Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 5, 2022, the Board of Directors (the "Board") of Singular Genomics
Systems, Inc. (the "Company") appointed Elaine R. Mardis, Ph.D. to the Board,
effective immediately. Dr. Mardis will serve as a Class I director with a term
expiring at the Company's 2022 annual meeting of stockholders or until her
successor is duly elected and qualified. The Board determined that Dr. Mardis is
independent under the listing standards of The Nasdaq Stock Market.
As a non-employee director, Dr. Mardis will receive cash and equity compensation
paid by the Company pursuant to its non-employee director compensation policy,
which includes an initial grant of an option to purchase 40,000 shares of the
Company's common stock. In addition, the Company has entered into an
indemnification agreement and director letter agreement with Dr. Mardis in
connection with her appointment to the Board, each of which is in substantially
the same form as that entered into with the other directors of the Company.
There are no arrangements or understandings between Dr. Mardis and any other
person pursuant to which Dr. Mardis was selected as a director, and there are no
transactions between Dr. Mardis and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
Following the appointment of Dr. Mardis, the Company's Class I directors consist
of Dr. Mardis and Jason Ryan.
A copy of the press release issued by the Company announcing Dr. Mardis'
appointment is furnished as Exhibit 99.1 hereto.
Also, on January 5, 2022, the Board authorized and established the Science and
Technology Committee to oversee science and technology matters of the Company.
The Board appointed Eli Glezer, Ph.D. to serve as Chair of the Science and
Technology Committee, and appointed Dr. Mardis and David Barker to serve as
committee members.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Form of Indemnification Agreement (incorporated by reference to
Exhibit 10.1 to the Company's Amended Registration Statement on
Form S-1 (File No. 333-255912) filed with the Securities and Exchange
Commission on May 24, 2021).
99.1 Press Release issued by the Company on January 6, 2022 announcing
the appointment of Dr. Mardis to the Board of Directors.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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