Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following: Completion of the Merger As previously disclosed, on December 22, 2024, Singular Genomics Parent, LLC ("Parent"), which was then a direct wholly-owned subsidiary of Deerfield Private Design Fund IV, and Saturn Merger Sub, Inc., a direct wholly-owned subsidiary of Parent ("Merger Sub"), entered into the Merger Agreement with the Company. On February 19, 2025, the Company held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the holders of the Common Stock voted to adopt the Merger Agreement and to approve the transactions contemplated thereby, including the Merger (as defined below). On February 21, 2025, pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"). The Company was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent. Deerfield Private Design Fund IV is entitled to appoint managers representing a majority of the voting power of the board of managers of Parent. At the effective time of the Merger (the "Effective Time"), each share of Common Stock issued and outstanding as of immediately prior to the Effective Time (other than the Excluded Shares, including shares of Common Stock that were contributed to Parent by the Rollover Stockholders (as defined below)) was cancelled and automatically converted into the right to receive $20.00 in cash, without interest, net of any applicable withholding taxes (the "Merger Consideration"). The shares of Common Stock held by Parent (including shares of Common Stock underlying Series A Preferred Stock) immediately prior to the Effective Time were cancelled as a result of the Merger (without payment of any Merger Consideration), and each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time (all of which shares were held by Parent) was converted into and exchanged for one share of Common Stock. Vested Stock Options were cancelled at the Effective Time and converted into the right to receive an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Vested Stock Option by (ii) the number of Company Shares subject to such Vested Stock Option (less all applicable deductions and withholdings). Company stock options that were not Vested Stock Options were cancelled and forfeited without consideration or payment. Unvested RSUs and Vested RSUs that were held by Designated Continuing Employees (each, a "Designated Continuing Employee RSU") were cancelled at the Effective Time and converted into restricted stock units (each, an "Assumed RSU") and settled in Class B Units of Parent ("Parent Class B Units"), on the same terms and conditions (except with respect to the employment terms applicable to the holders of Designated Continuing Employee RSUs with the Surviving Corporation), including applicable vesting requirements, as applied to each such Designated Continuing Employe RSU immediately prior to the Effective Time, except that the number of Parent Class B Units underlying each such Assumed RSU equals 20. Vested RSUs held by persons who are not Designated Continuing Employees (each, an "Other Vested RSU") were cancelled at the Effective Time and converted into the right to receive an amount in cash (without interest) equal to (i) the Merger Consideration multiplied by (ii) the number of shares of Common Stock subject to such other Vested RSU (less all applicable deductions and withholdings). Unvested RSUs that were held by persons who were not Designated Continuing Employees were cancelled and forfeited without consideration or payment. In accordance with the terms of the Merger Agreement, at the Effective Time, each of the directors of the Company resigned and, immediately following the Effective Time, the Company's board of directors was re-constituted to consist of the following directors: Andrew ElBardissi, Avi Kometz, Bryan Sendrowski, Joshua Stahl, Jason Meyers and Andrew Spaventa. Further, immediately following the Effective Time, Joshua Stahl was appointed as the Company's Chief Executive Officer and Jason Myers was appointed as the Company's President. Delisting As a result of the Merger, the Common Stock is no longer listed or traded on Nasdaq or on any other stock exchange or stock market. The Company intends to file with the SEC a Form 15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting the deregistration of the Common Stock and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act. Rollover Agreements On the closing date of the Merger and immediately prior to the Effective Time, certain stockholders of the Company, including Deerfield Private Design Fund IV (collectively, the "Rollover Stockholders"), separately entered into Rollover Agreements, each dated Febr