EX-99.1 2 ea174915ex99-1_somalogic.htm ORDER ENTERED BY THE DELAWARE COURT OF CHANCERY ON MARCH 6, 2023

Exhibit 99.1

 

   

GRANTED

 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

 

IN RE SOMALOGIC, INC. ) C.A. No. 2023-0175-LWW
  )  

 

[PROPOSED] FINAL ORDER AND JUDGMENT

 

WHEREAS, this Court having reviewed the Verified Petition for Relief Pursuant to 8 Del. C. § 205 (the “Petition”) filed by petitioner SomaLogic, Inc., the Court having considered the factors in 8 Del. C. § 205(d), and for good cause having been shown,

 

IT IS HEREBY ORDERED this _____day of ____________, 2023, that:

 

1. The Common Stock Increase Amendment and New Certificate of Incorporation, including the filing and effectiveness thereof, are hereby validated and declared effective as of 9:30 a.m. (EDT) on September 1, 2021.1

 

2. All shares of capital stock of the Company issued in reliance on the effectiveness of the Common Stock Increase Amendment and New Certificate of Incorporation, including 181,163,363 shares of Common Stock issued by the Company in connection with or after the Merger, are hereby validated and declared effective as of the date and time of the original issuance of such shares.

 

3. The above-captioned action is hereby CLOSED.

 

   
  The Honorable Lori W. Will

 

 

1Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Petition.

 

 

 

 

This document constitutes a ruling of the court and should be treated as such.

 

Court:   DE Court of Chancery Civil Action
     
Judge:   Lori W. Will
     
File & Serve
Transaction ID:
  69250464
     
Current Date:   Mar 06, 2023
     
Case Number:   2023-0175-LWW
     
Case Name:   In re SomaLogic, Inc.
     
Court Authorizer:   Lori W. Will
     
     
Court Authorizer    
Comments:    

 

The petition is granted pursuant to Section 205(a) of the Delaware General Corporation Law for the reasons set forth in the court’s March 6, 2023 bench ruling. See transcript; see also Opinion Regarding Section 205 Petition, In re Lordstown Motors Corp., 2023-0083-LWW (Del. Ch. Feb. 21, 2023) (setting forth reasoning for granting similar relief in a Section 205 action).

 

/s/ Judge Lori W. Will