10-K

Index to Financial Statements

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-K

___________________________________

(Mark One)

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 001-39796

_________________________________________

SOMALOGIC, INC.

(Exact name of registrant as specified in its charter)

_________________________________________

Delaware	52-4298912
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2945 Wilderness Place

Boulder, Colorado 80301

(303) 625-9000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	SLGC	Nasdaq Capital Market
Warrants to purchase Common Stock	SLGCW	Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company
o	o	ý	ý	ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No ý

The common stock of the registrant has been traded on the NASDAQ under the symbol “SLGC” since September 2, 2021, which is the business day following the consummation of the business combination among the registrant, S-Craft Merger Sub, Inc. and the predecessor SomaLogic entity. Accordingly, there was no public market for the registrant’s common equity as of June 30, 2021. As of March 18, 2022, there were approximately 182,110,874 shares of the registrant's common stock outstanding.

Documents Incorporated by Reference

Index to Financial Statements

Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”), which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Index to Financial Statements

TABLE OF CONTENTS

		Page
Cautionary Note Regarding Forward-Looking Statements		3
PART I
	Item 1. Business	4
	Item 1A. Risk Factors	15
	Item 1B. Unresolved Staff Comments	48
	Item 2. Properties	48
	Item 3. Legal Proceedings	48
	Item 4. Mine Safety Disclosures	48
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	49
	Item 6. [Reserved]	49
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk	61
	Item 8. Financial Statements and Supplementary Data	62
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	95
	Item 9A. Controls and Procedures	95
	Item 9B. Other Information	96
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	96
PART III
	Item 10. Directors, Executive Officers and Corporate Governance	97
	Item 11. Executive Compensation	97
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	97
	Item 13. Certain Relationships and Related Transactions, and Director Independence	97
	Item 14. Principal Accountant Fees and Services	97
PART IV
	Item 15. Exhibits and Financial Statement Schedules	98
	Item 16. Form 10-K Summary	100
Signatures		101

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information in this Annual Report on Form 10-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements, other than statements of historical fact included in or incorporated by reference into this Annual Report on Form 10-K, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this report, the words ““will be,” “will,” “expect,” “anticipate,” “continue,” “project,” “believe,” “plan,” “could,” “estimate,” “forecast,” “guidance,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “pursue,” “should,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

These statements include, but are not limited to the following:

•the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against the Company;

•the ability to comply with the listing requirements of the Nasdaq;

•the risk of disruption, including in the Company’s information technology systems, to the Company’s current plans and operations;

•the ability to recognize the anticipated benefits of the Company’s business, which may be affected by, among other things, competition and the ability to grow and manage growth profitably and retain its key employees;

•costs related to the Company’s business;

•changes in applicable laws or regulations;

•the ability of the Company to raise financing in the future;

•the success, cost and timing of the Company’s product development, sales and marketing, and research and development activities;

•the ability to protect the Company’s intellectual property;

•the Company’s plans to engage in acquisition activities and the anticipated impact of such activities on the Company’s financial results;

•the impact of the procurement and budgetary cycles of customers;

•the Company’s ability to obtain and maintain regulatory approval for its products, and any related restrictions and limitations of any approved product;

•the Company’s ability to maintain existing license agreements and manufacturing arrangements;

•the Company’s ability to attract or retain sales and distribution partners;

•the Company’s ability to compete with other companies currently marketing or engaged in the development of products and services that serve customers engaged in proteomic analysis, many of which have greater financial and marketing resources than the Company;

•the size and growth potential of the markets for the Company’s products, and the ability of each to serve those markets, either alone or in partnership with others;

•the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•the ability to use net operating losses and certain other tax attributes;

•the Company’s financial performance; and

•the impact of the COVID-19 pandemic on the Company.

The forward-looking statements contained in this Annual Report on Form 10-K are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under Part I, Item 1A – “Risk Factors” in this Annual Report on Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The Company will not and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I

Item 1. Business

Unless expressly indicated or the context requires otherwise, the terms “SomaLogic,” the “Company,” “we,” “us” and “our” in this report refer to SomaLogic, Inc., and, where appropriate, our wholly-owned subsidiaries.

Company Overview

Overview

SomaLogic is a leading commercial-stage proteomics company. We have built an integrated proteomics platform that we believe is capable of robust, high throughput proteomics analysis with broad proteome coverage, low limits of detection, high reproducibility and at low costs. We designed our platform with the goal of being a universal proteomics platform, with the breadth (number of proteins measured) and precision (accuracy of measurement) important for discovery and research applications, and both the reproducibility and robustness important for clinical applications. Our platform is underpinned by our proprietary assay technology, our protein database (which we believe is one of the largest proteomics databases worldwide), and artificial intelligence and machine learning capabilities. As of December 31, 2021, our assay can measure approximately 7,000 protein target measurements in a single sample using only approximately 55 µL of plasma or serum. Our proteomics database matches proteomics and clinical information and contains over 2.5 billion protein measurements with over 675,000 participant-years of clinical follow-up. Leveraging our artificial intelligence-enabled bioinformatics capability, we use our database to power diagnostic product development for our research and clinical customers. We currently run our platform within our own laboratory, receive samples from customers and perform proteomics analysis on their behalf.

Our proprietary platform is built upon our assay technology, our proprietary database, and artificial intelligence and machine learning bioinformatics capabilities. Our foundational assay technology includes our library of modified aptamer protein identification reagents, referred to as “SOMAmer® reagents,” and our SomaScan® assay. Our SOMAmer® reagents are proprietary “slow off-rate modified aptamers” which are short, synthetic single stranded DNA (ssDNA) sequences developed to bind specific protein targets with high affinity and specificity across the proteome. As of December 31, 2021, we have reagents targeting approximately 7,000 protein target measurements of the approximately 20,000 canonical human proteins included in our current SomaScan® assay, and plan to increase this number to approximately 10,000 in 2023 for commercial availability. The SomaScan® assay is utilized for Research Use Only (“RUO”) applications and SomaSignal™ tests, run on the SomaScan® Platform, and are also available as Laboratory-Developed Tests (“LDT”) in the United States.

Our business model is currently focused on research and clinical customers. We continue to work with collaborators to explore new areas of application for research and clinical proteomics. As a result of our significant government- or grant-funded customer base, whose cycles often coincide with government fiscal year ends, our business is subject to significant seasonal factors which may cause sales of our products to vary on a quarterly or yearly basis and increase the magnitude of quarterly or annual fluctuations in our operating results.

Our assay services delivered to the research market are focused on pharmaceutical and biotechnology companies, and academic and government research institutions. We facilitate drug development, analysis of clinical trials and new human biology insights by assessing protein-protein and protein-gene networks. In addition to providing protein data for research customer use, as of December 31, 2021, we have released 20 SomaSignal™ RUO protein-pattern recognition tests covering multiple applications, including facilitation of clinical trials (patient inclusion/exclusion, therapeutic effects of pharmaceuticals during trials, and other use cases).

Our services and products delivered into the clinical market are focused on providing data-driven diagnostic tests aimed at enabling high predictive power of biological disease and risks to patients based on high-plex proteomic measurement and bioinformatics predictive model development. We have released 16 SomaSignal™ tests for use as LDTs under our Clinical Laboratory Improvement Amendments (“CLIA”) certification since late 2019. We also have a pipeline of over 100 unique tests that could be developed and use claims targeting multiple applications, including offerings for health and wellness, preventative medical and disease management for pharmaceutical companies, health system providers and payors. We have developed a number of health system partnerships in the United States which we are studying use cases and benefits for SomaSignal™ tests for patient populations.

Recent Events

In May 2021, SomaLogic launched its SomaSignal™ Proteomics for Precision Medicine Initiative with Emory University, Intermountain Healthcare, CommonSpirit Health and UCHealth as initial partners, with University of Pittsburgh Medical Center joining in September and University Hospitals Cleveland Medical Center joining in November. These health systems will conduct trials using SomaSignal™ tests to assess current health state and disease risk based on a patient’s proteomic signature, and use the results to determine whether to change treatment.

In December 2021, SomaLogic entered into an exclusive, multi-year partnership pursuant to a Collaboration Agreement (the “Collaboration Agreement”) with Illumina Cambridge. Ltd. (“Illumina Cambridge”) and Illumina, Inc. (together with

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Illumina Cambridge, collectively, “Illumina”) to develop co-branded, distributable Next-Generation Sequencing (“NGS”) based proteomic products. As part of the Collaboration Agreement, Illumina will develop and deploy NGS-based protein identification and measurement tools into laboratories worldwide, and facilitate the development and use of high-plex protein pattern recognition tests. Illumina has rights to use certain of SomaLogic’s intellectual property to develop products in connection with the Collaboration Agreement.

Proteomics and Existing Technologies

Background

We believe the value of proteomics remains largely untapped. Over the past decade, the genomics revolution has led to an acceleration of biological insights arising from the development and incorporation of large-scale, high-throughput molecular profiling techniques into research and clinical medicine. Although the knowledge of biological systems from the standpoint of both genomics and transcriptomics has led to significant scientific advancements and biological discoveries, we believe the critical impact of protein function on biology remains largely unexplored due to several inherent difficulties in proteomics that do not exist in genomics and slow the technological progress to fully interrogate the proteome, such as the unique characteristics of each protein, including shapes, sizes (20,000 different structures versus the fairly simple structure of nucleic acid), half-lives, and myriad locations throughout the human body in organs, tissues and cells (versus the content localization of nucleic acid in the nuclei of cells and in mitochondria). Therefore, unlike DNA, proteins can have unstable and variable chemical structures, and their presence in various biologic matrix samples can span an exceptionally large dynamic range. This can make proteins difficult to detect and identify, especially at low concentrations. We believe that to extract the multidimensional networks of biological information encoded in proteins, researchers generally have to be able to measure many proteins at scale, over a very wide dynamic range, and with a high degree of precision (we believe to suggest otherwise would require one assume the 20,000 known protein-encoding genes selected by millions of years of human evolution are not all important to understanding human biology). In addition, we view robust and reproducible analysis as a requirement to drive adoption in the clinical setting. Although there are several approaches widely practiced today that can identify and measure a large number of proteins, the ability to capture a sufficiently broad number of proteins with high accuracy and repeatability, in order to capture a more comprehensive picture of the dynamic state of a cell, tissue or organism has largely been an ongoing, difficult challenge for the life sciences industry.

Key limitations of current proteomics technologies

We believe there are currently few widely practiced methodologies for broad interrogation of the proteome, and each can have their own specific set of limitations. The key methodologies today include mass spectrometry and antibody-based approaches. Protein sequencing and counting technologies have also been recent innovations in the field, but generally have not been applied commercially at scale.

Our Offerings

We are using our platform to target research and clinical applications. Our offerings focused on research are for basic research and discovery, as well as translational research and biopharmaceutical development applications. We also have an emerging clinical diagnostics business, through which we have established relationships with several large health systems in the United States in 2021.

SomaLogic® Offerings and Applications

We have an established revenue stream from the research market, which as of December 31, 2021 consists primarily of a service model whereby we receive samples (including from pharmaceutical, biotechnology or academic clients), perform the SomaScan® assay, and subsequently use bioinformatics and analytics to further refine the collected data and deliver the results back to the customer.

SomaScan® Assay. As of December 31, 2021, our SomaScan® assay measures 7,000 protein target measurements in a single sample, with planned development to expand to an approximately 10,000-plex assay for release. The SomaScan® assay is designed to have breadth (or number of proteins measured), precision, specificity, dynamic range, depth (or lower limits of detection), and throughput. SomaScan® users can also gain access to individual SOMAmer® reagents for a wide range of follow-up studies which is a feature we consider as uniquely available with our research services compared to what other proteomic platforms are providing.

SomaSignal™ Tests. As of December 31, 2021, we had 16 SomaSignal™ tests currently available for use as LDT under our CLIA certification, with greater than 100 tests in various stages of development. As of December 31, 2021, we have 20 RUO tests primarily targeting clinical trial applications, such as characterizing and monitoring patients through the clinical trial cycle. We believe our SomaSignal™ tests will provide health systems and national health services with a leading-edge scientific tool set to allocate resources, risk stratify both populations and individual patients and personalize therapy.

SomaScan® Panels. As of December 31, 2021, we have launched several panel offerings to the market. There are two categories of these panels: fixed panels and custom panels.

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SOMAmer® Reagents. Customers have licensed our reagents and the Systematic Evolution of Ligands by Exponential enrichment (“Evolution”) technology in three ways: (i) individual reagents that have been developed by SomaLogic, (ii) custom reagents developed by SomaLogic on our clients’ behalf, and (iii) custom reagents developed by our clients through a license for both the SELEX development technology and the subsequent reagents. An example of the use of SOMAmer® reagents for commercial purposes is the inclusion of SOMAmer®-based inhibitors of thermophilic enzymes, such as polymerases used in “hot-start” PCR amplification, which are examples of the type of products offered by certain biotechnology companies.

Our Market Opportunity

Due to extensive existing applications and broad potential, we believe proteomics represents one of the largest untapped opportunities in the life sciences industry today. Currently, approximately 95% of FDA-approved drugs target a protein, and most other drugs interact with, or are influenced by signal transduction cascades mediated by proteins. Our platform aims to address a large opportunity across multiple proteomics-based markets and is uniquely designed to attract and retain customers in order to capture a substantial share in each of these markets. With our growing foundational assay of proteins in place as the single source for all new test menus, we believe we are well positioned to expand to additional adjacent markets within proteomics and genomics. Our initial target markets are research and clinical diagnostics, both for which we have already began establishing our market presence among customers and collaborators.

Our Strengths

Our historical and anticipated future growth are underpinned by a set of competitive strengths and advantages we believe will enable us to accelerate the field of proteomics, while establishing SomaLogic as the leading proteomics player. Our competitive strengths include:

•A universal proteomics platform that can be applied across research and discovery, translational research and biopharmaceutical development, and clinical applications.

•Providing high-multiplex and high-throughput proteomics.

•Proprietary, foundational aptamer-based chemistry and reagents.

•One of the largest proprietary proteomics database leveraging clinical relationships.

•Extensive global patent portfolio protecting our proteomics platform, products and services.

•Established, multi-year relationships with growing customer base and some of the leading key opinion leaders (“KOLs”) across relevant disease and application areas.

•Traction in clinical markets with a growing menu of tests and relationships.

Our Strategy

Our goal is to drive adoption of our integrated platform of proteomic solutions and services, initially in the research and clinical markets, and then expanding into other attractive markets. Our strategy centers on lowering barriers to adoption and actively engaging with our broad community of customers and KOLs to accelerate the adoption of proteomics. Our growth strategy includes:

•Drive adoption of our platform as the industry standard with research customers.

•Ramp our presence in the clinical market.

•Grow our database, and artificial intelligence and machine learning capabilities to strengthen our value proposition for our customers.

•Strengthen our partnerships and collaborations to validate our integrated platform and expand its capabilities.

•Enhance our integrated platform for use in decentralized settings.

•Build commercial product development and sales channel relationships with Genomics, Transcriptomics and other molecular-based testing enterprises.

Manufacturing and Supply

We depend on our manufacturing and supply chain operations for reagents and other components we use in our products and solutions. Our suppliers and manufacturer are also the primary source of the instruments required to complete our assays and tests.

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We currently have supply agreements with two key single source suppliers, Agilent Technologies, Inc (“Agilent”) and Global Life Sciences Solutions USA LLC (“GLSS”). The agreement with Agilent relates to the supply of the microarray readout slide and supporting reagents and was amended in November of 2021 and has a termination date of April 2025 with the ability to be extended for an additional 2 years. The agreement with GLSS relates to the supply of streptavidin beads and has been extended through December 31, 2023.

Some of our products are built using unique components, such as our SomaScan® assay, but the majority of the components that make up our products and solutions are commonly sourced or off-the-shelf. While we purchase some of our components and materials used in manufacturing from single-source suppliers, we have qualified second sources for most, but not all, of our critical components and reagents. The loss of any of these suppliers could potentially harm SomaLogic. We believe alternatives would be available; however, it may take time to identify and validate replacement components, which could negatively affect our ability to supply our products on a timely basis. To mitigate this risk, we typically carry a significant inventory of our critical components. For further discussion of the risks relating to our third-party suppliers, see the section entitled “Risk Factors.”

Intellectual Property

Our success depends in part on our ability to maintain intellectual property protection for our products and technology. We utilize a variety of intellectual property protection strategies including patents, trade secrets, trademarks and other methods of protecting proprietary information.

Patents

We have an extensive global patent portfolio to protect our proteomics platform, the products and services. Our owned patents and pending applications, if issued, are expected to expire between 2022 and 2040, in each case without taking into account any possible patent term adjustments or extensions and assuming payment of all appropriate maintenance, renewal, annuity or other government fees. Our proprietary, foundational aptamer-based technology is supported by approximately 800 patents (issued or pending) and supports unsurpassed sensitivity and specificity, and dynamic range.

Trademarks

We own various trademarks, applications, and unregistered trademarks in the United States and in important markets outside the United States, including our own company name and product and service names, including SomaLogic®, SomaSignal™, SOMAmer®, and SomaScan®. Our trademark portfolio is designed to protect the brands for our product and services, both current and in the pipeline.

Trade Secrets

In addition to our reliance on patent protection for our inventions, products and technologies, we also rely on trade secrets, know-how, confidentiality agreements and continuing technological innovation to develop and maintain our competitive position. For example, most of our aptamers and some elements of our analytical techniques and processes, as well as some of the bioinformatic methodologies used to analyze data and software, are based on unpatented trade secrets and know-how not publicly disclosed. Although we take steps to protect our proprietary information and trade secrets, including through contractual means with our employees, advisors and consultants, these agreements may be breached and we may not have adequate remedies for any breach. In addition, third parties may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to our trade secrets or disclose our technology. As a result, we may not be able to meaningfully protect our trade secrets.

In-Licensing of Intellectual Property

We do not currently rely on any third party in-licensed intellectual property to provide any of our services or products.

Out-Licensing of Intellectual Property

In 2008, pursuant to an agreement with a certain biotechnology company, SomaLogic licensed a worldwide exclusive right (on a target by target basis), under SomaLogic’s patent portfolio (122 patents and patent applications) and proprietary information and know-how relating to its modified SELEX processes and modified aptamers technology to make, use, sell, and have made, and have sold (a) commercial products produced by or incorporating SomaLogic licensed technologies and (b) commercial products intended for use in nucleic acid amplification that are rationally designed nucleic acid sequences that are temperature dependent inhibitors of a licensed target. SomaLogic retained a non-exclusive right to make, use and have made the aptamers for internal research and development, including the right to grant non-exclusive licenses to SomaLogic collaborator for research and development purposes. The biotechnology company’s license was amended in 2012 to grant such company enforcement of licensed patent rights against third-party infringers. In 2014, the biotechnology company’s license was amended to exclude in vivo imaging applications in the licensed field and licensed product. The royalties were also amended to include in addition to the original 15% royalty on net sales on licensed products and $50,000 annual minimum per calendar year for each licensed target, a new $35,000 per calendar year payment for each new target class, plus a one-time license fee of $25,000 for each target that is added. The term of this license continues on a country-

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by-country basis, until the later of the expiration of the last to expire of the licensed patents having a valid claim that covers licensed products directed to a licensed target or the tenth anniversary of the first commercial sale of a licensed product under category (a) above.

On December 31, 2021, SomaLogic entered into a Collaboration Agreement with Illumina (as described in the section entitled “Recent Events” above) under which we grant to Illumina rights to use certain of our intellectual property to develop, pursuant to a mutually agreed upon development plan, co-branded NGS-based proteomic distributable kits (the “Licensed Products”).

We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective. We cannot provide any assurance any of our current or future patent applications will result in the issuance of patents, or any of our current or future issued patents will effectively protect any of our products, services or technology or prevent others from commercializing infringing products, services or technology. For further discussion of the risks relating to intellectual property, see the section entitled “Risk Factors — Risks Related to Intellectual Property.”

Collaboration Agreements

SomaLogic has several collaboration agreements with collaborators to facilitate various research efforts focused on proteomic profiling of several diseases and conditions. Our current collaborators include many universities and private companies in the biotechnology space.

On September 20, 2019, SomaLogic entered into a Master Collaboration Agreement (“MCA”) with Novartis Pharma AG, a Swiss company (“Novartis”), pursuant to which the parties engage in collaborative research efforts to advance the study of proteomic medicine. Under the MCA, SomaLogic agrees to provide SomaScan® assay services to Novartis upon Novartis’s submission of samples to SomaLogic. The MCA will remain in effect until December 31, 2028 unless either earlier terminated by the parties in accordance with the MCA or extended for an additional five (5) years by mutual written agreement. Under the MCA, Novartis is expected to submit an annual minimum number of samples to SomaLogic and pay a fee per sample of which SomaLogic provides its SomaScan services to such sample.

On March 30, 2020, SomaLogic entered into a Joint Development & Commercialization Agreement Collaboration Agreement (the “JDCA”) with NEC Solution Innovators, Ltd. (“NES”). Under the JDCA, NES was granted (1) a ten (10) year exclusive license to certain of SomaLogic’s intellectual property to develop and commercialize tests in Japan for human healthcare management, which will convert to a non-exclusive license at the end of the ten (10) year period of exclusivity and then continue for the remainder of the term of the agreement; and (2) a non-exclusive license to develop and commercialize in Japan non-healthcare life sciences tests that employ SomaScan® services in exchange for annual payments for five (5) years and revenue sharing payments over the term of the agreement. Under the agreement, NES grants SomaLogic an exclusive license under NES’ and its affiliates’ technology and under any joint technology or patents to develop and commercialize tests in the rest of the world.

On October 13, 2020, SomaLogic entered into an Amended and Restated Master SomaScan Discovery Services Agreement (“MSDS”) with Amgen Inc., a Delaware corporation based in California (“Amgen”), pursuant to which SomaLogic agrees to use its SomaScan® assay technology to study protein samples provided by Amgen and provides reports for such studies, as outlined in individual statements of work (“SOWs”) from time to time. Each individual SOW sets forth the sample requirements, and fees payable to SomaLogic pursuant thereto, that Amgen agrees to supply to SomaLogic in order for SomaLogic to provide SomaScan® assay services. The MSDS will terminate on October 13, 2025 unless earlier terminated by the parties in accordance with the MSDS and in any event not until any open SOW is completed.

On December 31, 2021, SomaLogic entered into the Collaboration Agreement with Illumina, in connection with the development of the Licensed Products and related commercial arrangements. Under the Collaboration Agreement, SomaLogic grants to Illumina rights to use certain of the Company’s intellectual property to develop, pursuant to a mutually agreed upon development plan, the Licensed Products, in exchange for, among other things, an upfront payment and certain royalty payments. Unless earlier terminated in accordance with its terms, the Collaboration Agreement will remain in effect until the expiration of the last-to-expire royalty period for the Licensed Products.

Employees and Human Capital

As of December 31, 2021, we had approximately 320 full-time employees, including a commercial team of more than 60 employees and a research and development team of more than 60 employees. Most of our employees hold an academic degree, with a significant number also holding advanced degrees.

None of our employees are represented by a labor union or covered under a collective bargaining agreement. We have not experienced any material work stoppages and we consider our relationship with our employees to be good, healthy, and transparent. We actively engage with managers to collect feedback and ideas on how to improve our working environment.

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. The principal purpose of our equity and cash

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incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

As we continue to monitor the global spread of COVID-19, we have implemented and will continue to implement measures to ensure the safety of our employees. We are continuously evaluating the guidance from federal and local authorities and have created strict polices and guidelines that put our employees’ health and safety first. Compliance with environmental, health and safety laws and regulations underlies the basis of applicable programs we have in place.

Facilities

Our corporate headquarters and laboratory facilities are located in Boulder, Colorado, where we lease approximately 77,000 square feet of space under three leases at 2945 Wilderness Place, 2950 Wilderness Place and 2995 Wilderness Place. One building lease terminates at the end of 2023 and the other two leases have extension options through 2026 and 2036. We also leased office and laboratory space at Warneford Hospital in Oxford, United Kingdom, under a sublease that expired in December 2021.

In February 2022, we entered into two lease agreements, each for commercial buildings to be constructed in Louisville, Colorado. The buildings when fully constructed are anticipated to comprise 100,080 square feet and 98,640 square feet of office, warehouse, laboratory and other space and will serve as our future headquarters. We anticipate one of these leases will commence on or after January 1, 2023, and the other lease will commence on or after July 1, 2023. Both leases will expire on November 30, 2033, unless extended by the parties or earlier terminated in accordance with the terms of the leases.

We do not own any real property and believe our current facilities are sufficient to meet our immediate needs, but have entered into the new leases in anticipation of future growth. If we require additional space, we believe we will be able to obtain additional facilities on commercially reasonable terms and on an acceptable timeline.

Competition

The life sciences market is highly competitive and dynamic. Other companies, both established and early-stage, have indicated they are designing, manufacturing, and marketing products and services for, among other things, multiplexed or high-throughput proteomic analysis. These companies include Nautilus, Olink, Quanterix, Quantum-Si and Seer, among others, each of which has products and services that may compete to varying degrees with some of our services and products. Some of these companies are actively executing their commercial and operating plans, actively commercializing products and services and growing established marketing and sales forces. Other competitors are developing technologies for the life sciences market which may lead to services and products that rival or replace our products over time.

We believe the principal competitive factors in our target markets include:

•proteomic content in terms of total number of proteins measured and ease of content expansion;

•assay sensitivity and reproducibility;

•efficiency and speed of workflows;

•the scale required to address the complexity and dynamic range of the proteome;

•throughput to meet lab testing volume;

•reputation among customers and key thought leaders;

•innovation in product offerings (notably clinical proteomics applications);

•accuracy and reproducibility of results;

•strength of intellectual property portfolio;

•operational and manufacturing footprint;

•customer support infrastructure; and

•a leadership and commercial team with extensive execution and scientific background.

Our commercial opportunity could be reduced if our competitors develop and commercialize products or services that offer better performance or are more convenient and cost-effective to use than our products or services. However, we believe we are substantially differentiated from our competitors for a multitude of reasons, including our novel approach and platform, the unique and proprietary nature of our aptamer-based technology (developed over more than two decades), our

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rigorous product development processes and quality of science, our highly experienced and multidisciplinary teams, our breadth of both proteomics-research-enabling and applied clinical solutions, and our access to an immediate growing market with opportunities to expand into adjacent market opportunities over time.

Government Regulation

Our products are intended for either (1) RUO or (2) clinical use applications; our RUO products are not used for clinical applications. Our customers include entities such as healthcare providers, academic institutions, research laboratories, and biopharmaceutical and biotechnology companies. Our products are used for obtaining proteomics information from pre-clinical or clinical trials, biomarker discovery, monitoring patients’ physiological states, among others.

Under a long-standing FDA regulation and policy, in vitro diagnostic (“IVD”) products intended for research use only are subject to a regulatory classification separate from classifications for products with clinical use applications. In particular, products that are RUO and that comply with certain labeling requirements (e.g., labeling that explains that the product is RUO) are typically not regulated by the FDA as medical devices and are not subject to the regulatory requirements discussed below for clinical diagnostic products. Therefore, in many cases, RUO products can be used or distributed for research use without first obtaining FDA clearance, authorization, or approval. Such products must bear the statement: “For Research Use Only. Not for Use in Diagnostic Procedures,” and comply with other legal requirements. RUO products cannot make any claims related to safety, effectiveness or diagnostic utility, and they cannot be intended for human clinical diagnostic use.

In November 2013, the FDA issued final guidance on products labeled RUO, which, among other things, reaffirmed a company may not make any clinical or diagnostic claims about an RUO product, stating that merely including a labeling statement the product is for research purposes only will not necessarily render the device exempt from the FDA’s clearance, approval, or other regulatory requirements if the totality of circumstances surrounding the distribution of the product indicates the manufacturer knows its product is being used by customers for diagnostic uses or the manufacturer intends such a use. A product labeled RUO but intended or promoted for clinical diagnostic use may be viewed by the FDA as adulterated and/or misbranded under the Federal Food, Drug, and Cosmetic Act (“FDCA”) and subject to FDA enforcement action. The FDA will consider several factors surrounding distribution and use of an RUO product, including how the product is marketed and to whom, when determining its intended use. If the FDA disagrees with a company’s RUO status for its product, the company may be subject to FDA enforcement actions. In addition, the FDA may require the company to seek clearance, authorization or approval for the product.

Clinical Diagnostics in the United States

In the United States, the FDA defines a medical device as an instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent or other similar or related article, including any component part or accessory, which is (i) intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease, in man or other animals, or (ii) intended to affect the structure or any function of the body of man or other animals and which does not achieve any of its primary intended purposes through chemical action within or on the body of man or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes. Medical devices are subject to extensive regulation by the FDA under the FDCA and its implementing regulations, and other federal and state statutes and regulations. The laws and regulations govern, among other things, medical device design and development, pre-clinical and clinical testing, pre-market clearance, authorization or approval, establishment registration and product listing, product manufacturing, product packaging and labeling, product storage, advertising and promotion, product distribution, recalls and field actions, servicing and post-market clinical surveillance. A number of states in the United States also impose licensing and compliance regimes on companies that manufacture or distribute prescription devices into or within the state.

The Federal Trade Commission (“FTC”) also oversees the advertising and promotion of SomaLogic’s current and future products pursuant to its broad authority to police deceptive advertising for goods or services within the United States. Under the Federal Trade Commission Act, the FTC is empowered, among other things, to (a) prevent unfair methods of competition and unfair or deceptive acts or practices in or affecting commerce; (b) seek monetary redress and other relief for conduct injurious to consumers; and (c) gather and compile information and conduct investigations relating to the organization, business, practices, and management of entities engaged in commerce. In the context of performance claims for products such as SomaLogic’s goods and services, compliance with the FTC Act includes ensuring there is scientific data to substantiate the claims being made, the advertising is neither false nor misleading, and any user testimonials or endorsements SomaLogic or its agents disseminate related to the goods or services comply with disclosure and other regulatory requirements.

IVDs are a type of medical device and include reagents and instruments used in the diagnosis or detection of diseases, conditions or infections, including, without limitation, the presence of certain chemicals, genetic information or other biomarkers. Predictive, prognostic, and screening tests can also be IVDs. Most medical devices, including IVD products, must undergo pre-market review by and receive clearance, authorization, or approval from the FDA prior to commercialization, unless the device is of a type exempted from such review by statute, regulation, or an FDA exercise of enforcement discretion.

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The FDA classifies medical devices into three classes based on risk. The level of regulatory control increases from Class I (lowest risk) to Class III (highest risk). Marketing of most Class II and III medical devices within the United States must be preceded either by pre-market notification and FDA clearance pursuant to Section 510(k) of the FDCA or by the granting of a premarket approval application (“PMA”). Both 510(k) notifications and PMA applications must be submitted to the FDA with significant user fees, although reduced fees for small businesses are available. Class I devices are generally exempt from pre-market review and notification, as are some moderate-risk Class II devices. Manufacturers of all classes of devices must comply with the FDA’s Quality System Regulation (“QSR”), establishment registration, medical device listing, labeling requirements, and medical device reporting (“MDR”) regulations, which are collectively referred to as medical device general controls. Class II devices may also be subject to special controls such as performance standards, post-market surveillance, FDA guidelines, or particularized labeling. Some Class I and Class II devices can be exempted by regulation from the requirement of compliance with substantially all of the QSR. The FDA currently exercises enforcement discretion with respect to the regulation of LDTs.

Regulation of Laboratory Developed Tests in the United States

Our SomaSignal™ tests are available as LDTs for use in obtaining proteomics information from patients and monitoring patients’ physiological states, among others. LDTs have generally been considered to be tests that are designed, developed, validated and used within a single laboratory. The FDA has historically taken the position that it has the authority to regulate such tests as medical devices under the FDCA, but the FDA has exercised enforcement discretion for certain LDTs and has not required clearance, authorization, or approval of such LDTs prior to marketing, unless the product poses health or safety concerns or the product is a direct-to-consumer test. Laboratories certified as “high complexity” under CLIA may develop, manufacture, validate and run LDTs. The CLIA requirements are discussed below in the section entitled “United States Federal and State Regulation of Laboratories.”

On October 3, 2014, the FDA issued two draft guidance documents proposing a new regulatory paradigm for oversight of LDTs. These draft guidance documents proposed more active review of LDTs. The draft guidance documents were the subject of considerable controversy, and in November 2016, the FDA announced that it would not be finalizing the 2014 draft guidance documents. On January 13, 2017, the FDA issued a discussion paper which laid out elements of a possible revised future LDT regulatory framework, but did not establish any regulatory requirements. Meanwhile, the FDA issued several warning letters against marketers of LDTs, although focusing on issues that the FDA considered to pose high risks to the public. But in August 2020, the Department of Health and Human Services (“HHS”) declared that FDA will not be requiring premarket reviews for LDTs unless the FDA issues such a requirement by notice-and-comment rulemaking. Following the change of the administration in 2021, it is not clear what the HHS or FDA policy will be on the regulation of LDTs. Given the changing regulatory requirement, the FDA may decide to take action against certain LDTs on a case-by-case basis if the FDA views them as presenting a risk to patients. The FDA may regulate products that it does not consider to be LDTs as medical devices that are subject to the requirements that are described above.

United States Federal and State Regulation of Laboratories

Given aspects of SomaLogic’s business at certain facilities involve acting as a clinical laboratory, SomaLogic is required to hold certain federal and state licenses, certifications and permits to conduct our business. As to federal certifications, CLIA establishes rigorous quality standards for all laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease, or the impairment of, or assessment of health. As a clinical laboratory, SomaLogic must obtain a CLIA certificate based on the complexity of testing performed at the laboratory, such as a Certificate of Compliance for high-complexity testing. CLIA also mandates compliance with various operational, personnel, facilities administration, quality and proficiency requirements, intended to ensure clinical laboratory testing services are accurate, reliable and timely. CLIA compliance and certification is also a prerequisite to be eligible to bill for services provided to government payors and for many private payors. Furthermore, SomaLogic is subject to survey and inspection every two years to assess compliance with program standards, and may be subject to additional unannounced inspections. Laboratories performing high-complexity testing are required to meet more stringent requirements than laboratories performing less complex tests.

In addition to CLIA requirements, SomaLogic participates in the accreditation program of the College of American Pathologists (“CAP”). CMS, the agency that oversees CLIA, has deemed CAP standards to be equally or more stringent than CLIA regulations and has approved CAP as a recognized accrediting organization. Inspection by CAP is performed in lieu of CMS inspections for accredited laboratories. Therefore, because SomaLogic is accredited by the CAP Laboratory Accreditation Program, we are deemed to also comply with CLIA. CLIA provides a state may adopt laboratory regulations more stringent than those under federal law, and a number of states have implemented their own more stringent laboratory regulatory requirements.

Select states have laboratory regulations that have been deemed by the federal government to be at least as stringent as CLIA, and thus laboratories licensed under those state regimes are exempt from CLIA and the state Department of Health is permitted to issue a CLIA number, along with a state Medical Test Site license, rather than a certificate being issued by CMS. State laws may require that laboratory personnel meet certain qualifications, specify certain quality control procedures, facility requirements or prescribe record maintenance requirements. Several states additionally require the licensure of out-of-state laboratories that accept specimens from those states. For example, New York requires a laboratory

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to hold a permit, which is issued after an on-site inspection, and approval of each LDT offered by a laboratory, and has various, more stringent requirements than CLIA and CAP, including those for personnel qualifications, proficiency testing, physical facility and equipment and quality control standards.

If a clinical laboratory is found to be out of compliance with CLIA certification, CAP accreditation or a state license or permit, the applicable regulatory agency may, among other things, suspend, restrict or revoke the certification, accreditation, license or permit to operate the clinical laboratory, assess civil monetary penalties and impose specific corrective action plans, among other sanctions.

United States Fraud and Abuse Laws and Other Compliance Requirements

Successfully commercializing our clinical products and services depends on obtaining broad health insurance or third party payor coverage. Government and private payors institute coverage criteria to ensure the appropriate utilization of products and services and to control costs. Limited third party payor coverage for a technology or procedure may limit adoption and commercial viability, while broader coverage supports optimal market uptake. These laws can be implicated by inappropriate sales and marketing arrangements with healthcare providers. Many commonly accepted commercial practices are illegal in the healthcare industry and violations of these laws are punishable by criminal and civil sanctions, including, in some instances, exclusion from participation in United States federal and state healthcare programs, including Medicare and Medicaid.

Federal Anti-Kickback Statute. The federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, receiving, offering or providing remuneration directly or indirectly to induce either the referral of an individual, or the furnishing, recommending, or arranging of a good or service, for which payment may be made under a federal healthcare program such as Medicare and Medicaid. The definition of “remuneration” has been broadly interpreted to include anything of value, including such items as gifts, discounts, the furnishing of supplies or equipment, credit arrangements, waiver of payments, and providing anything at less than its fair market value. The Anti-Kickback law is broadly interpreted and aggressively enforced with the result that beneficial commercial arrangements in the health care industry may be criminalized. The penalties for violating the federal Anti-Kickback Statute include imprisonment for up to ten years, fines of up to $100,000 per violation and possible exclusion from federal healthcare programs such as Medicare and Medicaid.

Federal False Claims Act. The federal False Claims Act prohibits knowingly presenting, or causing to be presented a false claim or the knowing use of false statements or records to obtain payment from the federal government. When an entity is determined to have violated the False Claims Act, it must pay three times the actual damages sustained by the government, plus mandatory civil penalties of between $11,665 and $23,331 for each separate false claim. Suits filed under the False Claims Act, known as “qui tam” actions, can be brought by any individual on behalf of the government and such individuals (known as “relators” or, more commonly, as “whistleblowers”) may share in any amounts paid by the entity to the government in fines or settlement.

Federal Physician Self-Referral Law. The federal Physician Self-Referral Law, also referred to as the Stark Law, prohibits a physician (or an immediate family member of a physician) who has a financial relationship with an entity from referring patients to that entity for certain designated health services, including durable medical equipment and supplies, payable by Medicare, unless an exception applies. The Stark Law also prohibits such an entity from presenting or causing to be presented a claim to the Medicare program for such designated health services provided pursuant to a prohibited referral, and provides that certain collections related to any such claims must be refunded in a timely manner.

Civil Monetary Penalties Law. The Civil Monetary Penalties Law authorizes the imposition of substantial civil money penalties against an entity that engages in certain prohibited activities including but not limited to violations of the Stark Law or Anti-Kickback Statute, knowing submission of a false or fraudulent claim, employment of an excluded individual, and the provision or offer of anything of value to a Medicare or Medicaid beneficiary that the transferring party knows or should know is likely to influence beneficiary selection of a particular provider for which payment may be made in whole or part by a federal health care program, commonly known as the Beneficiary Inducement CMP.

State Analogs of Federal Fraud and Abuse Laws. Many states in the United States have their own laws intended to protect against fraud and abuse in the health care industry and more broadly. In some cases these laws prohibit or regulate additional conduct beyond what federal law affects. Penalties for violating these laws can range from fines to criminal sanctions.

HIPAA. The federal Health Insurance Portability and Accountability Act (“HIPAA”) of 1996, as amended by the American Recovery and Reinvestment Act of 2009, and implementing regulations, includes criminal prohibitions against healthcare fraud, embezzlement, and making false statements relating to healthcare matters. The provisions of this federal statute prohibit knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment or exclusion from government sponsored programs. The false statements sections of the statute prohibit knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. HIPAA also sets out privacy and security obligations for entitles governed by the statute that are discussed in more detail below.

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FCPA and Other Anti-Bribery and Anti-Corruption Laws. The United States Foreign Corrupt Practices Act (“FCPA”) prohibits United States corporations and their representatives from offering, promising, authorizing or making payments to any foreign government official, government staff member, political party or political candidate in an attempt to obtain or retain business abroad. The scope of the FCPA would include interactions with certain healthcare professionals or organizations in many countries. SomaLogic’s present and future business has been and will continue to be subject to various other United States and foreign laws, rules and/or regulations.

Physician Payment Sunshine Act. Manufacturers of United States FDA-regulated devices reimbursable by federal healthcare programs are subject to the Physician Payment Sunshine Act, which requires manufacturers to track and annually report to CMS certain payments and other transfers of value made to United States-licensed physicians or United States teaching hospitals. Manufacturers are also required to report certain ownership interests held by physicians and their immediate family members. The law carries penalties of up to $1.15 million per year for violations, depending on the circumstances, and payments reported also have the potential to draw scrutiny on payments to and relationships with physicians, which may have implications under the Anti-Kickback Statute, Stark Law and other healthcare laws.

In addition, there has been a recent trend of increased federal and state regulation of payments and other transfers of value provided to healthcare professionals and entities. Similar to the federal law, certain states also have adopted marketing and/or transparency laws relevant to device manufacturers, some of which are broader in scope. Certain states also mandate that device manufacturers implement compliance programs. Other states impose restrictions on device manufacturer marketing practices and require tracking and reporting of gifts, compensation, and other remuneration to healthcare professionals and entities. The need to build and maintain a robust compliance program with different compliance and/or reporting requirements increases the possibility that a healthcare company may violate one or more of the requirements, resulting in fines and penalties.

United States and International Data Security and Data Privacy Laws

SomaLogic is or in the future may be subject to diverse laws and regulations relating to data privacy and security, including, in the United States, HIPAA, and, in the European Union (“EU”), Regulation 2016/679, known as the General Data Protection Regulation (“GDPR”), which came into effect across the European Economic Area in May 2018. Some countries, such as Brazil and Japan, have enacted or amended omnibus laws, and others, such as China and Russia, have also passed laws that require personal data relating to their citizens to be maintained in the country under certain circumstances and impose additional data transfer restrictions. Complying with these numerous, complex and often changing regulations is expensive and difficult, and failure to comply with any privacy laws or data security laws or any security incident or breach involving the misappropriation, loss or other unauthorized use or disclosure of personal data (including sensitive or confidential patient or consumer information), whether by SomaLogic or a third-party, could have a material adverse effect on SomaLogic’s business, reputation, financial condition and results of operations, including but not limited to: material fines and penalties; damages; litigation; consent orders; extensive audits and inspections; bans on all or some processing of personal data carried out by noncompliant actors; and injunctive relief. The GDPR also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR.

HIPAA, as well as a number of other federal and state privacy-related laws, extensively regulate the use and disclosure of individually identifiable health information, known as “protected health information” or “PHI.” HIPAA applies to health plans, healthcare providers who engage in certain standard healthcare transactions electronically, such as electronic billing, and healthcare clearinghouses, all of which are referred to as “covered entities” under HIPAA. HIPAA also directly regulates “business associates,” which are certain types of entities that act as service providers to covered entities and receive or have access to PHI as part of providing the relevant services to the covered entity customer. Business Associates are responsible for complying with certain provisions of HIPAA and can be subject to direct enforcement for violations of HIPAA. State imposed health information privacy and security laws typically apply based on licensure, for example, licensed providers or licensed entities are limited in their ability to use and share health information.

Additionally, many states have enacted legislation protecting the privacy and/or security of “personal information” such as identifiable financial or health information, social security number and credit card information. These laws overlap in certain circumstances and can apply simultaneously with federal privacy and security requirements and regulated entities must comply with all of them. The California Consumer Privacy Act (“CCPA”) that went into effect January 1, 2020, is one of the most restrictive state privacy laws, protecting a wide variety of personal information and granting significant rights to California residents with respect to their personal information. In dealing with health information for the development of its technology or for commercial purposes, SomaLogic will be affected by HIPAA and state-imposed health information privacy and security laws because these laws regulate the ability of SomaLogic’s potential customers and research collaborators to share health information with SomaLogic and may in certain circumstances impose additional direct obligations on SomaLogic. Additionally, SomaLogic must also identify and comply with all applicable state laws for the protection of other types of personal information (e.g., consumer, employee, B2B information) that the company collects. In addition to the CCPA, many other states have proposed or already enacted similar data privacy and security laws, including Massachusetts’ Standards for the Protection of Personal Information (MA 201 C.M.R. §§ 17.00 et seq.) and the newly enacted Virginia Consumer Data Protection Act.

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In the EU, increasingly stringent data protection and privacy rules that have and will continue to have substantial impact on the use of personal and patient data across the healthcare industry became stronger in May 2018. The GDPR applies across the EU (as well as the European Economic Area) and includes, among other things, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances and significant fines for non-compliance. The GDPR fine framework can be up to 20 million euros, or up to 4% of the company’s total global turnover of the preceding fiscal year, whichever is higher. The GDPR sets out a number of requirements that must be complied with when handling the personal data of individuals (i.e., data subjects) in the EU including: providing expanded disclosures about how their personal data will be used; higher standards for organizations to demonstrate that they have obtained valid consent or have another legal basis in place to justify their data processing activities; the obligation to appoint data protection officers in certain circumstances; new rights for individuals to be “forgotten” and rights to data portability, as well as enhanced current rights (e.g., access requests); the principal of accountability and demonstrating compliance through policies, procedures, training and audit; and the new mandatory data breach regime. In particular, medical or health data, genetic data and biometric data where the latter is used to uniquely identify an individual are all classified as “special category” data under the GDPR and are afforded greater protection and require additional compliance obligations. Noncompliance could result in the imposition of fines, penalties, or orders to stop noncompliant activities. SomaLogic is subject to the GDPR since we offer products or services to individuals in the EU or otherwise enters into contracts with EU entities that handle the collection and processing of data of individuals within the EU.

SomaLogic could also be subject to evolving EU laws on data export, for transfers of data outside the EU to itself or third parties. The GDPR only permits transfers of data outside the EU to jurisdictions that ensure an adequate level of data protection. The United States has not been deemed to offer an adequate level of protection, so in order for SomaLogic to transfer personal data from the EU to the United States, SomaLogic must identify a legal basis for data transfer (e.g., the European Union Commission approved Standard Contractual Clauses) and any supplementary measures taken, or to be taken, to provide an adequate level of protection for the data. On July 16, 2020, the Court of Justice of the European Union or the CJEU, issued a landmark opinion in the case Maximilian Schrems vs. Facebook (Case C-311/18), called Schrems II. This decision (a) calls into question commonly relied upon data transfer mechanisms as between the EU member states and the United States (such as the Standard Contractual Clauses) and (b) invalidates the EU-U.S. Privacy Shield, an adequacy decision on which many companies had relied as an acceptable mechanism for transferring such data from the EU to the United States. The CJEU is the highest court in Europe and the Schrems II decision heightens the burden on data exporters and data importers to assess United States national security laws on their business and future actions of EU data protection authorities are difficult to predict.

Further, the United Kingdom’s decision to leave the EU, often referred to as Brexit, has created uncertainty with regard to data protection regulation in the United Kingdom. At the current time, the Data Protection Act of 2018 that implements and complements the GDPR achieved Royal Assent on May 23, 2018 and is now effective in the United Kingdom (the “UK GDPR”). The UK authorities are also set to finalize the updated UK Standard Contractual Clauses on March 21, 2022. It is possible that additional issues may arise from a data privacy perspective between the EU and the UK.

Other Governmental Regulation

SomaLogic is subject to laws and regulations related to the protection of the environment, the health and safety of employees and the handling, transportation and disposal of medical specimens, infectious and hazardous waste and radioactive materials. For example, the United States Occupational Safety and Health Administration, or OSHA, has established extensive requirements relating specifically to workplace safety for employers in the United States. This includes requirements to develop and implement multi-faceted programs to protect workers from exposure to blood-borne pathogens, including preventing or minimizing any exposure through needle stick injuries. For purposes of transportation, some biological materials and laboratory supplies are classified as hazardous materials and are subject to regulation by one or more of the following agencies: the United States Department of Transportation, the United States Public Health Service, the United States Postal Service and the International Air Transport Association. We generally use third-party vendors to dispose of regulated medical waste, hazardous waste and radioactive materials that we may use during our research.

International Laws and Regulations for IVD Products

Whether or not we are required to comply with requirements for marketing clinical diagnostic products in the United States, we anticipate that we will still be required to obtain the requisite approvals from regulatory authorities in non-United States countries prior to the marketing of any product for clinical diagnostic use in those countries. The regulations in other jurisdictions vary from those in the United States and may be easier or more difficult to satisfy and are subject to change. For example, the EU published in 2017 new regulations that will result in greater regulation of medical devices and IVDs. This new IVD regulation (“new IVD Regulation”) is significantly different from the European directive for in vitro diagnostic products that it replaces in that it will ensure that the new requirements apply uniformly and on the same schedule across the member states, include a risk-based classification system and increase the requirements for conformity assessment. The new IVD Regulation will become fully applicable in May 2022, and it will increase the requirements for covered products and involve conformity assessments done by third parties that are designated under the IVD Regulation as notified bodies.

Outside of the EU, regulatory authorization needs to be sought on a country-by-country basis in order for us to market any clinical diagnostic products. Some countries have adopted medical device regulatory regimes, such as the Classification Rules for Medical Devices published by the Hong Kong Department of Health, the Health Sciences Authority of Singapore

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regulation of medical devices under the Health Products Act, and Health Canada’s risk classification system for invasive devices, among others, that incorporate IVD products like the FDA’s current system. Each country may have its own processes and requirements for IVD licensing, approval/clearance, and regulation, therefore requiring us to seek any regulatory approvals on a country-by-country basis.

Implications of Being an Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. We also qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Exchange Act, and as such we may also take advantage of specified reduced disclosure and other requirements that are available to smaller reporting companies.

We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of certain reduced reporting obligations in this Annual Report on Form 10-K. These include extended transition periods for complying with new or revised accounting standards, an attestation of our internal controls as required by Section 404(b) of the Sarbanes-Oxley Act, providing only two years of audited financial statements, and scaled disclosures in our MD&A. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. To the extent we take advantage of any reduced disclosure obligations, it may make comparison of our financial statements with other public companies difficult or impossible.

Corporate Information

SomaLogic Operating Co., Inc. (formerly SomaLogic, Inc., and herein “SomaLogic Operating") was incorporated in the state of Delaware on October 13, 1999 and is headquartered in Boulder, Colorado. SomaLogic Operating is a protein biomarker discovery and clinical diagnostics company that develops slow off-rate modified aptamers (“SOMAmers®”), which are modified nucleic acid-based protein binding reagents that are specific for their cognate protein, and offers proprietary SomaScan® services, which provide multiplex protein detection and quantification of protein levels in complex biological samples.

CM Life Sciences II Inc. (“CMLS II”) was incorporated in Delaware as a blank check company on December 15, 2020. CMLS II was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

On September 1, 2021, we consummated the business combination (the “Business Combination”) contemplated by the Merger Agreement (as amended, the “Merger Agreement”), dated March 28, 2021, by and among CMLS II, S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CMLS II (“Merger Sub”), and SomaLogic Operating ("Old SomaLogic"). Pursuant to the Merger Agreement, Merger Sub merged with and into Old SomaLogic, with Old SomaLogic surviving the merger as a wholly-owned subsidiary of CMLS II. Upon the closing of the Business Combination, CMLS II changed its name to SomaLogic, Inc., and Old SomaLogic changed its name to SomaLogic Operating Co., Inc.

Our principal executive offices are located at 2945 Wilderness Place, Boulder, CO 80301, and our telephone number at that address is (303) 625-9000.

Available Information

Our website address is www.somalogic.com. Information contained on our website is not incorporated by reference into this Annual Report on Form 10-K, and you should not consider information contained on our website to be part of this Annual Report on Form 10-K or in deciding whether to purchase shares of our common stock. The U.S. Securities and Exchange Commission (“SEC”) maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act are also available free of charge on our investor relations website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Item 1A. Risk Factors

Summary of Risk Factors

In evaluating an investment in our securities, investors should carefully read the risks described below, this report and especially consider the factors discussed in the section entitled “Risk Factors.” If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

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•We expect to make significant investments in our continued research and development of new services and products, which may not be successful.

•We have incurred losses since we were formed and we may incur losses in the future.

•Seasonality may cause fluctuations in our revenue and results of operations.

•We may need to raise additional capital to fund commercialization plans for our services and products, including manufacturing, sales and marketing activities, expand investments in research and development and commercialize new products and applications.

•Our ability to use our net operating losses and certain other tax attributes may be limited.

•Our operating results have in the past fluctuated significantly and may continue to fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

•Our current and future services and products may never achieve significant commercial market acceptance.

•Errors or defects in our services or products could harm our reputation, decrease market acceptance of our services or products or expose us to product liability claims.

•Our business will depend significantly on research and development spending by pharmaceuticals, biotechnology, and academic, governmental and other research institutions, and any reduction in spending could limit demand for our services and products and adversely affect our business, results of operations, financial condition and prospects.

•The life sciences industry is subject to rapid change, which could make our proteomics platform and related services and products that we develop obsolete.

•Any disruption at our current headquarters and laboratory facility could negatively impact our business.

•Our reliance on distributors for sales of our services and products in certain geographies outside of the United States could limit or prevent us from selling our services and products and impact our revenue.

•A significant disruption in our information technology systems or the failure to maintain the integrity of our computer hardware, software and internet applications and related tools and functions could result in damage to our reputation, data integrity and/or subject us to costs, fines or lawsuits under data privacy or other laws or contractual requirements.

•We rely on assumptions and estimates and data to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

•Our current revenues are derived almost entirely from our research-based business operations with a limited number of customers and collaborators in a concentrated and competitive business sector.

•Old SomaLogic identified a material weakness in its internal control over financial reporting. If our remediation measures are ineffective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to report our financial condition or results of operations accurately or on a timely basis, which may adversely affect the value of our Common Stock.

•We rely on certain scientific methodologies and metrics to evaluate our services and products, and real or perceived inaccuracies in such metrics or new developments in the industry may adversely affect our reputation and business.

•We have limited experience producing and supplying our products. We may be unable to consistently manufacture our products or source our components to the necessary specifications or in quantities necessary to meet demand.

•Our research and development efforts will be hindered if we are not able to contract with third parties for access to samples.

•We rely on a limited number of suppliers for some of the equipment and materials, or components thereof, that we use for our services and products and the loss of such suppliers could adversely impact our business.

•Certain aspects of our business rely on relationships with collaborative partners, distributors and other third parties and such collaborative partners or other third parties could fail to perform sufficiently.

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•We may experience problems with supply chain efficiencies, manufacturing processes, or logistical management, which could adversely affect our business operations.

•Unfavorable United States or global economic conditions as a result of the COVID-19 pandemic, or otherwise, could adversely affect our ability to raise capital and our business, results of operations and financial condition.

•Intellectual property rights do not necessarily protect us from all potential threats.

•Claims by third parties that we infringe or misuse their proprietary technology could subject us to significant liability.

•Involvement in lawsuits to defend against third-party claims of intellectual property infringement, or to enforce or defend our intellectual property rights against infringers, could be time-intensive and costly.

•Confidentiality and trade secret protection agreements with employees and others may not adequately prevent disclosure of trade secrets and protect other proprietary information.

•If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new services and products in the future.

•Our use of open source software could compromise our ability to offer our services and subject us to possible litigation.

•We may depend on proprietary technology licensed from others in the future. If we are unable to acquire or license additional proprietary rights from third parties, we may not be able to develop our potential services and products.

•We rely on strategic collaboration and licensing arrangements with third parties for research and development of commercial products and to further develop intellectual property. We may not be able to successfully establish and maintain such intellectual property.

•Our business is subject to state, federal and foreign regulations, including regulations related to data privacy and security, intellectual property, environmental health and safety, consumer protection, false or fraudulent claims, anti-bribery, and laboratory licensing, that could result in compliance costs.

•Changes in regulations or violations of regulations may, directly or indirectly, reduce our revenue, adversely affect our results of operations and financial condition and harm our business.

•The FDA may require us to obtain premarket authorizations and comply with the FDA requirements for some of our products and services. Failure to do so may delay or prevent the marketing of our products and services.

•We expect to rely on third parties in conducting any required future studies of diagnostic services and products that may be required by the FDA or other regulatory authorities, and those third parties may not perform satisfactorily.

•Our employees, principal investigators, consultants and collaborators may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.

•We or our strategic partners or licensees may fail to successfully petition the Japanese National Health Services for use of the SomaSignal™ tests in the annual government-funded health check, which may harm our business..

•Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

•The requirements of being a public company may strain our resources.

•Our principal stockholders and management own a significant percentage of our Common Stock and will be able to exercise significant influence over matters subject to stockholder approval.

•We do not expect to pay dividends for the foreseeable future. Investors may never obtain a return on their investment.

•The price of our Common Stock and Public Warrants may be volatile.

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in report, including the financial statements and notes to the financial statements included herein and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our securities. We cannot assure you that any of the events discussed below will not occur. These events could have a material and adverse impact on our business, financial condition, results of operations and prospects. In such event, the trading price of our Common Stock could decline, and you could lose all or part of your investment. The risks and

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uncertainties described below represent the material risks known to us, but they are not the only ones we face. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein. Unless expressly indicated or the context requires otherwise, the terms “SomaLogic,” the “Company,” “we,” “us” and “our” in this filing refer to SomaLogic, Inc., and where appropriate, our wholly-owned subsidiaries. Some statements in this Annual Report on Form 10-K, including statements in the following risk factors, constitute forward-looking statements. Please refer to “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

We expect to make significant investments in our continued research and development of new services and products, which may not be successful.

As of December 31, 2021, we have a library of approximately 7,000 protein target measurements and plan to increase our library to approximately 10,000 protein target measurements in 2023, and an even greater number over time. We also plan to invest in our sales and marketing infrastructure to grow our customer base and sell more products and services to existing customers. We expect to incur significant expenses to advance these development efforts, but they may not be successful. Even if we are ultimately successful in these efforts, our gross margins may suffer as we invest in advance of potential revenue growth. Further, despite our plans to increase our library of protein targets over time, we cannot guarantee this trajectory.

Products, services or software that initially show promise may fail to achieve the desired results or may not achieve acceptable levels of analytical accuracy or clinical utility. We may need to alter our products in development and repeat studies before we identify a potentially successful product or service. Product development is expensive, may take years to complete and can have uncertain outcomes. Failure can occur at any stage of the development. If, after development, a product appears successful, we or our collaborators may, depending on the nature of the product, need to obtain the United States Food and Drug Administration (the “FDA”), European Medicines Agency (“EMA”) and other regulatory clearances, authorizations or approvals before we can market the product. The FDA’s and EMA’s clearance, authorization or approval pathways are likely to involve significant time, as well as additional research, development and clinical study expenditures. The FDA, EMA or other applicable regulatory authority may not clear, authorize or approve any future product we develop. Even if we develop a product that receives regulatory clearance, authorization or approval, we or our collaborators would need to commit substantial resources to commercialize, sell and market the product before it could be profitable, and the product or service may never be commercially successful. Additionally, development of any product or service may be disrupted or made less viable by the development of competing products or services.

New potential products and services may fail at any stage of development or commercialization and if we determine that any of our current or future services, products or software is unlikely to succeed, we may abandon them without any return on our investment. If we are unsuccessful in developing additional services, products or software, our potential for growth may be impaired.

We have incurred losses since we were formed and we may incur losses in the future.

We have incurred net losses since we were formed. We may incur additional losses in the future as we plan to invest significant additional funds toward expansion of our commercial organization, the improvement and development of our technology and new product and service development. We may incur additional losses in the future for a number of other reasons, many of which are beyond our control, including the other risks described in this “Risk Factors” section, the market acceptance of our new services, future service development and our market penetration and margins. Our failure to become profitable could depress the value of our Common Stock, could impair our ability to raise capital, expand our business, maintain our research and development efforts or continue our operations. A decline in the value of our Common Stock could also cause you to lose all or part of your investment.

Seasonality may cause fluctuations in our revenue and results of operations.

We operate on a December 31 fiscal year end and believe that there are significant seasonal factors which may cause sales of our products to vary on a quarterly or yearly basis and increase the magnitude of quarterly or annual fluctuations in our operating results. We believe that this seasonality results from a number of factors, such as customer purchasing cycles - the procurement and budgeting cycles of many of our customers, especially government- or grant-funded customers, whose cycles often coincide with government fiscal year ends or biopharmaceutical companies whose approved budget expires by year end. These factors have contributed, and may contribute in the future, to substantial fluctuations in our quarterly operating results, which may cause our operating results in some quarters to fall below the expectations of securities analysts or investors. These fluctuations, among other factors, also mean that our operating results in any particular period may not be relied upon as an indication of future performance. Seasonal or cyclical variations in our sales have in the past, and may in the future, become more or less pronounced over time, and have in the past materially affected, and may in the future materially affect, our business, financial condition, results of operations and prospects.

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We may need to raise additional capital to fund commercialization plans for our services and products, including manufacturing, sales and marketing activities, expand investments in research, and development, and commercialize new products and applications.

Our operations have consumed substantial amounts of cash since inception. We expect to expend substantial additional amounts to continue to commercialize our services and products and to develop new ones, and may require additional capital to do so. In addition, our operating plans may change as a result of many factors that may currently be unknown to us, and we may need to seek additional funds sooner than planned.

We cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms of any future financing may adversely affect the holdings or the rights of new stockholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our Common Stock to decline. The incurrence of indebtedness could result in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable, and we may be required to relinquish rights to some of our technologies or products or otherwise agree to terms that are unfavorable to us, any of which may have a material adverse effect on our business, operating results and prospects. In addition, raising additional capital through the issuance of equity or convertible debt securities would cause dilution to holders of our equity securities, and may affect the rights of then-existing holders of our equity securities. Even if we believe that we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if it has specific strategic considerations.

Our ability to use our net operating losses and certain other tax attributes may be limited.

Under legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act, as modified by the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, unused federal net operating losses (“NOLs”) generated in tax years beginning after December 31, 2017, will not expire and may be carried forward indefinitely, and generally may not be carried back to prior taxable years, except that under the CARES Act, net operating losses generated in 2018, 2019 and 2020 may be carried back five taxable years. Additionally, the deductibility of such federal NOLs in tax years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the Tax Cuts and Jobs Act, or the CARES Act. In addition, under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” generally defined as a cumulative change of more than 50 percentage points (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income or taxes may be limited. We may experience ownership changes in the future as a result of shifts in our stock ownership (some of which may be outside our control). As a result, if we earn net taxable income, our ability to use our pre-change NOL carryforwards to offset such taxable income may be subject to limitations. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. For example, California recently imposed limits on the usability of California state NOLs to offset taxable income in tax years beginning after 2019 and before 2022. As a result, even if we attain profitability, we may be unable to use a material portion of our NOL carryforwards and other tax attributes, which could adversely affect our future cash flows.

Our operating results have in the past fluctuated significantly and may continue to fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

Our quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including but not limited to the various other factors described in this “Risk Factors” section.

The cumulative effects of such factors could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period.

Our current and future services and products may never achieve and sustain sufficient commercial market acceptance.

Our success depends on the market’s confidence that we can provide research and diagnostic products and services that improve clinical outcomes, lower healthcare costs, aid in research efforts directed at the better understanding of human biology, and enable better biopharmaceutical development. Failure of our services and products, or those jointly developed with our collaborators, to perform as expected could significantly impair our operating results and our reputation. We believe

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academic institutions and biopharmaceutical companies are likely to be particularly sensitive to defects, errors, inaccuracies, delays in or associated with our services. We and our collaborators may not succeed in achieving and sustaining sufficient commercial market acceptance for our current or future services and products due to a number of factors, including:

•the impact of our investments in service and product innovation and commercial growth;

•our ability to demonstrate the utility of our platform and related services and their potential advantages over existing technologies to academic institutions, biopharmaceutical companies and the medical community;

•our ability, and that of our collaborators, to comply with regulatory requirements; and

•the rate of adoption of our services and products by academic institutions, key opinion leaders, advocacy groups and key customers and potential customers.

Additionally, our customers and collaborators may decide to decrease or discontinue their use of our services due to changes in their research and development plans, financial constraints, the regulatory environment, negative publicity about our services or competing products both of which are circumstances outside of our control. We may not be successful in addressing these or other factors that might affect the market acceptance of our services and technologies. Failure to achieve widespread market acceptance of our services and products could materially harm our business, revenues, financial condition and results of operations.

Errors or defects in our services or products could harm our reputation, decrease market acceptance of our services or products or expose us to product liability claims

We are creating new services and products. The testing processes utilize a number of complex and sophisticated biochemical, informatics, optical and mechanical processes, many of which are highly sensitive to external factors. An operational or technology failure in one of these complex processes or fluctuations in external factors may result in less efficient processing or variation between testing runs. Refinements to our processes may initially result in unanticipated issues that reduce the efficiency or increase variability. In particular, sequencing, which is a key component of these processes, could be inefficient with higher than expected variability thereby increasing total sequencing costs and reducing the number of samples we can process in a given time period. Therefore, inefficient or variable processes can cause variability in our operating results and damage our reputation.

In addition, our laboratory operations could result in any number of errors or defects. Our quality assurance system may fail to prevent us from inadvertent problems with samples, sample quality, lab processes including sequencing, software, data upload or analysis, raw materials, reagent manufacturing, assay quality or design, or other components or processes. In addition, our assays may have quality or design errors, and we may have inadequate procedures or instrumentation to process samples, assemble our proprietary primer mixes and commercial materials, upload and analyze data, or otherwise conduct our laboratory operations. If we provide services with undiscovered errors to our customers, our clinical diagnostics may falsely indicate a patient has a disease or fail to detect disease in a patient who requires treatment. We believe our customers are likely to be particularly sensitive to service and product defects, errors and delays, including if our services and products fail to indicate the presence of residual disease with high accuracy from clinical specimens or if we fail to list or inaccurately indicate the presence or absence of disease in our test report. In drug discovery, such errors may interfere with our customers’ clinical studies or result in adverse safety or efficacy profiles for their products in development. This may harm our customers’ businesses and may cause us to incur significant costs, divert the attention of key personnel, encourage regulatory enforcement action against us, create a significant customer relations problem for us and cause our reputation to suffer. We may also be subject to warranty and liability claims for damages related to errors or defects in our services or products. Any of these developments could harm our business and operating results.

Our business will depend significantly on research and development spending by pharmaceuticals, biotechnology, and academic, governmental and other research institutions, and any reduction in spending could limit demand for our services and products and adversely affect our business, results of operations, financial condition and prospects.

We expect that substantially all of our sales revenue in the near term will be generated from sales to pharmaceuticals, biotechnology, and academic, governmental and other research institutions. Much of these customers’ funding will be provided by various state, federal and international government agencies. As a result, the demand for our services and products will depend upon the research and development budgets of these customers, which are impacted by factors beyond our control, such as:

•decreases in government funding of research and development;

•changes to programs that provide funding to research laboratories and institutions, including changes in the amount of funds allocated to different areas of research or changes that have the effect of increasing the length of the funding process;

•macroeconomic conditions and the political climate;

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•researchers’ opinions of the utility of our technology platform;

•citation of our technology platform in published research;

•potential changes in the regulatory environment;

•differences in budgetary cycles, especially government- or grant-funded customers, whose cycles often coincide with government fiscal year ends;

•competitor services and product offerings or pricing;

•market-driven pressures to consolidate operations and reduce costs; and

•market acceptance of relatively new technologies.

In addition, various state, federal and international government agencies that provide grants and other funding may be subject to stringent budgetary constraints that could result in spending reductions, reduced grant making, reduced allocations or budget cutbacks, which could jeopardize the ability of these customers, or the customers to whom they provide funding, to purchase our assay services. There is no guarantee that the National Institutes of Health (“NIH”) appropriations will not decrease in the future. A decrease in the amount of, or delay in the approval of, appropriations to, or a decrease in the aggregate amount of grants awarded for life sciences research or the redirection of existing funding to other projects or priorities by, NIH or other similar United States or international organizations, such as the Medical Research Council in the United Kingdom, could result in fewer grants benefiting life sciences research. Our operating results may fluctuate substantially due to any such reductions and delays.

The life sciences industry is subject to rapid change, which could make our proteomics platform and related services and products that we develop obsolete. Our long-term results depend upon our ability to improve existing services and products, and our ability to introduce and market new services and products successfully.

Our business is dependent on the continued improvement of our existing services and products and our development of new services and products utilizing our existing technology or other potential future technology. As we introduce new services and products or refine, improve or upgrade versions of existing services and products, we cannot predict the level of market acceptance or the amount of market share these services and products will achieve, if any. We cannot assure you that we will not experience material delays in the introduction of new services and products in the future.

We generally sell our services and products in industries that are characterized by rapid technological changes, frequent new product introductions and changing industry standards. If we do not develop new services and products and service enhancements based on technological innovation on a timely basis, our services and products may become obsolete over time and our revenues, cash flow, profitability and competitive position will suffer. Our success will depend on several factors, including our ability to:

•correctly identify customer needs and preferences and predict future needs and preferences;

•allocate our research and development funding to services and products with higher growth prospects;

•anticipate and respond to our competitors’ development of new services and products and technological innovations;

•innovate and develop new technologies and applications, and acquire or obtain rights to third party technologies that may have valuable applications in the markets we serve;

•successfully commercialize new technologies in a timely manner, price them competitively and manufacture and deliver sufficient volumes of new services and products of appropriate quality on time; and

•convince customers to adopt new technologies.

In addition, if we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily in research and development of services and products that do not lead to significant revenue. Even if we successfully innovate and develop new services and products and service enhancements, we may incur substantial costs in doing so, and our profitability may suffer.

Our ability to develop new services and products based on innovation can affect our competitive position and often requires the investment of significant resources. Difficulties or delays in research, development or production of new products and services or failure to gain market acceptance of new services and products and technologies may reduce future revenues and adversely affect our competitive position.

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The majority of our operations and laboratory processes are currently conducted at a single location and any disruption at our facility could negatively impact our operations and increase our expenses.

Our headquarters in Boulder, Colorado contains nearly all of our corporate and administrative functions, the majority of our research, laboratory facilities, and all of our in-house manufacturing. A natural or man-made disaster or casualty event could cause substantial delays or other disruptions in our operations, damage or destroy our manufacturing equipment or inventory, and cause us to incur additional expenses. The inability to perform our laboratory processes or to reduce the backlog that could develop if our facilities are inoperable, for even a short period of time, may result in the loss of customers or harm to our reputation, and we may be unable to regain those customers or repair our reputation in the future.

Additionally, although we maintain insurance that may cover certain losses in connection with a fire and certain types of other casualty events, we cannot be certain our insurance coverage will be adequate for losses actually incurred, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future losses. One or more large losses that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible requirements, could have a material adverse effect on our business, including our financial condition, results of operations and reputation.

If we are unable to support demand for our commercial assay services, our business could suffer.

As demand for our assay services grows, we will need to continue to scale our assay capacity and processing technology in order to support our data retention. We will also need to expand customer service, billing and systems processes and enhance our internal quality assurance program in order to support demand for assay services. We will also need additional certified laboratory scientists and other scientific and technical personnel to process higher volumes of samples. We cannot assure you that any increases in scale, related improvements and quality assurance will be successfully implemented or that appropriate personnel will be available.

Further, our data and bioinformatics platform leverages third parties heavily for day-to-day operations. If we cannot expand capabilities or have any issues relying on third parties it could negatively impact our growth and our business. Additionally, if there are advancements in artificial intelligence technologies that we do not have access to or the ability to use and our competitors can use them then they may create a superior or more desirable service.

Failure to implement necessary procedures, transition to new processes or hire the necessary personnel could result in higher costs of processing samples, quality control issues or inability to meet demand. There can be no assurance that we will be able to perform our assay services on a timely basis at a level consistent with demand, or that our efforts to scale our operations will not negatively affect the quality of assay services results. If we encounter difficulty meeting market demand or quality standards, our reputation could be harmed and our future prospects and our business could suffer.

Our reliance on distributors for sales of our services and products in certain geographies outside of the United States could limit or prevent us from selling our services and products and impact our revenue.

In Asia and certain regions of Europe, we sell our services and products through third-party distributors, and we intend to continue to grow our business internationally and to do so we must attract additional distributors and retain existing distributors to maximize the commercial opportunity for our services. There is no guarantee that we will be successful in attracting or retaining desirable sales and distribution partners or that we will be able to enter into such arrangements on favorable terms. Most of our distribution relationships are non-exclusive and permit such distributors to distribute competing services. As such, our distributors may not commit the necessary resources to market our services to the level of our expectations or may choose to favor marketing the services of our competitors. If current or future distributors do not perform adequately or we are unable to enter into effective arrangements with distributors in particular geographic areas, we may not realize long-term international revenue growth.

A significant disruption in our information technology systems or the failure to maintain the confidentiality, integrity and availability of our computer hardware, software and internet applications and related tools and functions, could result in damage to our reputation, data integrity and/or subject us to costs, fines or lawsuits under data privacy or other laws or contractual requirements.

We rely on information technology (“IT”) systems to keep financial records, manage our manufacturing operations, fulfill customer orders, capture laboratory data, maintain corporate records, communicate with staff and external parties and operate other critical functions. Our IT systems, and those of our vendors, are potentially vulnerable to disruption due to breakdown, malicious intrusion and computer viruses or other disruptive events including but not limited to natural disaster. If we were to experience a prolonged system disruption in our IT systems or those of certain of our vendors, it could negatively impact our ability to serve our customers, which could adversely impact our business. Although we maintain offsite back-ups of our data, if operations at our facilities were disrupted, it could cause a material disruption in our business if we are not capable of restoring function on an acceptable timeframe.

In addition, our IT systems, and those of our vendors, are potentially vulnerable to hacking, social engineering, phishing, or other causes could lead to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to confidential information, trade secrets or other intellectual property, or personal information (including sensitive personal

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information) of our employees, customers and others (“Security Incident”). The techniques used by criminal elements to attack computer systems are sophisticated, change frequently and may originate from less regulated and remote areas of the world. As a result, we may not be able to address these techniques proactively or implement adequate preventative measures. We are also reliant on the quality of our training of employees to allow them to spot and appropriately respond to cyber security threats. We have been subject to a number of phishing attempts and require employees to remain vigilant to ensure that such attempts are unsuccessful. A Security Incident could have a material adverse effect on our business, reputation, financial condition and results of operations. In addition, a Security Incident could result in legal claims, investigations or proceedings by governmental entities or private parties and/or related fines and penalties, and liability under laws or regulations, including US federal and state data protection regulations and the GDPR (as defined below), and other regulations. For extensive breaches, notice may need to be made to the media or state Attorneys General. Such a notice could harm our brand and reputation and adversely affect our ability to compete. These breaches and other inappropriate access can be difficult to detect, and any delay in identifying them may lead to increased harm of the types described above. We expect to continue to expend significant resources to protect against, and where appropriate respond to and remediate, Security Incidents.

Although we maintain insurance that may cover certain liabilities and losses in connection with a security breach or other security incident, we cannot be certain our insurance coverage will be adequate for liabilities or losses actually incurred, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us or experience of losses that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible requirements, could have a material adverse effect on our business, including our financial condition, results of operations and reputation.

We rely on assumptions and estimates and data to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

In addition to our financial results, our management regularly reviews a number of operating and financial metrics, including a breakdown of assay services revenue, product revenue and other revenue, and status of pipeline opportunities that represent customers in test, trials, pilots and full deployments, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. As both the industry in which we operate and our businesses continue to evolve, so too might the metrics by which we evaluate our businesses. While the calculation of the metrics we use is based on what we believe to be reasonable estimates, our internal tools are not independently verified by a third party and have a number of limitations and our methodologies for tracking these metrics may change over time. Further, our pipeline opportunities may fail to materialize, which may lead to an inability to develop our business at all. Accordingly, investors should not place undue reliance on these metrics.

Our current revenues are derived almost entirely from our research-based business operations with a limited number of customers and collaborators in a concentrated and competitive business sector.

Our current and largest customer base is primarily composed of pharmaceutical and academic institutions, as well as biopharmaceutical organizations. Given that our current revenues are derived from these concentrated business sectors and a limited number of customers and collaborators our ability to conduct our business and generate revenue could be harmed by the loss of major customers in our research-based business operations, and any events or circumstances that broadly affect research-based sectors within our customer base, including pharmaceuticals, biotechnology, contracted research and academia. Although research-based business is a large sector of the life sciences industry, it is a concentrated sector and our future revenues and success will depend upon our ability to respond to the evolving needs of the marketplace, including among existing customers and collaborators, and through increasing our customer base both in our research-based business and other sectors of the life-sciences industry, such as our clinical-based business and direct-to-consumer business operations. Although we have recently experienced success in the life sciences industry, which we believe is in part due to a growing customer base and wider acceptance of our technology, it is not advisable to rely on our past results as an indication of our future performance in a competitive industry where our continued success will be dependent upon our ability to expand our existing customer base and attracting new types of customers.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

Our 5,519,991 Public Warrants and 5,013,333 Private Placement Warrants are classified as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. Accounting Standards Codification 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

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Old SomaLogic identified a material weakness in its internal control over financial reporting. If our remediation measures are ineffective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to report our financial condition or results of operations accurately or on a timely basis, which may adversely affect investor confidence in us and, as a result, the value of our Common Stock.

SomaLogic identified a material weakness in its internal control over financial reporting for the year ended December 31, 2020 due to ineffective controls over the financial statement close process and lack of sufficient accounting and financial reporting personnel to ensure consistent application of GAAP and compliance with SEC rules and regulations.

We are in the process of remediating the deficiency. We cannot assure you that the material weakness will be remediated by us on the timelines currently anticipated, or at all, and/or that there will not be additional material weaknesses in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash flows.

If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our Common Stock could decline, and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

If we were to be sued for product liability or professional liability, we could face substantial liabilities that exceed our resources.

The marketing, sale and use of our services and products could lead to the filing of product or professional liability claims were someone to allege that our services or products identified inaccurate, incomplete or untimely information regarding the binding specificity and/or performance of our reagents for their respective protein targets, the performance consistency of our SomaScan® assay and SomaSignal™ tests, or that our services or products otherwise failed to perform as designed or intended. We may also be subject to liability for errors in, a misunderstanding of or inappropriate reliance upon, the information we provide in the ordinary course of our business activities. A product liability or professional liability claim, regardless of merit or eventual outcome, could result in substantial damages and be costly and time-consuming for us to defend, and such claims may result in loss of revenue, injury to our reputation and significant negative media attention, and/or decreased demand for, or inability to commercialize, any products, services or clinical solutions that we have developed or may develop.

Although we maintain insurance that may cover certain product liability and professional liability claims, we cannot be certain our insurance coverage will be adequate for claims actually asserted, that insurance will continue to be available to us on commercially reasonable terms, or at all, or that any insurer will not deny coverage as to any future liabilities. One or more large claims that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible requirements, could have a material adverse effect on our business, including our financial condition, results of operations and reputation. Any product liability or professional liability claim brought against us, with or without merit, could increase our insurance rates or prevent us from securing insurance coverage in the future. Additionally, any product liability lawsuit could cause current collaborators to terminate existing agreements or potential collaborators to seek other companies, any of which could impact our results of operations.

We rely on certain scientific methodologies and metrics to evaluate our services and products, and real or perceived inaccuracies in such metrics or new developments in the industry may adversely affect our reputation and business.

As part of achieving commercial market acceptance for our current and future services and products, our management and experts regularly review and use a number of methodologies and metrics, including affinity levels, to evaluate and measure the performance of our services and products. Although we believe that the current science and data available to us, including metrics such as affinity levels, demonstrates that our services and products are superior in the proteomics field, there is always potential that through discoveries, innovations and advances in technology in an emerging field like proteomics, the metrics underlying our assumptions and estimations could be perceived to be inaccurate or misplaced, or our services and products could be proved to be outdated or inferior to new technologies. As both the industry in which we operate and our business continues to evolve, so too might the methodologies and metrics by which we evaluate our services and products. If we do not continue to improve our methodologies and metrics and our ability to evaluate our services and products against other technologies, or such efforts are outpaced by our competitors, it could ultimately have a negative effect on our business and reputation which we believe to be a leader in the field of proteomics. Additionally, while the scientific methodologies and calculation of the metrics we use is based on established science and current technology and data to inform what we believe to be reasonable estimates about our services and products, there could be limitations or superior methods we are not aware of and, further, our current practices for tracking these methodologies and metrics and may change over time, as new technologies, innovations and discoveries are adopted or become generally accepted in the scientific community. Accordingly, investors should not place undue reliance on the scientific metrics and methodologies that

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we use to evaluate the performance of our services and products given the evolving proteomics field and innovative nature of the life sciences industry.

If we fail to offer high-quality customer service, our business and reputation could suffer.

We will continue to differentiate ourselves from our competition through our commitment to an exceptional customer experience. Accordingly, high-quality customer service is important for the growth of our business and any failure to maintain such standards of customer service, or a related market perception, could affect our ability to sell services and products to existing and prospective customers. Therefore, failure to scale our customer service organization adequately may adversely impact our business results and financial condition.

Customers utilize our service teams and online content for help with a variety of topics, including how to use our services and products efficiently, how to integrate our services and products into existing workflows, how to determine which of our other services may be needed for a given experiment and how to resolve technical, analysis and operational issues if and when they arise. As we introduce new services and enhance existing services and products, we expect utilization of our customer service teams to increase. In particular, the introduction of new or improved services that utilize different workflows or variations on existing workflows may require additional customer service efforts to ensure customers use such services correctly and efficiently. Additionally, as our business scales, we may need to engage third-party customer service providers, which could increase our costs and negatively impact the quality of the customer experience if such third parties are unable to provide service levels equivalent to ours.

The number of our customers has grown significantly and such growth, as well as any future growth, will put additional pressure on our customer service organization. We may be unable to hire qualified staff quickly enough or to the extent necessary to accommodate increases in demand.

In addition, as we continue to grow our operations and reach a global customer base, we need to be able to provide efficient customer service that meets our customers’ needs globally at scale. In geographies where we sell through distributors, we rely on those distributors to provide customer service. If these third-party distributors do not provide a high-quality customer experience, our business operations and reputation may suffer.

We have limited experience producing and supplying our products, we may be unable to consistently manufacture our products or source our components to the necessary specifications or in quantities necessary to meet demand at an acceptable cost or at an acceptable performance level.

Our SomaScan® assay requires an integrated workstation with many different components that work together. As such, a quality defect in a single component can compromise the performance of the entire solution. In order to successfully generate revenue from our SomaScan® assay services, we need to acquire products that meet our expectations for quality and functionality in accordance with established specifications on a timely basis. Our equipment and components are manufactured with complex processes, sophisticated equipment and strict adherence to specifications and quality systems procedures.

In order to successfully generate revenue from our services and products, we need to supply our customers with services and products that meet their expectations for quality and functionality in accordance with established specifications. While customer complaints regarding defects in our services and products have historically been low, we have experienced quality control and manufacturing defects in the past. Our ability to generate revenue could be impacted by any future quality control issues.

As we continue to grow and introduce new services and products, and as our services and products incorporate increasingly sophisticated technology, it will be increasingly difficult to ensure our services and products are produced in the necessary quantities without sacrificing quality. There is no assurance that we or our third-party suppliers will be able to continue to manufacture our services, products and components thereof so that they consistently achieve the product specifications and quality that our customers expect. Certain of our raw materials are subjected to a shelf life, after which their performance is not ensured. While we have implemented liquid stability and expiry standards, our long-term stability studies are underway and not complete. Use of raw materials that effectively expire early or shipment of defective products or components to customers, or using such defective supplies, products or components in our own labs may result in incorrect assay results, which could increase our costs or damage our reputation with customers, and depending upon current inventory levels and the availability and lead time for additional inventory, could lead to availability issues. Any future design issues, unforeseen manufacturing problems, such as contamination of facilities, equipment malfunctions, aging components, quality issues with components and materials sourced from third-party suppliers, or failures to strictly follow procedures or meet specifications, may have a material adverse effect on our brand, business, financial condition and operating results. If we or our third-party suppliers fail to maintain quality standards or certifications, our customers might choose not to purchase services or products from us.

In addition, as we increase manufacturing capacity, we will also need to make corresponding improvements to other operational functions, such as our customer service and billing systems, compliance programs and our internal quality assurance programs. We will also need additional equipment, manufacturing time, warehouse space and trained personnel

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to process higher volumes of services and products. We cannot assure that any increases in scale, related improvements and quality assurance will be successfully implemented or that equipment, manufacturing and warehouse space and appropriate personnel will be available. As we develop additional services and products, we may need to bring new equipment on-line, implement new systems, technology, controls and procedures and hire personnel with different qualifications. Our ability to increase our manufacturing capacity at our Boulder, Colorado location and in supplying services and products to our customers is complicated by the use of our proprietary equipment that is not readily available from third-party manufacturers.

Development of new SomaSignal™ tests is a complex process, and we may be unable to commercialize new diagnostic tests on a timely basis, or at all.

We cannot assure you that we will be able to develop and commercialize new diagnostic tests on a timely basis. Before we can commercialize any new diagnostic tests, we will need to expend significant funds in order to conduct research and development, further develop and scale our laboratory processes and further develop and scale our infrastructure to be able to analyze increasingly larger and more diverse amounts of data.

Our testing service development process involves risk, and development efforts may fail for many reasons, including failure of any test to perform as expected, lack of validation or reference data and failure to demonstrate utility of a test.

As we develop tests, we will have to make significant investments in development resources, especially if we discover that proteomic signatures are not adequate for certain tests that we are creating or might attempt to create in the future. Further, some new tests we are developing may require biological signatures that are not available yet, or are not adequate to allow for an effective test. Finally, there may be protein target classes that are more difficult to achieve high affinity measurements and test results. In addition, competitors may develop and commercialize competing tests faster than we are able to do so, which may result in an adverse effect on our business or financial condition.

If we cannot obtain enough samples, it will limit our ability to grow the business. If there is a change in public confidence in personal data management, it could lead to us not being able to store or have access to enough data. If we cannot develop strong enough insights from the data collected, then we might not grow our business.

Our research and development efforts could be hindered if we are not able to contract with third parties for access to samples, including sources such as biobanks.

Under standard clinical practice, samples collected from patients, including serum, plasma, blood and other tissues, are preserved and stored onsite. We rely on our ability to secure access to these archived samples, as well as information pertaining to the clinical outcomes of the patients from which they were derived for our clinical development activities. Others compete with us for access to these samples. Additionally, the process of negotiating access to archived samples is lengthy because it typically involves numerous parties and approval levels to resolve complex issues such as usage rights, institutional review board approval, privacy rights, publication rights, intellectual property ownership and research parameters.

Furthermore, existing legal requirements concerning the collection and archiving of human samples and privacy related thereto, or other legal factors arising in the future, may impact our ability to negotiate access to samples with biobanks, hospitals, clinical partners, pharmaceutical companies, or companies developing diagnostics or therapeutics on a timely basis or on commercially reasonable terms. Other laboratories or our competitors may secure access to archived samples before us, and may therefore delay or limit our ability to research, develop and commercialize future services or products.

We rely on a limited number of suppliers, or in some cases, a sole supplier, for some of the equipment and materials, or components thereof, that we use for our services and products and the loss of such suppliers or the need to find replacements or immediately transition to alternative suppliers could adversely impact our business.

We rely on a limited number of suppliers for equipment and materials, or components thereof, that we use in our services and products or laboratory operations. See Part I, Item 1 – “Business—Manufacturing and Supply” for additional details. Any disruption in certain of our supplier’s operations, or our inability to negotiate an extension to the applicable agreements on acceptable terms, or at all, or any competitive pressures, could negatively impact our supply chain and operations and our ability to conduct our business and generate revenue. Our suppliers could cease supplying these materials and equipment, or components thereof, at any time, or fail to provide us with sufficient quantities to meet our specifications. Any such interruption could significantly affect our business, financial condition, results of operations, and reputation.

We believe that there are only a select number of manufacturers other than those we rely on that are currently capable of supplying and servicing the arrays and other equipment and materials necessary for our operations. In the event it becomes necessary to utilize a different contract manufacturer for our products, we would experience additional costs, delays and difficulties in doing so as a result of identifying and entering into an agreement with a new manufacturer as well

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as preparing such new manufacturer to meet the logistical requirements associated with manufacturing our services and products, and our business would suffer.

Additionally, the use of equipment or materials provided by these replacement suppliers could require us to alter our current operations, establish new quality or performance standards, or revalidate our tests. Transitioning to new suppliers could also result in interruptions to our operations and affect our ability to service our customers and collaborators if we encounter delays or difficulties in securing these components, or if the quality of the components supplied do not meet specifications, or if we cannot then obtain an acceptable substitute. Therefore, we cannot assure you that, if we were forced to replace any of our limited or sole suppliers on which we rely, we would be able to secure alternative equipment and materials, or components thereof, or integrate such alternatives or replacements into our business without affecting our services and products or interrupting our current operations and business. If we encounter delays or difficulties in securing, replacing, reconfiguring, or revalidating the equipment and materials, or components thereof, and other supplies we require for our services and products and operations, it could adversely affect our business, revenue, financial condition and reputation.

Our suppliers have also been impacted by the COVID-19 pandemic, and we have also experienced supply delays for certain equipment, instrumentation and other supplies that we use for our services and products, as certain medical and testing supplies are otherwise diverted to COVID-19-related uses. If any of these events occur, our business, results of operations, financial condition and prospects could be harmed.

Certain aspects of our business rely on relationships with collaborative partners, distributors and other third parties for development, supply and marketing of certain services and potential services, and such collaborative partners or other third parties could fail to perform sufficiently.

We believe that success in penetrating certain geographic markets depends in part on our ability to develop and maintain relationships with key distributors of our services and products. Relying on distribution relationships is risky because, among other things, our distributors may: not devote sufficient resources to the sales of our services and products; fail to obtain approvals necessary to distribute our services and products; be acquired by other companies and terminate our distribution agreements or become insolvent; or decline to renew existing agreements on acceptable terms. Because these and other factors may be beyond our control, the distribution of our services and products in certain jurisdictions may be delayed or otherwise adversely affected. If we or any of our distributors terminate a distribution agreement, we may be required to devote additional resources to commercialization and distribution, which could adversely affect our business, financial condition and results of operations.

Certain disruptions in supply of, and changes in the competitive environment for, raw materials integral to the manufacturing of our services and products may adversely affect our profitability.

We use a broad range of materials and supplies, including metals, chemicals and other electronic components, in our services and products. A significant disruption in the supply of these materials could decrease production and shipping levels, materially increase our operating costs and materially adversely affect our profit margins. Shortages of materials or interruptions in transportation systems, labor strikes, work stoppages, war, acts of terrorism or other interruptions to or difficulties in the employment of labor or transportation in the markets in which we purchase materials, components and supplies for the production of our services and products, in each case may adversely affect our ability to maintain production of our services and products and sustain profitability. Unforeseen end-of-life for certain components, such as enzymes, could cause backorders as we modify our product specifications to accommodate replacement components. If we were to experience a significant or prolonged shortage of critical components from any of our suppliers and could not procure the components from other sources, we would be unable to manufacture our services and products and to ship such services and products to our customers in a timely fashion, which would adversely affect our sales, margins and customer relations.

We may experience problems with supply chain efficiencies or logistical management, which could adversely affect our business operations.

Certain aspects of our business depend upon supply chain efficiencies and logistical management of samples. For example, our technology and assay services depend on processing specifically sized samples from multiple locations while maintaining the integrity of the samples such they remain free from corruption or contamination. If there are interruptions to the supply chain or sample logistics, including circumstances that cause the improper handling of the samples, it would limit our ability to complete high quality assays and properly service our customers and collaborators. Therefore, unlike some of our competitors, which do not need high-quality, uncorrupted samples of the size that we require, our supply chain operations and logistical management are more integral to our sample processing and testing, and the breakdown of the supply chain or sample logistics would negatively impact our business operations. Likewise, if there are technological advancements that improve our competitors’ business operations, but which we are unable to utilize due to our specific requirements for the supply chain and sample logistics, we would be at a competitive disadvantage which could harm our business, revenue and reputation.

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We may experience manufacturing problems or delays that could limit our growth or adversely affect our operating results.

Our products and services are manufactured or performed at our facilities located in Boulder, Colorado using complex processes, sophisticated equipment and strict adherence to specifications and quality systems procedures. Any unforeseen manufacturing problems, such as contamination of our facilities, equipment malfunction, quality issues with components and materials sourced from third-party suppliers or failure to strictly follow procedures or meet specifications, could result in delays or shortfalls in performance. Identifying and resolving the cause of any such manufacturing or supplier issues could require substantial time and resources. If we are unable to keep up with demand for our products or services by successfully manufacturing and delivering our products or services in a timely manner, our revenue could be impaired, market acceptance for our products or services could be adversely affected and our customers might instead purchase our competitors’ products or services.

We have multi-step manufacturing processes some with long cycle times (months/years) that will continue to expand as our platform content expands. We will need to begin outsourcing some unit operations over time to ensure raw material availability and that has risks associated with it, as these are complex process chemistry operations with quality and yield requirements. Our batch sizes for key internal manufactured items are relatively fixed and generate multiple years of production in single lots. This may lead to inventory write-offs if technology advancements occur at a faster pace than our consumption of existing inventories allow generating early obsolescence. Additionally, we are reliant on a number of sole or single-sourced vendors for key raw material and those have relatively long lead times which may limit our ability to quickly respond to market changes without large inventory investments. We have scalable service capacity as adequate raw materials are available for surge capacities as we currently are not running a 24/7 operating model.

In addition, the introduction of new products and services may require the development of new manufacturing processes and procedures as well as new suppliers. While all of our assay services are performed using the same basic processes, significant variations may be required to meet new product or service specifications. Developing new processes and negotiating supply agreements can be very time consuming, and any unexpected difficulty in doing so could delay the introduction of a product or service.

Unfavorable United States or global economic conditions as a result of the COVID-19 pandemic, or otherwise, could adversely affect our ability to raise capital and our business, results of operations and financial condition.

While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the COVID-19 pandemic has resulted in, and may continue to result in, extreme volatility and disruptions in the capital and credit markets, reducing our ability to raise additional capital through equity, equity-linked or debt financings, which could negatively impact our short-term and long-term liquidity and our ability to operate in accordance with our operating plan, or at all.

Expansion of our business exposes us to business, regulatory, political, operational, financial and economic risks.

In addition to pursuing organic growth in the United States and internationally, we may also acquire other businesses, products or technologies as well as pursue strategic alliances, joint ventures, technology licenses or investments in complementary businesses. The anticipated benefit of any strategic transaction may not materialize and our ability to successfully pursue such transactions is unproven. Any of these transactions could be material to our financial condition and operating results and expose us to many risks, including disruptions to our commercial relationships, acquiring unanticipated liabilities, difficulties integrating acquired businesses, diversion of management time and focus from operating our business, increases in our expenses and reductions in our cash available for operations and other uses, and possible write-offs or impairment charges relating to acquired businesses. Furthermore, foreign acquisitions involve unique risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries. Additionally, because we and our collaborators currently market our services and products outside of the United States and may market future services and products outside of the United States, if cleared, authorized or approved, our business is subject to risks associated with doing business outside of the United States, including an increase in our expenses and diversion of our management’s attention from the development of future services and products. Accordingly, our business and financial results in the future could be adversely affected due to a variety of factors, including:

•multiple, conflicting and changing laws and regulations such as privacy, security and data use regulations, tax laws, export and import restrictions, economic sanctions and embargoes, employment laws, anticorruption laws, regulatory requirements, and other governmental approvals, permits and licenses;

•failure by us, our collaborators or our distributors to obtain regulatory clearance, authorization or approval for the use of our services and products in various countries;

•additional potentially relevant third-party patent rights;

•complexities and difficulties in obtaining intellectual property protection and enforcing our intellectual property;

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•difficulties in attracting talent, staffing, and retention, and managing foreign operations;

•logistics and regulations associated with shipping samples, including infrastructure conditions and transportation delays;

•limits in our ability to penetrate international markets if we are not able to conduct our immunosequencing or clinical diagnostic services locally;

•financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our services and products and exposure to foreign currency exchange rate fluctuations;

•natural disasters, political and economic instability, including wars, terrorism and political unrest, outbreak of disease, boycotts, retaliatory measures or economic sanctions imposed by governments, curtailment of trade and other business restrictions;

•regulatory and compliance risks that relate to maintaining accurate information and control over sales and distributors’ activities that may fall within the purview of the United States Foreign Corrupt Practices Act (“FCPA”), its books and records provisions, or its anti-bribery provisions, or laws similar to the FCPA in other jurisdictions in which we may now or in the future operate; and

•anti-bribery requirements of several member states in the EU and other countries, such as the United Kingdom’s Bribery Act of 2010, that are constantly changing and require disclosure of information to which United States legal privilege may not extend.

Any of these factors could significantly harm our future international expansion and operations and, consequently, our revenue and results of operations.

Implementing and maintaining compliance with applicable laws, regulations, standards and obligations relating to data privacy and security is operationally and financially taxing and the failure to comply could result in damage to our reputation and/or subject us to costs, fines or lawsuits under data privacy or other laws or contractual requirements.

As an organization with a global impact, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. There are numerous United States federal and state laws and regulations related to the privacy and security of personal information. In particular, regulations promulgated pursuant to the HIPAA establish privacy and security standards that limit the use and disclosure of PHI and require the implementation of administrative, physical and technological safeguards to protect the privacy of PHI and ensure the confidentiality, integrity and availability of electronic protected health information. Determining whether PHI has been handled in compliance with applicable privacy standards and our contractual obligations can require complex factual and statistical analyses and may be subject to changing interpretation.

In addition, many states in the United States in which we operate now or may operate in the future have laws that protect the privacy and security of sensitive and personal information. Certain state laws in the United States may be more stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts. For example, the California Consumer Privacy Act of 2018 (“CCPA”), which went into effect on January 1, 2020, imposes stringent data privacy and security requirements and obligations with respect to the personal information of California residents and households. Among other things, it requires covered companies to provide new disclosures to California consumers and provide such consumers new data protection and privacy rights, including the ability to opt-out of certain sales of personal information. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information that may increase the likelihood of, and risks associated with, data breach litigation. In November 2020, California voters passed by ballot referendum the California Privacy Rights Act (“CPRA”), which supersedes the CCPA and will be fully operative on January 1, 2023. The CPRA draws California law closer to core concepts that were first articulated in the EU’s GDPR (discussed below) and imposes new obligations on covered entities. It remains unclear how various provisions of the CRPA will be interpreted and enforced, and multiple states have enacted or are expected to enact similar laws. The effects of the CCPA and other similar state laws on our business are potentially significant and may require us to modify our data processing practices and policies and to incur costs and expenses in an effort to comply. State laws are changing rapidly, and there is discussion in the United States Congress of a new federal data protection and privacy law to which we may be subject.

In Europe, laws, regulations and standards in many jurisdictions apply broadly to the collection, use, retention, security, disclosure, transfer and other processing of personal information. For example, in the European Economic Area (“EEA”) and the United Kingdom (“UK”), the collection and use of personal data is governed by the EU General Data Protection Regulation — 2016/679 (“EU GDPR”) and related guidance together with the UK General Data Protection Regulation (“UK GDPR,” collectively with the EU GDPR, the “GDPR”). The GDPR, together with national legislation, regulations and

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guidelines of the EU member states and the UK govern the processing of personal data, impose strict obligations and restrictions on the ability to collect, use, retain, protect, disclose, transfer and otherwise process personal data. In particular, the GDPR includes obligations and restrictions concerning the consent and rights of individuals to whom the personal data relates, the transfer of personal data out of the EEA or the UK, data breach notifications and the security and confidentiality of personal data. Both the EU and the UK GDPR authorize fines for certain violations of up to 4% of a company’s global annual revenue or €20 million/£17.5 million, whichever is greater. Such fines are in addition to any civil litigation claims by customers and data subjects. European data protection authorities may interpret the GDPR and national laws differently and impose additional requirements, which contributes to the complexity of processing personal data in or from the EEA or UK. Guidance on implementation and compliance practices is often updated or otherwise revised. Several other countries, such as Brazil and Japan, have enacted or amended omnibus laws and others, such as China and Russia, have also passed laws that require personal data relating to their citizens to be maintained on in the country under certain circumstances and impose additional data transfer restrictions. Implementing and maintaining compliance with applicable security and privacy regulations may increase our operating costs, increase the complexity of delivering our services, and/or adversely impact our ability to market our services and products to customers.

Complying with all applicable laws, regulations, standards and obligations relating to data privacy, security and transfers may cause us to incur substantial operational costs or require us to modify our data processing practices and processes. Government enforcement actions can be costly and interrupt the regular operation of our business, and violations of data privacy laws can result in significant fines, reputational damage and civil lawsuits, any of which may adversely affect our business, financial condition and results of operations. We may not be able to respond quickly or effectively to regulatory, legislative and other developments, and these changes may in turn impair our ability to commercialize our assay services or increase our cost of doing business. In addition, if our practices are not consistent or viewed as not consistent with legal and regulatory requirements, including changes in laws, regulations and standards or new interpretations or applications of existing laws, regulations and standards, we may become subject to audits, inquiries, whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions or reputational damage. Any of the foregoing could have an adverse effect on our competitive position, business, financial condition, results of operations and prospects.

We depend on our key personnel and other highly qualified personnel, and if we are unable to recruit, train and retain our personnel, we may not achieve our goals.

Our future success depends on our ability to recruit, train, retain and motivate key personnel, including our senior management, research and development, manufacturing and sales, customer service and marketing personnel. In particular, Roy Smythe, our Chief Executive Officer, and Melody Harris, our President and Chief Operating Officer, are critical to our vision, strategic direction, culture and products. Competition for qualified personnel is intense, particularly in the areas of Molecular Biology, Software and BioInformatics. As we grow, we may continue to make changes to our management team, which could make it difficult to execute on our business plans and strategies. New hires also require significant training and, in most cases, take significant time before they achieve full productivity. Our failure to successfully integrate these key personnel into our business could adversely affect our business.

Our continued growth depends, in part, on attracting, retaining and motivating highly trained sales personnel with the necessary scientific background and ability to understand our systems at a technical level to effectively identify and sell to potential new customers. In addition, the continued development of complementary software tools, such as our analysis tools and visualization software, requires us to compete for highly trained software engineers and for highly trained sales and customer service personnel globally. We also compete for computational biologists and qualified scientific personnel with other life sciences companies, academic institutions and research institutions.

We do not maintain key person life insurance or fixed term employment contracts with any of our employees. As a result, our employees could leave the Company with little or no prior notice and would be free to work for a competitor. Because of the complex and technical nature of our services and products and the dynamic market in which we compete, any failure to attract, train, retain and motivate qualified personnel could materially harm our operating results and growth prospects.

Risks Related to Intellectual Property

If we are unable to protect our intellectual property effectively, our business would be harmed.

We rely on patent protection as well as protection afforded by trademark, copyright, trade secret and other intellectual property rights and contractual restrictions to protect our proprietary technologies, all of which provide limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. Our proprietary, foundational aptamer-based technology and processes are supported by approximately 800 patents (issued or pending) and support unparalleled sensitivity and specificity, and dynamic range. We continue to file new patent applications to attempt to obtain further legal protection of the full range of our technologies. If we fail to protect our intellectual property, third parties may be able to compete more effectively against us and we may incur substantial litigation costs in our attempts to recover or restrict the use of our intellectual property.

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Our success depends in part on obtaining patent protection for our services and processes, preserving trade secrets, registering copyrights and trademarks, operating without infringing the proprietary rights of third parties and if needed acquiring licenses for certain aspects of our technology or services. We may exercise our business judgment and choose to not pursue trade secret protection but file patent applications that disclose and describe our inventions to seek patent protection for our services and technology. We cannot assure investors that any of our currently pending or future patent applications will result in issued patents and we cannot predict how long it will take for such patent applications to issue as patents. Further, securing patent protection may require us to participate in interference proceedings, derivation proceedings or other post-grant proceedings declared by the United States Patent and Trademark Office (“USPTO”) that could result in substantial cost to us. The outcome of such proceedings is uncertain. If third parties bring post-grant opposition proceedings against our patents, we could experience significant costs and management distraction. Further, in some cases, we have only filed provisional patent applications on certain aspects of our services and technologies and each of these provisional patent applications is not eligible to become an issued patent until, among other things, we file a non-provisional patent application within 12 months of the filing date of the applicable provisional patent application. Such provisional patent applications may not become issued patents for a variety of reasons, including our failure to file a non-provisional patent application within the permitted timeframe or a decision that doing so no longer makes business or financial sense.

Further, we cannot assure investors that other parties will not challenge any patents issued to us or that courts or regulatory agencies will hold our patents to be valid or enforceable. We cannot guarantee investors that we will be successful in defending challenges made against our patents and patent applications. Any successful third-party challenge to our patents could result in the unenforceability or invalidity of such patents and could deprive us of the ability to prevent others from using the technologies claimed in such issued patents.

Further, certain services and technology may not be able to be patented, or cannot reasonably become patented due to the extensive scope and nature of the relevant technology. As a result, we often can only rely on trade secrets to protect this technology. If we cannot protect our un-patentable trade secrets or keep them confidential, our business results of operation will be adversely impacted.

With respect to all categories of intellectual property protection, our competitors could purchase our services and products and attempt to replicate some or all of the competitive advantages we derive from our development efforts, willfully infringe our intellectual property rights, design around our protected technology or develop their own competitive technologies that fall outside of our intellectual property rights. In addition, competitors may develop their own versions of our services and products in countries where we did not apply for patents, where our patents have not issued or where our intellectual property rights are not recognized and compete with us in those countries and markets.

Issued patents covering our services and products could be found invalid or unenforceable if challenged.

Although patents granted by the USPTO or other patent granting authority are generally entitled to a presumption of validity and enforceability, a granted patent’s scope, validity or enforceability can still be challenged. Some of our patents or patent applications (including in-bound licensed patents) have been or may be challenged at a future point in time in opposition, derivation, reexamination, inter partes review, post-grant review or interference proceedings. Any successful third-party challenge to our patents in this or any other proceeding could result in the unenforceability or invalidity of such patents, which may lead to increased competition to our business, which could harm our business. In addition, in patent litigation in the United States, defendant affirmative defenses and counterclaims alleging invalidity and unenforceability are commonplace. Therefore, if we enforced our patents against an infringing third party, it is very likely that the validity and unenforceability of our patents asserted in litigation would be challenged. The outcome of such assertions of invalidity and unenforceability during patent litigation is unpredictable. If a defendant were to prevail on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on certain aspects of our technologies. In addition, if the breadth or strength of protection provided by our patents is threatened by such invalidity or unenforceability contentions, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop, or commercialize current or future services and products. We may not be aware of all third-party intellectual property rights potentially relating to our services and products.

If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our business may be adversely affected. We currently own issued trademark registrations and have trademark applications pending, any of which may be the subject of a governmental or third-party objection, which could prevent the registration or maintenance of the same. We cannot assure you that any currently pending trademark applications or any trademark applications we may file in the future will be approved. During trademark registration proceedings, we may receive rejections and although we are given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in proceedings before the USPTO and in proceedings before comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. If we are unsuccessful in obtaining trademark protection for our primary brand, we may be required to change our brand name, which could adversely affect our business.

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We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners or customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our unregistered trademarks or trade names. Over the long term, if we are unable to successfully register our trademarks and trade names and establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely impact our financial condition or results of operations. We own the following registered or pending trademarks: SomaLogic®, SomaScan®, SOMAmer®, SomaSignal™, Power by SomaLogic™ and corresponding and related logos.

Claims by third parties that we infringe or misuse their proprietary technology could subject us to significant liability and could force us to redesign our services and products or to incur significant costs.

Our competitors protect their intellectual property rights by means such as trade secrets, patents, copyrights and trademarks. Although we have not been involved in any litigation related to intellectual property rights of others, from time to time we receive letters from third parties alleging, or inquiring about, violations of their intellectual property rights. Any third party asserting that our services and products infringe their intellectual property rights would force us to defend ourselves, and possibly defend our customers, against the alleged infringement claims. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and could enjoin us from manufacturing and selling our infringing services and products. The risk of such a lawsuit will likely increase as our size and the number and scope of our services and products increase, as our geographic presence and market share expand and as the number of competitors in our market increases. Any such claims or litigation could:

•require us to stop selling, incorporating or using our services and products that use the other party’s intellectual property;

•require us to enter into royalty or licensing agreements with third parties, which may not be available on terms that we deem acceptable, if at all;

•prevent us from operating all or a portion of our business or force us to redesign our services and products, which could be difficult and expensive and may degrade performance of our services and products, or withdraw one or more of our services and products altogether;

•subject us to significant liability for damages or result in significant settlement payments;

•require us to indemnify our customers, distribution partners or suppliers; and

•refund deposits and other amounts received for allegedly infringing technology or services and products.

Intellectual property litigation can be costly. Even if we prevail, the cost of such litigation could deplete our financial resources. Litigation is also time-consuming and could divert management’s attention and resources away from our business. Furthermore, during the course of litigation, confidential information will be disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony under a protective order. Inadvertent disclosure of our confidential information despite an attorney’s eyes only protective order and our involvement in intellectual property litigation could materially adversely affect our business. Some of our competitors may be able to sustain the costs of complex intellectual property litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could significantly limit our ability to continue our operations. Any of the foregoing could disrupt our business and have a material adverse effect on our operating results and financial condition.

Involvement in lawsuits to defend against third-party claims of intellectual property infringement, or to enforce or defend our intellectual property rights against infringers, could be time-intensive and costly and may adversely impact our business or stock price.

Numerous significant intellectual property claims have been litigated, and will likely continue to be litigated, between existing and new participants in our existing and targeted markets. Our success depends in part on our non-infringement of patents and proprietary rights of third parties. We develop complex services and products that integrate a wide range of technologies which may impact our ability to do so clear of third-party intellectual property rights and therefore may require a license to intellectual property rights of a third party or a successful challenge to the validity of the intellectual property rights of a third party to achieve clearance to commercialize future services and products. As we develop new technologies and move into new markets and applications for our services and products, we expect that incumbent participants in such markets may assert their patents and other proprietary rights against us as part of a business strategy to slow our entry into such markets, impede our successful competition and/or extract substantial license and royalty payments from us. In addition, we may be unaware of pending third-party patent applications that relate to our technology and our competitors and others may have patents or may in the future obtain patents and claim that use of our services and products infringes

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these patents. Our competitors and others may now, and in the future, have significantly larger and more mature patent portfolios than we currently have. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product revenue and against whom our own patents may provide little or no deterrence or protection. Therefore, our commercial success may depend in part on our non-infringement of the patents or proprietary rights of third parties. Thus, litigation may be necessary to defend ourselves from third-party claims against us.

We have received notices of claims of infringement and misappropriation or misuse of other parties’ intellectual property in the past and may from time to time receive additional notices. We cannot assure investors that we will prevail in such actions, or that other actions alleging misappropriation or misuse by us of third-party trade secrets, infringement by us of third-party patents and trademarks or other rights, will not be asserted or prosecuted against us in the future.

In addition, it may be necessary to enforce our intellectual property against third-party infringers. Typically, defendants named in intellectual property lawsuits challenge the validity of the asserted intellectual property as a defense. Thus, any enforcement litigation we may assert against an infringer could put our intellectual property at risk, including by adversely affecting the scope of our patent protection or invalidating our patents.

Litigation could result in substantial legal fees and could adversely affect our ability to compete in the marketplace. Any adverse ruling or perception of an adverse ruling in defending ourselves against these claims could have an adverse impact on our stock price, which may be disproportionate to the actual impact of the ruling itself. Parties making claims against us may be able to obtain injunctive or other relief, which could block our ability to develop, commercialize and sell products, and could result in the award of substantial damages against us. In the event of a successful claim of infringement against us, we may be required to pay damages and obtain one or more licenses from third parties, or be prohibited from selling certain services and products. We may not be able to obtain these licenses at a reasonable cost, if at all. We could therefore incur substantial costs related to royalty payments for licenses obtained from third parties, which could negatively affect our gross margins. In addition, we could encounter delays in product introductions while we attempt to develop alternative methods or products to avoid infringing third-party patents or proprietary rights. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing services and products, and the prohibition of sale of any of our services and products could materially affect our ability to grow and gain market acceptance for our services and products.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our Common Stock.

In addition, our agreements with some of our suppliers, distributors, customers, collaborators and other entities with whom we do business require us to defend or indemnify these parties to the extent they become involved in infringement claims against us, including the claims described above. We could also voluntarily agree to defend or indemnify third parties in instances where we are not obligated to do so if we determine it would be important to our business relationships. If we are required or agree to defend or indemnify any of these third parties in connection with any infringement claims, we could incur significant costs and expenses that could adversely affect our business, operating results, or financial condition.

Confidentiality and trade secret protection agreements with employees and others may not adequately prevent disclosure of trade secrets and protect other proprietary information.

We consider proprietary trade secrets, confidential know-how and unpatented know-how to be important to our business. We may rely on trade secrets or confidential know-how to protect our technology, especially where patent protection is believed to be of limited value. However, trade secrets and confidential know-how are difficult to maintain as confidential.

To protect this type of information against disclosure or appropriation by competitors, our policy is to require our employees, consultants, contractors and advisors to enter into confidentiality and trade secret protection agreements with us. However, current or former employees, consultants, contractors and advisers may unintentionally or willfully disclose our confidential information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. Enforcing a claim that a third party obtained illegally and is using trade secrets or confidential know-how is expensive, time consuming and unpredictable. The enforceability of confidentiality agreements may vary from jurisdiction to jurisdiction. Furthermore, if a competitor lawfully obtained or independently developed any of our trade secrets, we would have no right to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position. Additionally, if the steps taken to maintain our trade secrets are deemed inadequate, we may have insufficient recourse against third parties for misappropriating the trade secret.

Failure to obtain or maintain trade secrets or confidential know-how trade protection could adversely affect our competitive position. Moreover, our competitors may independently develop substantially equivalent proprietary information

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and may even apply for patent protection in respect of the same. If successful in obtaining such patent protection, our competitors could limit our use of our trade secrets or confidential know-how.

Under certain circumstances, we may also decide to publish some know-how to attempt to prevent others from obtaining patent rights covering such know-how.

Intellectual property rights do not necessarily protect us from all potential threats.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business or permit us to maintain our competitive advantage. For example:

•others may be able to make products that are similar to any products and potential services and products we may develop or utilize similar technology that are not covered by the claims of the patents that we own or license now or in the future;

•we, our licensors or current or future collaboration partners might not have been the first to make the inventions covered by the issued patent or pending patent application that we license or may own in the future;

•we or our licensors or current or future collaboration partners, might not have been the first to file patent applications covering certain of our or their inventions;

•others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing, misappropriating or otherwise violating our owned or licensed intellectual property rights;

•our competitors or other third parties might conduct research and development activities in jurisdictions where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets;

•we may not develop additional proprietary technologies that are patentable;

•the patents of others may harm our business; and

•we may choose not to file a patent for certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property.

Should any of these events occur, they could have an adverse effect on our competitive position, business, financial condition or results of operations.

Obtaining and maintaining our patent protection depends on compliance with various required procedures, document submissions, fee payments and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to be paid to the USPTO and various governmental patent agencies outside of the United States at several stages over the lifetime of the patents and/or pendency of the patent applications. We have systems in place to remind us to pay these fees, and we engage an outside service and rely on our outside counsel to pay these fees due to non-United States patent agencies. The USPTO and various non-United States governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply, and in some cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors may be able to enter the market without infringing our patents and this circumstance could have a material adverse effect on our business.

Our inability to effectively protect our proprietary technologies, including the confidentiality of our trade secrets, could harm our competitive position.

We currently rely upon trade secret protection and copyright, as well as non-disclosure agreements and invention assignment agreements with our employees, consultants and third parties, and to a limited extent patent protection, to protect our confidential and proprietary information. Although our competitors have utilized and are expected to continue utilizing similar methods and have aggregated and are expected to continue to aggregate similar databases of proteomic testing information, our success will depend upon our ability to develop proprietary methods and databases and to protect any advantages afforded to us by such methods and databases relative to our competitors. If we do not protect our intellectual property adequately, competitors may be able to use our methods and databases and thereby erode any competitive advantages we may have.

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We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets. In this regard, we have applied, and we intend to continue applying, for patents covering such aspects of our technologies as we deem appropriate. However, we expect that potential patent coverage we may obtain will not be sufficient to prevent substantial competition. In this regard, we believe it is probable that others will independently develop similar or alternative technologies or design around those technologies for which we may obtain patent protection. In addition, any patent applications we file may be challenged and may not result in issued patents or may be invalidated or narrowed in scope after they are issued. Questions as to inventorship or ownership may also arise. Any finding that our patents are unenforceable could harm our ability to prevent others from practicing the related technology, and a finding that others have inventorship or ownership rights to our patents and patent applications could require us to obtain certain rights to practice related technologies, which may not be available on favorable terms, if at all. If we initiate lawsuits to protect or enforce our patents, or litigate against third-party claims, which would be expensive, and, if we lose, we may lose some of our intellectual property rights. Furthermore, these lawsuits may divert the attention of our management and technical personnel.

We expect to rely primarily upon trade secrets and proprietary know-how protection for our confidential and proprietary information, and we have taken security measures to protect this information. These measures, however, may not provide adequate protection for our trade secrets, know-how or other confidential information. Among other things, we seek to protect our trade secrets and confidential information by entering into confidentiality and trade secret protection agreements with employees and consultants. There can be no assurance that any confidentiality agreements that we have with our employees and consultants will provide meaningful protection for our trade secrets and confidential information or will provide adequate remedies in the event of unauthorized use or disclosure of such information. Accordingly, there also can be no assurance that our trade secrets will not otherwise become known or be independently developed by competitors. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our competitive position could be harmed.

Patent terms may be inadequate to protect our competitive position on our services and products for an adequate amount of time.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest United States non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our services and products are obtained, once the patent life has expired, we may be open to competition from competitive services and products. If one of our services or products requires extended development, testing, regulatory review and/or examination by a patent granting authority, patents protecting such services or products might expire before or shortly after such services or products are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing services and products similar or identical to ours.

We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting and defending patents on our services and products and technologies in every country throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States.

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States, and we and our licensor may encounter difficulties in protecting and defending such rights in foreign jurisdictions. Consequently, we and our licensor may not be able to prevent third parties from practicing our inventions in some or all countries outside the United States, or from selling or importing services and products made using our or our licensor’s inventions in and into the United States or other jurisdictions. Competitors and other third parties may use our technologies in jurisdictions where we have not obtained patent protection to develop their own services and products and technologies and may also export infringing services and products to territories where we have patent protection, but enforcement is not as strong as that in the United States. These services and products may compete with our services and products. Our and our licensor’s patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. In addition, certain countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to other parties. Furthermore, many countries limit the enforceability of patents against other parties, including government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of any patents.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. In some countries, local authorities retain broad discretion to compel technology transfer or disclosure of proprietary trade secrets on the basis of national interests or national security, cybersecurity or data protection, regulatory requirements pertaining to foreign direct investments or joint ventures, or other regulations governing foreign companies’ business activities in these countries. The legal systems of many other countries do not favor the enforcement of patents and other intellectual property protection, which could make it difficult for us to stop the misappropriation or other violations

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of our intellectual property rights including infringement of our patents in such countries. The legal systems in certain countries may also favor state-sponsored or companies headquartered in particular jurisdictions over our first-in-time patents and other intellectual property protection. The absence of harmonized intellectual property protection laws and effective enforcement makes it difficult to ensure consistent respect for patent, trade secret, and other intellectual property rights on a worldwide basis. As a result, it is possible that we will not be able to enforce our rights against third parties that misappropriate our proprietary technology in those countries.

Proceedings to enforce our or our licensor’s patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business, could put our and our licensor’s patents at risk of being invalidated or interpreted narrowly and our and our licensor’s patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We and our licensors may not prevail in any lawsuits that we or our licensor initiate, or that are initiated against us or our licensor, and the damages or other remedies awarded, if any, may not be commercially meaningful. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our services and products, services and other technologies and the enforcement of intellectual property. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. Any of the foregoing events could have a material adverse effect on our business, financial condition, results of operations and prospects.

Changes in patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our services and products.

Changes in either the patent laws or in interpretations of patent laws in the United States or other countries or regions may diminish the value of our intellectual property. We cannot predict the breadth of the claims that may be allowed by the USPTO nor scope and meaning of issued claims by a court during enforcement of our patents or in third party patents. We may not develop additional proprietary products, methods and technologies that are patentable. Assuming that other requirements for patentability are met, prior to March 16, 2013, in the United States, the first to invent the claimed invention was entitled to a patent, while outside the United States, the first to file a patent application for the invention was entitled to a patent. On or after March 16, 2013, under the Leahy-Smith America Invents Act (“AIA”), enacted in September 16, 2011, the United States transitioned from a first-to-invent to a first-to-file system in which, assuming that other requirements for patentability are met, the first inventor to file a patent application for a particular invention will be entitled to a patent regardless of whether a third-party was the first to invent the claimed invention. A third party that files a patent application in the USPTO on or after March 16, 2013, but before us could therefore be awarded a patent covering an invention similar to or the same as our invention, even if we had made the invention before such third party. This requires us to be cognizant of the conception of an invention and the time it takes to filing a patent application on that invention. Since patent applications in the United States and most other countries are confidential for a period of time after filing, we cannot be certain that we or our licensors were the first to either (i) file any patent application related to our services and products or (ii) invent any of the inventions claimed in our or our licensor’s patents or patent applications.

The AIA also includes a number of significant changes that affect the way patent applications are prosecuted and also affects adversarial patent proceedings at the Patent Trials and Appeals Board (“PTAB”). These changes include allowing third party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent in post-grant proceedings, including post-grant review, inter partes review and derivation proceedings. Because there is a lower evidentiary standard needed to invalidate a patent in these USPTO proceedings as compared to the evidentiary standard in a United States federal court, a third party could successfully invalidate a patent before the PTAB on less evidence than would be required to meet the higher evidentiary standard to invalidate a patent in a federal district court. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party in a district court action. Therefore, the AIA and its implementation could increase the uncertainties and costs surrounding the prosecution of our owned or in-bound licensed patents or patent applications and the enforcement or defense of our owned or in-bound licensed issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

In addition, the patent position of companies in the biotechnology field is particularly uncertain. Various courts, including the United States Supreme Court, have rendered decisions that affect the scope of patentability of certain inventions or discoveries relating to biotechnology. These decisions state, among other things, that a patent claim that recites an abstract idea, natural phenomenon or law of nature are not themselves patentable. Precisely what constitutes a law of nature or abstract idea is uncertain, and it is possible that certain aspects of our technology could be considered natural laws. Accordingly, the evolving case law in the United States could adversely affect our ability to obtain patents and may facilitate third party challenges to any owned or licensed patents.

If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new services and products in the future.

In the future, we may identify additional third-party intellectual property we may need to license in order to engage in our business, including to develop or commercialize new products or services. However, such licenses may not be available on acceptable terms or at all. Even if such licenses are available, we may be required to pay the licensor substantial royalties

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Index to Financial Statements

based on sales of our products and services. Such royalties are a component of the cost of our products or services and may affect the margins on our products and services. In addition, such licenses may be nonexclusive, which could give our competitors access to the same intellectual property licensed to us. If we are unable to enter into the necessary licenses on acceptable terms or at all, if any necessary licenses are subsequently terminated, if our licensors fail to abide by the terms of the licenses, if our licensors fail to prevent infringement by third parties, or if the licensed patents or other rights are found to be invalid or unenforceable, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

If licenses to third-party intellectual property rights are or become required for us to engage in our business, the rights may be non-exclusive, which could give our competitors access to the same technology or intellectual property rights licensed to us. Moreover, we could encounter delays in the introduction of tests while we attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing tests, which could materially affect our ability to grow and thus adversely affect our business and financial condition.

Our use of open source software could compromise our ability to offer our services and subject us to possible litigation.

We use open source software in connection with our services and products. Companies that incorporate open source software into their products have, from time to time, faced claims challenging their use of open source software and compliance with open source license terms. As a result, we could be subject to lawsuits and other allegations by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source software licenses require users who distribute software containing open source software to publicly disclose all or part of the source code to the licensee’s software that incorporates, links or uses such open source software, and make available to third parties for no cost, any derivative works of the open source code created by the licensee, which could include the licensee’s own valuable proprietary code. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms can be ambiguous. Legal precedent in this area is not well established and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours. Any of the foregoing could harm our business, financial condition, results of operations, and prospects.

We may depend on proprietary technology licensed from others in the future. If we are unable to acquire or license additional proprietary rights from third parties, we may not be able to continue developing our potential services and products.

We may enter into agreements, including license agreements, with other parties in the future that impose diligence, development and commercialization timelines, milestone payments, royalties, insurance and other obligations on us. If we fail to comply with our obligations to our licensors or any of our other current or future collaborators, our counterparties may have the right to terminate these agreements, in which event we might not be able to develop, manufacture or market any potential services and products or other technology that is covered by these agreements, which could adversely affect the value of the potential services and products being developed under any such agreement, or we may face claims for monetary damages or other penalties under these agreements. Termination of these agreements or reduction or elimination of our rights under these agreements may result in us having to negotiate new or reinstated agreements with less favorable terms, or cause us to lose our rights under these agreements, including our rights to important intellectual property or technology. In addition, such an event may cause us to experience significant delays in the development and commercialization of our services, potential services or technologies or incur liability for damages. If any such license is terminated, our competitors or other third parties could have the freedom to seek regulatory approval of, and to market, products and technologies identical or competitive to ours, and we may be required to cease our development and commercialization of certain of our services and products, potential services and products or technologies.

The growth of our business may depend in part on our ability to acquire or in-license additional proprietary rights. We may be unable to acquire or in-license any relevant third-party intellectual property rights that we identify as necessary or important to our business operations. We may fail to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all, which would harm our business. In that event, we may be required to expend significant time and resources to redesign our services and products, potential services and products or technologies or the methods for manufacturing them or to develop or license replacement technology, all of which may not be feasible on a technical or commercial basis. If we are unable to do so, we may be unable to develop or commercialize the affected services and products, potential services and products or technologies, which could adversely impact our business, financial condition, results of operations and prospects. Even if we are able to obtain a license under such intellectual property rights, any such license may be non-exclusive, which may allow our competitors access to the same technologies licensed to us.

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We may need or may choose to obtain licenses from third parties to advance our research or allow commercialization of our current or future services and products, and we cannot provide any assurances that we would be able to do so.

We may need or may choose to obtain licenses from third parties to advance our research or allow commercialization of our current or future services and products, and we cannot provide any assurances that third party patents do not exist that might be enforced against our current or future services and products in the absence of such a license. We may fail to obtain any of these licenses on commercially reasonable terms, if at all. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. If we could not obtain a license, we may be required to expend significant time and resources to develop or license replacement technology. If we are unable to do so, we may be unable to develop or commercialize the affected services and products, which could materially harm our business and the third parties owning such intellectual property rights could seek either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay royalties and/or other forms of compensation.

Licensing of intellectual property involves complex legal, business and scientific issues. Disputes may arise between us and our licensors regarding intellectual property subject to a license agreement, including:

•the scope of rights granted under the license agreement and other interpretation related issues;

•whether and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

•our right to sublicense patent and other rights to third parties under collaborative development relationships;

•our diligence obligations with respect to the use of the licensed technology in relation to our development and commercialization of our services and products, and what activities satisfy those diligence obligations; and

•the ownership of inventions and know how resulting from the joint creation or use of intellectual property by our licensors and us and our partners.

If disputes over intellectual property that we have licensed prevent or impair our ability to maintain the licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected services and products, or the dispute may have an adverse effect on our results of operation.

In addition to agreements pursuant to which we in license intellectual property, we have in the past and expect to in the future to grant licenses under our intellectual property. Like in licenses, out licenses are complex, and disputes may arise between us and our licensees, such as the types of disputes described above. Moreover, our licensees may breach their obligations, or we may be exposed to liability due to our failure or alleged failure to satisfy our obligations. Any such occurrence could have an adverse effect on our business.

We rely on strategic collaboration and licensing arrangements with third parties for research and development of commercial products and to further develop intellectual property. We may not be able to successfully establish and maintain such intellectual property.

Our research and development of our services and products relies, directly or indirectly, upon strategic collaborations and licensing agreements with third parties. We have collaboration and licensing arrangements with numerous academics, pharmaceutical companies, and others, under which the collaborator provides us with biological samples and associated clinical information. We use the biological samples for research and development by generating SomaScan® data (typically owned by SomaLogic) and obtaining relevant clinical information related to each biological sample (typically owned by the collaborator). Our collaboration and licensing arrangements also contain cross-licenses to permit the collaborator to use our SomaScan® data for limited purposes, e.g., drug development or academic research, and the collaborator grants us the right to use the clinical data for our products and services. Some collaborators limit our right to use their clinical data.

The development and commercialization of our products and services outside the United States rely upon strategic collaboration and licensing agreements with third parties. We have a collaborative arrangement with NEC Solution Innovators, Ltd. (“NES”), a wholly-owned subsidiary of NEC Corp. under which NES was granted an exclusive license under SomaLogic’s intellectual property to develop and commercialize tests for human healthcare management and a non-exclusive license to develop and commercialize SomaScan® services in Japan. Under the agreement, NES grants SomaLogic an exclusive license under NES’ and its affiliates’ technology and under any joint technology or patents to develop and commercialize tests in the rest of the world. This arrangement is exclusive for a period of ten years.

In December 2021, SomaLogic entered into the Collaboration Agreement with Illumina to develop co-branded, distributable NGS-based proteomic products. As part of the Collaboration Agreement, Illumina will develop and deploy NGS-based protein identification and measurement tools into laboratories worldwide, and facilitate the development and use of high-plex protein pattern recognition tests.

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There can be no assurance that any current contractual arrangements between us and third parties, such as Illumina, for example, or between our strategic partners and other third parties will be continued on materially similar terms and will not be breached or terminated early. Any failure to obtain or retain the rights to necessary technologies on acceptable commercial terms could require us to re-configure our products and services, which could negatively impact their commercial sale or increase the associated costs, either of which could materially harm our business and adversely affect our future revenues and ability to achieve sustained profitability.

We expect to continue and expand our reliance on collaboration and licensing arrangements. Establishing new strategic collaboration and licensing arrangements is difficult and time-consuming. Discussions with potential collaborators or licensors may not lead to the establishment of collaborations on favorable terms, if at all. To the extent we agree to work exclusively with one collaborator in a given area, our opportunities to collaborate with other entities could be limited. Potential collaborators or licensors may reject collaborations with us based upon their assessment of our financial, regulatory or intellectual property position or other factors. Even if we successfully establish new collaborations, these relationships may never result in the successful commercialization of any product or service. In addition, the success of the projects that require collaboration with third parties will be dependent on the continued success of such collaborators. There is no guarantee that our collaborators will continue to be successful and, as a result, we could expend considerable time and resources developing products or services that will not ultimately be commercialized.

We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

We employ, and expect to employ in the future, individuals who were previously employed at universities or other companies, including our competitors or potential competitors. Although we try to ensure that our employees, consultants and independent contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers or other third parties, or to claims that we have improperly used or obtained such trade secrets. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, which could adversely impact our business. A loss of key research personnel work product could hamper or prevent our ability to commercialize potential products and services, which could harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management and other employees.

Risks Related to Government Regulation

The FDA may require us to obtain premarket authorizations and comply with the FDA requirements for some of our products and services. Failure to obtain such authorizations or failure to comply with FDA requirements may delay or prevent the marketing of our products and services.

We believe that our services are not presently regulated as medical devices by the FDA. However, the FDA’s policies may change or the FDA may disagree with our conclusion, and the agency may require us to obtain a premarket authorization. Failure to comply with such requirements or the additional, extensive and ongoing post-marketing obligations imposed by the FDA or other regulatory requirements of other regulatory agencies could result in unanticipated compliance expenditures, a range of administrative enforcement actions, injunctions, and/or criminal prosecution. FDA post-market obligations include, among other things, compliance with the FDA Quality System Regulations (“QSR”), establishing registration and device listings, labeling requirements, reporting of certain adverse events and malfunctions, and reporting of certain recalls. In addition, circumstances may arise that cause us to recall equipment used in connection with our products and services. Such recalls could have an adverse effect on our ability to provide those products and services, which in turn would adversely affect our financial condition. Our collaborators may also be required to maintain FDA clearance, authorization or approval for the products and services that we jointly develop. Any failure by us or our collaborators to maintain such clearance, authorization or approval could impair or cause a delay in our ability to profit from these collaborations.

We conduct our business in a heavily regulated industry, and changes in regulations or violations of regulations may, directly or indirectly, reduce our revenue, adversely affect our results of operations and financial condition and harm our business.

The life sciences industry is highly regulated, and the regulatory environment in which we operate may change significantly and adversely to us in the future. Areas of the regulatory environment that may affect our ability to conduct business include, without limitation, federal and state laws relating to:

•laboratory testing, including Clinical Laboratory Improvement Amendments (“CLIA”) and state laboratory licensing laws;

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•the development, testing, use, distribution, promotion and advertising of research services, kits, clinical diagnostics and cellular therapies, including certain LDT, which are regulated by the FDA under the Food, Drug, and Cosmetic Act (“FDCA”);

•cellular therapies, medical device and in vitro diagnostic clearance, marketing authorization or approval;

•laboratory anti-mark-up laws;

•the handling and disposal of medical and hazardous waste;

•Occupational Safety and Health Administration rules and regulations;

•HIPAA and other federal and state medical data privacy and security laws; and

•the Genetic Information Nondiscrimination Act (“GINA”) and similar state laws.

In particular, while we believe that our services are not presently regulated as medical devices because they are RUO or LDTs, the laws, regulations and policies of the FDA and non-United States regulators governing the marketing of RUO products, LDTs, and clinical diagnostic tests and services are extremely complex and the regulatory or judicial interpretations of the relevant laws and regulations may change in the future. For example, our SomaScan® assay services and kits offered as RUO could, in the future, be subject to greater regulation by the FDA pursuant to the medical device provisions of the FDCA beyond the current regulations governing RUO labeling. In addition, while we believe certain of our services are LDTs and thus not subject to premarket review requirements, FDA may disagree with our assessment or change its position in the future and assert that our products are medical devices that must receive FDA’s premarket review, as discussed under “Risk Factors – The FDA may require us to obtain premarket authorizations and comply with the FDA requirements for some of our products and services. Failure to obtain such authorizations or failure to comply with FDA requirements may delay or prevent the marketing of our products and services.”.

If we fail to comply with federal and state laboratory licensing requirements, we could lose the ability to perform our tests or experience disruptions to our business.

We are subject to CLIA, a federal law that regulates clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. CLIA regulations establish specific standards with respect to personnel qualifications, facility administration, proficiency testing, quality control, quality assurance and inspections. CLIA certification is also required in order for us to be eligible to bill state and federal healthcare programs, as well as many private third-party payers, for our tests. We have current CLIA certifications to conduct our tests at our laboratory in Boulder, Colorado. To renew these certifications, we are subject to survey and inspection every two years. Moreover, CLIA inspectors may make random inspections of our clinical reference laboratories.

We also maintain out-of-state laboratory licenses to conduct testing on specimens from California, Maryland, Pennsylvania and Rhode Island.

States may currently have or later adopt laboratory licensure requirements, which, if operating in those states, may require us to modify, delay or stop our operations in such jurisdictions. We may also be subject to regulation in foreign jurisdictions as we seek to expand international utilization of our assay and tests or such jurisdictions adopt new licensure requirements, which may require review of our assay and tests in order to offer them or may have other limitations such as restrictions on the transport of samples necessary for us to perform our assay or tests that may limit our ability to make our tests available outside of the United States. Complying with licensure requirements in new jurisdictions may be expensive, time-consuming, and subject us to significant and unanticipated delays.

Failure to comply with applicable clinical laboratory licensure requirements may result in a range of enforcement actions, including license suspension, limitation, or revocation, directed plan of action, onsite monitoring, civil monetary penalties, criminal sanctions, and cancellation of the laboratory’s approval to receive Medicare and Medicaid payment for its services, as well as significant adverse publicity. Any sanction imposed under CLIA, its implementing regulations, or state or foreign laws or regulations governing clinical laboratory licensure, or our failure to renew our CLIA certificate, a state or foreign license, or accreditation, could have a material adverse effect on our business, financial condition and results of operations. Even if we were able to bring our laboratory back into compliance, we could incur significant expenses and potentially lose revenue in doing so.

The College of American Pathologists (“CAP”), maintains a clinical laboratory accreditation program. CAP asserts that its program is “designed to go well beyond regulatory compliance” and helps laboratories achieve the highest standards of excellence to positively impact patient care. While not required to operate a CLIA-certified laboratory, many private insurers require CAP accreditation as a condition to contracting with clinical laboratories to cover their tests. In addition, some countries outside the United States require CAP accreditation as a condition to permitting clinical laboratories to test samples taken from their citizens. We have CAP accreditations for our laboratories. Failure to maintain CAP accreditation could have a material adverse effect on the sales of our tests and the results of our operations.

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Some of our activities may subject us to risks under federal and state laws prohibiting ‘kickbacks’ and false or fraudulent claims.

In addition to FDA marketing and promotion restrictions, several other types of state and federal healthcare fraud and abuse laws have been applied in recent years to restrict certain marketing practices in the healthcare industry, and to regulate billing practices and financial relationships with healthcare providers. These laws include a federal law commonly known as the Medicare/Medicaid Anti-Kickback Statute, and numerous similar state laws, which prohibit payments intended to induce healthcare providers or others to refer patients or to acquire, arrange for or recommend the acquisition of healthcare products or services. The Anti-Kickback Statute prohibits knowingly and willfully making a payment to induce patient referrals or generate business in connection with any governmental heath care program, state laws, however, may apply regardless of whether state or federal funds are involved. These laws generally constrain the sales, marketing and other promotional activities of providers of laboratory services by limiting the kinds of financial arrangements, including sales programs, that may be used with hospitals, healthcare providers, laboratories and other potential purchasers or prescribers of medical devices and laboratory services.

In 2018, Congress passed the Eliminating Kickbacks in Recovery Act (“EKRA”) as part of the Substance Use-Disorder Prevention that Promotes Opioid Recovery and Treatment for Patients and Communities Act. EKRA is broader and imposes more restrictions than the federal Anti-Kickback Statute. Like the Anti-Kickback Statute, EKRA imposes criminal penalties for knowing or willful payment or offer, or solicitation or receipt, of any remuneration, whether directly or indirectly, overtly or covertly, in cash or in kind, in exchange for the referral or inducement of laboratory testing (among other healthcare services) unless a specific exception applies. EKRA is applicable to all “services covered by a health care benefit program” and does not differentiate between governmental programs and private programs. As a result, the federal government is fully within its authority to investigate and prosecute suspicious payments involving services reimbursed by either governmental health plans and private health plans. In addition, while the Anti-Kickback Statute includes certain exceptions that are widely relied upon in the healthcare industry, not all of those same exceptions apply under EKRA. For example, under the Anti-Kickback Statute, there is a safe harbor exception for bona fide employees. EKRA, however, does not differentiate between employee-based commissions and independent contractor-based commissions. This means that if a laboratory pays its employee a commission with respect to a referral, the laboratory would be exposed to EKRA liability.

Because EKRA is a relatively new law, there is no agency guidance or court precedent to indicate how and to what extent it will be applied and enforced. We cannot assure you that our relationships with healthcare providers, sales representatives, hospitals, customers, or any other party will not be subject to scrutiny or will survive regulatory challenge under EKRA.

The federal False Claims Act and similar state laws prohibit individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payers that are false or fraudulent, or are for items or services that were not provided as claimed. Medicare payments are subject to audit, including through the Comprehensive Error Rate Testing (“CERT”) program, and payments may be recouped by Centers for Medicare and Medicaid (“CMS”) if it is determined that they were improperly made.

The federal Anti-Kickback Statute and False Claims Act prescribe civil and criminal penalties (including fines) for noncompliance that can be substantial. While we continually strive to comply with these complex requirements, interpretations of the applicability of these laws to marketing and billing practices are constantly evolving and even an unsuccessful challenge could cause adverse publicity and be costly to respond to, and thus could harm our business and prospects. Our failure to comply with applicable laws could result in various adverse consequences that could have a material adverse effect upon our business, including the exclusion of our products and services from government programs and the imposition of civil or criminal sanctions.

RUO products and services may be subject to regulatory scrutiny.

Certain of our services and products are currently labeled and sold for RUO and not for the diagnosis or treatment of disease. Because such products are not intended for diagnostic use, and the products do not include clinical or diagnostic claims or provide directions for use as diagnostic products, they are not subject to the same level of regulation by the FDA or by regulatory agencies of the EU as medical devices. In particular, while the FDA regulations require that RUO products be appropriately labeled, “For Research Use Only,” the regulations do not subject such products to the FDA’s pre- and post-market controls for medical devices provided that certain conditions are met. Pursuant to FDA guidance on RUO products, a company may not make clinical or diagnostic claims about an RUO product or provide clinical directions or clinical support services to customers of RUO products. A product labeled RUO but deemed by the FDA to be intended for clinical diagnostic use may be viewed by the FDA as adulterated and misbranded under the FDCA and subject to FDA enforcement action. The FDA considers the totality of the circumstances surrounding distribution and use of a product labeled as RUO, including how the product is marketed and to whom, when determining its intended use. If the FDA were to disagree with our RUO classification or modify its approach to regulating products labeled for RUO, we could experience reduced revenue or increased compliance and other costs, which could adversely affect our business, prospects, results of operations and financial condition. In the event that the FDA requires marketing authorization of our RUO products in the future, the FDA may not ultimately grant any clearance, authorization or approval requested by us in a timely manner, or at all.

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We expect to rely on third parties in conducting any required future studies of diagnostic services and products that may be required by the FDA or other regulatory authorities, and those third parties may not perform satisfactorily.

We do not currently have the ability to independently conduct clinical trials or other studies that may be required to obtain FDA and other regulatory clearance or approval for future diagnostic services and products, if such clearance or approval is required. Accordingly, we expect that we would rely on third parties, such as clinical investigators, consultants, and collaborators to conduct such studies if needed. Our reliance on these third parties for clinical and other development activities would reduce our control over these activities. If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, if the third parties need to be replaced or if the quality or accuracy of the data they obtain is compromised, we may not be able to obtain regulatory clearance or approval.

Our employees, principal investigators, consultants and collaborators may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.

We are exposed to the risk of fraud or other misconduct by our employees, consultants and those of our collaborators. Misconduct by these parties could include intentional failures to comply with the regulations of the FDA and non-United States regulators, comply with healthcare fraud and abuse laws and regulations in the United States and abroad, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent improper marketing, fraud, misconduct, kickbacks, bribery, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Such misconduct could also involve the improper use of information obtained in the course of clinical studies, which could result in regulatory sanctions and cause serious harm to our reputation. We currently have a code of conduct applicable to all of our employees, but it is not always possible to identify and deter employee misconduct. In addition, our code of conduct and the other precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such investigations or actions are instituted against us and we are not successful in defending ourselves or asserting our rights, those actions could result in the imposition of significant fines or other sanctions, which could have a significant impact on our business. We currently have a compliance program in accordance with the elements of an effective program outlined by the OIG, which could help mitigate damages, but cannot prevent all misconduct. Whether or not we are successful in defending against such actions or investigations, we could incur substantial costs, including legal fees, suffer adverse publicity and reputational harm, and have the attention of management diverted in defending ourselves against any of these claims or investigations.

We could be adversely affected by violations of the United States Foreign Corrupt Practices Act and other worldwide anti-bribery laws by us or our agents.

We are subject to the FCPA which prohibits companies and their intermediaries from making payments in violation of law to non-United States government officials for the purpose of obtaining or retaining business or securing any other improper advantage. Our reliance on independent distributors to sell our assay services internationally demands a high degree of vigilance in maintaining our policy against participation in corrupt activity, because these distributors could be deemed to be our agents, and we could be held responsible for their actions. We are also subject to similar antibribery laws in the jurisdictions in which we operate, including the United Kingdom’s Bribery Act of 2010, which also prohibits commercial bribery and makes it a crime for companies to fail to prevent bribery. We have limited experience in complying with these laws and in developing procedures to monitor compliance with these laws by our agents. These laws are complex and far-reaching in nature, and, as a result, we cannot assure you that we would not be required in the future to alter one or more of our practices to be in compliance with these laws or any changes in these laws or the interpretation thereof. Any violations of these laws, or allegations of such violations, could disrupt our operations, involve significant management distraction, involve significant costs and expenses, including legal fees, and could result in a material adverse effect on our business, prospects, financial condition, or results of operations. We could also incur severe penalties, including criminal and civil penalties, disgorgement, and other remedial measures.

If we elect to label and promote any of our products or services as medical devices, we may be required to obtain prior approval or clearance by the FDA, which would take significant time and expense and could fail to result in FDA clearance or approval for the intended uses we believe are commercially attractive.

Our services and products are currently labeled and promoted, and are, and in the near-future will be, sold primarily to academic and research institutions and research companies as RUO products, and are not currently designed, or intended to be used as medical devices. If we elect to label and market our products for broader use as medical devices, we may be required to obtain premarket 510(k) clearance or premarket approval from the FDA, unless an exception applies.

We may in the future register with the FDA. We would be subject to ongoing FDA “general controls,” which include compliance with FDA regulations for labeling, inspections by the FDA, complaint evaluation, corrections and removals reporting, promotional restrictions, reporting adverse events or malfunctions for our products, and general prohibitions against misbranding and adulteration.

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In addition, we may in the future submit 510(k) premarket notifications to the FDA to obtain FDA clearance of certain of our products on a selective basis. It is possible, in the event we elect to submit 510(k) applications for certain of our products, that the FDA would take the position that a more burdensome premarket application, such as a premarket approval application (“PMA”) or a De Novo classification request is required for some of our products. If such applications were required, greater time and investment would be required to obtain FDA approval. Even if the FDA agreed that a 510(k) was appropriate, FDA clearance can be expensive and time consuming. It generally takes a significant amount of time to prepare a 510(k), including conducting appropriate testing on our products, and several months to years for the FDA to review a submission. Notwithstanding the effort and expense, FDA clearance or approval could be denied for some or all of our products for which we choose to market as medical devices. Even if we were to seek and obtain regulatory approval or clearance, it may not be for the intended uses we request or that we believe are important or commercially attractive. There can be no assurance that future products for which we may seek premarket clearance or approval will be approved or cleared by FDA or a comparable foreign regulatory authority on a timely basis, if at all, nor can there be assurance that labeling claims will be consistent with our anticipated claims or adequate to support continued adoption of such products. Compliance with FDA or comparable foreign regulatory authority regulations will require substantial costs, and subject us to heightened scrutiny by regulators and substantial penalties for failure to comply with such requirements or the inability to market our products. The lengthy and unpredictable premarket clearance or approval process, as well as the unpredictability of the results of any required clinical studies, may result in our failing to obtain regulatory clearance or approval to market such products, which would significantly harm our business, results of operations, reputation, and prospects.

In addition, even if we obtain an approval or clearance, we must be cautious in ensuring that the promotion of our products and services remains within the scope of the approval or clearance because FDA’s regulations applicable to our products and services prohibit them from being promoted for uses not within the scope of a given product’s intended use(s), among other promotional and labeling rules applicable to products subject to the FDCA.

Even after we receive an approval or clearance, we would be subject to ongoing FDA obligations and continued regulatory oversight and review, including the general controls listed above and the FDA’s QSRs for our development and manufacturing operations. In addition, we would be required to obtain a new 510(k) clearance before we could introduce subsequent modifications or improvements to such products. We could also be subject to additional FDA post-marketing obligations for such products, any or all of which would increase our costs and divert resources away from other projects. If we sought and received regulatory clearance or approval and are not able to maintain regulatory compliance with applicable laws, we could be prohibited from marketing our products for use as, or in the performance of, clinical diagnostics and/or could be subject to enforcement actions, including warning letters and adverse publicity, fines, injunctions, and civil penalties; recall or seizure of products; operating restrictions; and criminal prosecution.

In addition, we could decide to seek regulatory clearance or approval for certain of our products in countries outside of the United States. Sales of such products outside the United States will likely be subject to foreign regulatory requirements, which can vary greatly from country to country. As a result, the time required to obtain clearances or approvals outside the United States may differ from that required to obtain FDA clearance or approval and we may not be able to obtain foreign regulatory approvals on a timely basis or at all. In Europe, we would need to comply with the new In Vitro Diagnostic Regulation 2017/746, which became effective May 26, 2017, with application date of May 26, 2022. This will increase the difficulty of regulatory approvals in Europe in the future. Failure to comply with these regulatory requirements or obtain and maintain required approvals, clearances and certifications could impair our ability to commercialize our products for diagnostic use outside of the United States.

Our services and products could become subject to government regulation as medical devices by the FDA and other regulatory agencies even if we do not elect to seek regulatory clearance or approval to market our services for diagnostic purposes, which would adversely impact our ability to market and sell our services and harm our business. If our services become subject to FDA regulation, the regulatory clearance or approval and the maintenance of continued and post-market regulatory compliance for such services will be expensive, time-consuming, and uncertain both in timing and in outcome.

As we expand our product line and the applications and uses of our current services and products into new fields, certain of our future services and products could become subject to regulation by the FDA, or comparable international agencies, including requirements for regulatory clearance or approval of such services and products before they can be marketed. Also, even if our services and products are labeled, promoted, and intended as RUO or LDT, the FDA or comparable agencies of other countries could disagree with our conclusion that our services and products are intended for research use only or otherwise not subject to marketing authorization requirements, and deem our sales, marketing and promotional efforts as being inconsistent with the applicable legal requirements. For example, our customers may independently elect to use our RUO labeled services and products for clinical diagnostic use without our consent, which could subject our services and products to government regulation. The regulatory clearance or approval and maintenance process for services and products may be uncertain, expensive, and time-consuming, and could adversely affect our business, financial condition, or results of operations. The FDA has historically exercised enforcement discretion in not enforcing the premarket authorization and quality system regulations against laboratories offering LDTs. However, on October 3, 2014, the FDA issued two draft guidance documents that set forth the FDA’s proposed risk-based framework for regulating LDTs, which are designed, manufactured, and used within a single laboratory. The draft guidance documents provide the anticipated details through which the FDA would propose to establish an LDT oversight framework, including

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premarket review for higher-risk LDTs, such as those that have the same intended use as FDA-approved or cleared companion diagnostic tests currently on the market. In January 2017, the FDA announced that it would not issue final guidance on the oversight of LDTs and manufacturers of products used for LDTs, but would seek further public discussion on an appropriate oversight approach, and give Congress an opportunity to develop a legislative solution. More recently, the FDA has issued warning letters to certain labs for illegally marketing materials. The FDA has not created a legal “carve-out” for LDTs and retains discretion to take action when appropriate, such as when certain materials raise significant public health concerns.

Future legislative or administrative rule making or oversight of LDTs may impact the sales of our services and products and how customers use our services and products, and may require us to change our business model in order to maintain compliance with these laws. We cannot predict how Congress or the FDA will regulate LDTs in the future, or how that regulatory system will impact our business. Changes to the current regulatory framework, including the imposition of additional or new regulations, including regulation of our services and products, could arise at any time during the development or marketing of our services and products, which may negatively affect our ability to obtain or maintain FDA or comparable regulatory approval of our services and products, if required. Further, sales of our products and services for diagnostic applications in certain instances, or other uses that fit the FDA’s definition for “device,” may subject us to additional healthcare regulation and enforcement by the applicable government agencies.

In 2020, the HHS announced rescission of guidance and other informal issuances of the FDA regarding premarket review of LDTs absent notice-and-comment rulemaking, stating that, absent notice-and-comment rulemaking, those seeking approval or clearance of, or an emergency use authorization for, an LDT may nonetheless voluntarily submit a premarket approval application, premarket notification or an Emergency Use Authorization request, respectively, but are not required to do so. However, laboratories opting to use LDTs without FDA premarket review or authorization would not be eligible for liability protection under the Public Readiness and Emergency Preparedness (“PREP”) Act that is normally provided to certain countermeasures that are approved, cleared, licensed, or otherwise authorized to fight against a pandemic or an epidemic. While this action by HHS is expected to reduce the regulatory burden on clinical laboratories certified under the Clinical Laboratory Improvement Amendments of 1988 that develop LDTs, it is unclear how this action as well as future legislation by federal and state governments and the FDA will impact the industry, including our business and that of our customers. Such HHS measure may compel the FDA to formalize earlier enforcement discretionary policies and informal guidance through notice-and-comment rulemaking and/or impose further restrictions on LDTs. HHS’s rescission policy may change over time. Congress could also enact legislation restricting LDTs. Any restrictions on LDTs by the FDA, HHS, Congress, or state regulatory authorities may decrease the demand for our products. The adoption of new restrictions on RUO products, whether by the FDA or Congress, could adversely affect demand for our specialized reagents and instruments. Further, we could be required to obtain premarket clearance or approval before we can sell our services and products to certain customers. If we market countermeasures to a pandemic or an epidemic, such as COVID-19, and we decide to forgo the FDA’s premarket review per the HHS’s policy, our countermeasures will not receive the immunity protection under the PREP Act.

If we or our strategic partners or licensees fail to obtain regulatory approvals in other countries for service and product candidates under development, we will not be able to generate revenue in such countries from the commercialization of service and product candidates.

In order for us to market our services and products outside of the United States and the EU, we and our strategic partners and licensees must comply with numerous and varying regulatory requirements of other countries regarding safety and efficacy. Approval procedures vary among countries and can involve additional assay services and additional administrative review periods. The time required to obtain approval in other countries might differ from that required to obtain FDA approval or EMA approval. The regulatory approval process in other countries may include all of the risks detailed above regarding FDA approval in the United States and EMA approval in the EU. Regulatory approval in one country does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval in one country may negatively impact the regulatory review processes in others. Failure to obtain regulatory approval in other countries or any delay or setback in obtaining such approval could have the same adverse effects detailed above regarding FDA approval in the United States and EMA approval in the EU. The adverse effects include the risk that our service and product candidate may not be approved for all indications that we request, which could limit the uses of our service and product and adversely impact our potential royalties and sales, and the risk that such approval may be subject to limitations on the indicated uses for which the service or product may be marketed or require costly, post-marketing follow-up studies.

If we fail to comply with applicable foreign regulatory requirements, we could be subject to penalties and suspension or withdrawal of regulatory approvals.

We or our strategic partners or licensees may fail to successfully petition the Japanese National Health Services for use of the SomaSignal™ tests in the annual government-funded health check. Failure to do so may adversely affect our business and we may not be able to achieve meaningful adoption of SomaSignal™ tests in Japan, which could stunt our growth.

Our strategic partner in Japan, NEC Solution Innovators, Ltd., established a wholly owned subsidiary in Japan for the purpose of pursuing increased adoption and expansion of our service offerings in Japan. As a part of this plan, the wholly

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owned subsidiary plans to petition the Japanese National Health Services to include the SomaSignal™ tests in the annual government-funded health check. Successful implementation of this plan requires an agreement by government agencies such as the Central Social Insurance Medical Counsel, which makes the decision on whether to reimburse for the services based on the recommendations that are made by the Ministry of Health, Labor and Welfare’s expert panel. To our knowledge, the wholly owned subsidiary has not begun the petition process. There is no guarantee that we will be able to obtain this approval and successfully include the SomaSignal™ tests in the annual government-funded health check. However, the successful petition with the Japanese National Health Services does not impact SomaLogic’s ability to execute the NEC contract or to generate revenue through this strategic partnership.

We could be adversely affected by alleged violations of the Federal Trade Commission Act or other truth-in-advertising and consumer protection laws.

Our advertising for current and future assay services is subject to federal and state laws that prohibit deceptive or unfair advertising and marketing practices. Under federal and state law, regulators such as the Federal Trade Commission (“FTC”) and the attorneys general (“AG,” or district attorneys in some states) of the various states have authority to bring actions against firms that engage in false or deceptive advertising or marketing practices. The FTC’s authority emanates from the Federal Trade Commission Act (“FTC Act”), which empowers the FTC to investigate and seek injunctive relief against deceptive or unfair acts or practices, including the dissemination of advertising claims without possession at the time of dissemination of a reasonable basis for belief that the claims are true and non-deceptive. Substantiation in the case of efficacy claims pertaining to health, safety, and life sciences generally must take the form of competent and reliable scientific evidence. Failure to have substantiation of this type is deceptive under the FTC Act and may subject the advertiser to an injunction to stop the advertising and possibly to engage in other remedial steps such as corrective advertising. Failure to comply with an FTC administrative order subjects the advertiser to significant civil penalties. States have similar unfair and deceptive acts and practices statutes (sometimes called “little FTC Acts” or “UDAP” statutes). They vary, but often the state regulator can seek monetary relief along with an order of discontinuance.

Both the FTC and the state AGs have broad powers, and failure to abide by the substantive requirements of the FTC Act and other consumer protection laws can result in administrative or judicial penalties, including civil penalties, injunctions affecting the manner in which we would be able to market services or products in the future, or in extreme instances criminal prosecution if significant fraud is involved. These laws relate not only to the advertising produced and disseminated by us but also to statements made by endorsers or others in third-party testimonials that are used by us in advertising in any form, including but not limited to social media.

Federal and state laws also give causes of action to competitors to seek injunctive and monetary relief for false and misleading advertising statements. Any person who is or may be likely to be damaged by false or misleading advertising statement may bring an action in federal court pursuant to the Lanham Act, § 43(a). Proven damages may be trebled and attorney’s fees and costs may be awarded in appropriate cases. There are state analogs of this sort of unfair competition statute as well.

Under state UDAP statutes, consumers can bring private claims against companies who disseminate false or deceptive advertising claims. Although those UDAP statutes often provide for statutory damages in the case of individual consumers, more often such cases take the form of class actions, which can lead to massive damages awards and significant awards of attorney’s fees.

We are also subject to self-regulatory risks. The BBB National Programs, Inc. operates the National Advertising Division (“NAD”), which is the country’s leading self-regulatory body dedicated to truth and accuracy in advertising. A competitor can challenge advertising before the NAD. The process is non-public until the decision is rendered by the NAD, at which point the BBB National Programs issues a press release about the decision. Most advertisers comply with the recommendations of the NAD; those that refuse to comply can be referred to the FTC for investigation.

Any of the potential action described above if brought against us could disrupt our business operations, cause damage to our reputation, and result in a material adverse effects on our business.

Our business is subject to environmental regulation and regulations relating to the protection of health and safety matters that could result in compliance costs. Any violation or liability under environmental laws or health and safety regulations could harm our business.

We are subject to environmental and safety laws and regulations governing the use, storage and disposal of hazardous substances or wastes, including radioactive materials and wastes, and imposing liability for the cleanup of contamination from these substances. We handle hazardous substances in our manufacturing processes and in the compilation of our chemical library, and we could be liable for any improper use, storage, or disposal of such substances. We cannot completely eliminate the risk of contamination or injury from hazardous substances or wastes, and, in the event of such an incident, we could be held liable for any damages that result. In addition, we may be required to incur significant additional costs to comply with environmental laws and regulations in the future. The failure to comply with environmental or safety regulations could also result in fines by government authorities and payment of damages to private litigants, which could harm our business.

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The Occupational Safety and Health Act of 1970 (“OSHA”), establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration and various record keeping, disclosure and procedural requirements. Various OSHA standards may apply to our operations. We have incurred, and will continue to incur, capital and operating expenditures and other costs in the ordinary course of our business in complying with OSHA and other state and local laws and regulations.

Risks Related to SomaLogic Being a Public Company

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We are in the process of implementing disclosure controls and procedures designed to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. As a result, because of these inherent limitations in our control system, misstatements or omissions due to error or fraud may occur and may not be detected, which could result in failures to file required reports in a timely manner and filing reports containing incorrect information. Any of these outcomes could result in SEC enforcement actions, monetary fines or other penalties, damage to our reputation, and harm to our financial condition.

The requirements of being a public company may strain our resources, result in litigation and divert management’s attention.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations. Complying with these rules and regulations has increased and will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company” as defined in the JOBS Act. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are required to disclose changes made in our internal control and procedures on a quarterly basis. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may need to hire additional employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming.

These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment will result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected. By disclosing information in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If those claims are successful, our business could be seriously harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolve them could divert our management’s resources and seriously harm our business. We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance and, in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

In addition, as a result of our disclosure obligations as a public company, we have reduced strategic flexibility and may be under pressure to focus on short-term results, which may materially and adversely affect our ability to achieve long-term profitability.

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Risks Related to Our Common Stock and Public Warrants

Our principal stockholders and management own a significant percentage of our Common Stock and will be able to exercise significant influence over matters subject to stockholder approval.

As of December 31, 2021, our directors, executive officers, holders of more than 5% of our outstanding shares of Common Stock and their respective affiliates beneficially owned, collectively, approximately 24% of the outstanding shares of Common Stock. As a result, these stockholders, if they act together, may significantly influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control of our company that our other stockholders may believe is in their best interests. This in turn could have a material adverse effect on our stock price and may prevent attempts by our stockholders to replace or remove the board of directors or management.

We do not expect to pay any dividends for the foreseeable future. Investors may never obtain a return on their investment.

You should not rely on an investment in our Common Stock to provide dividend income. We do not anticipate that we will pay any dividends to holders of our Common Stock in the foreseeable future. Instead, we plan to retain any earnings to maintain and expand our existing operations, fund our research and development programs and continue to invest in our commercial infrastructure. In addition, any future credit facility or financing we obtain may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our Common Stock. Accordingly, investors must rely on sales of our Common Stock after price appreciation, which may never occur, as the only way to realize any return on their investment. As a result, investors seeking cash dividends should not purchase our Common Stock.

We may amend the terms of the Public Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants in a manner that may be adverse to holders. As a result, the exercise price of a holder’s Public Warrants could be increased, the exercise period could be shortened and/or the number of shares of our Common Stock purchasable upon exercise of a Public Warrant could be decreased, all without the approval of that warrant holder.

Our Public Warrants were issued in registered form under a warrant agreement between CMLS II and Continental Stock Transfer & Trust Company, as warrant agent. The warrant agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of Common Stock purchasable upon exercise of a Public Warrant.

We may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their Public Warrants worthless.

We have the ability to redeem outstanding Public Warrants (i) at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant; provided that the last reported sales price of our Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give notice of such redemption to the warrant holders; and (ii) at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Public Warrant; provided that the last reported sales price of our Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we give notice of such redemption to the warrant holders; provided further that, if the last reported sales price of our Common Stock is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we give notice of such redemption to the warrant holders, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We will use our best efforts to register or qualify such shares of Common Stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us. Redemption of the outstanding Public Warrants could force the warrant holders: (i) to exercise their Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so; (ii) to sell their Public Warrants at the then-current market price when they might otherwise wish to hold their Public Warrants; or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of their Public Warrants. None of the Private Placement

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Warrants will be redeemable by us (except as described in the section entitled “Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees.

Our warrants are exercisable for our Common Stock, which will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

Our Public Warrants are exercisable for up to 5,519,991 shares of Common Stock at $11.50 per share. Our Private Placement Warrants are exercisable for up to 5,013,333 shares of Common Stock at $11.50 per share. The additional shares of our Common Stock issuable upon exercise of our warrants will result in dilution to the then existing holders of our Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Common Stock.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We currently maintain our executive offices at 2945 Wilderness Place, Boulder, Colorado 80301. We lease approximately 77,000 square feet of space under three leases in Boulder, Colorado, which serve as our corporate headquarters and laboratory facilities. In addition, in February 2022 we entered into two lease agreements, each for commercial buildings to be constructed in Louisville, Colorado. The buildings when fully constructed are anticipated to comprise 100,080 square feet and 98,640 square feet respectively of office, warehouse, laboratory and other space and will serve as our future headquarters. We anticipate that one of these leases will commence on or after January 1, 2023, and the other lease will commence on or after July 1, 2023, but in each case subject to the landlord’s completion of the agreed-upon pre-delivery construction work. Both leases will expire on November 30, 2033, unless extended by the parties or earlier terminated in accordance with the terms of the leases. We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings

We are party to lawsuits arising in the ordinary course of our business. We cannot predict the outcome of any such lawsuits with certainty, but based upon the Company’s experience, current information and applicable law, management believes it is remote that pending or threatened legal matters will have a material adverse impact on our consolidated results of operations, financial condition, or liquidity.

Due to the nature of our business, we are, from time to time, involved in other routine litigation or subject to disputes or claims related to our business activities. In the opinion of our management, none of these other pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations.

However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations or liquidity. For additional details, see Part II, Item 8, Note 9, Commitments and Contingencies - “Legal Proceedings”, in the Notes to Consolidated Financial Statements in Item 15 of this Form 10-K, which is incorporated by reference.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SLGC.” Our certificate of incorporation authorizes the issuance of 600,000,000 shares of Common Stock with a par value of $0.0001 per share. The Company had 181,552,241 shares of Common Stock issued and outstanding as of December 31, 2021.

Preferred Stock

Our certificate of incorporation authorizes the issuance of 1,000,000 shares of Preferred Stock with a par value of $0.0001 per share. As of December 31, 2021, no shares of Preferred Stock were issued and outstanding, and no designation of rights and preferences of preferred stock had been adopted. Our preferred stock is not quoted on any market or system, and there is not currently a market for our preferred stock.

Holders

Based on information supplied by its transfer agent, the Company estimates that there are approximately 345 holders of record of our Common Stock and 1 holder of record of our public warrants. Such numbers do not include beneficial owners holding our securities through nominee names.

Dividends

We have not paid any cash dividends on our ordinary shares to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be within the discretion of our board of directors at such time. Our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

Refer to Part III, Item 12, for information related to our equity compensation plans.

Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of SomaLogic’s results of operations and financial condition should be read in conjunction with the consolidated financial statements and accompanying notes included in Part II, Item 8 of this Form 10-K. This discussion contains forward-looking statements based upon SomaLogic’s current expectations, estimates and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed under “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K. Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the business of Old SomaLogic prior to the consummation of the Business Combination, and to the Company and its consolidated subsidiaries following the consummation of the Business Combination.

Business Overview

SomaLogic is a leading commercial-stage proteomics company. We have built an integrated proteomics platform capable of robust, high throughput proteomics analysis with broad proteome coverage, low limits of detection, high reproducibility and at low costs. We designed our platform with the goal of being a universal proteomics platform, with the breadth (number of proteins measured) and precision (accuracy of measurement) important for discovery and research applications, and both the reproducibility and robustness important for clinical applications. Our platform is underpinned by our extensive global patent portfolio protecting our proteomics platform, products and services, our proprietary assay technology, our proteomics database (which we believe is one of the largest proteomics databases worldwide), and artificial intelligence and machine learning capabilities. As of December 31, 2021, our assay can measure approximately 7,000 protein target measurements in a single sample using only approximately 55µL of plasma or serum. Our proteomics database matches proteomics and clinical information and contains over 2.5 billion protein measurements with over 675,000 participant-years of longitudinal clinical data from follow-up. Leveraging our artificial intelligence-enabled bioinformatics capability, we use our database to power diagnostic product development for our research and clinical customers. We currently run our platform within our own laboratory, receive samples from customers and provide them proteomics analysis

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services. We are also developing an integrated solution comprising kits and select equipment that would enable customers to perform our proteomics assay at their own sites and leverage our bioinformatics capabilities to analyze the data.

Currently, we primarily generate revenue through our assay services, which consists primarily of a service model whereby we receive samples from pharmaceutical, biotechnology or academic clients, perform the SomaScan® assay, and subsequently use bioinformatics and analytics to further refine the collected data and deliver the results back to the customer. In the years ended December 31, 2021 and 2020, approximately 70% and 85%, respectively, of our assay services sales were generated by pharmaceutical customers. In mid-2020, we re-introduced a simple fee-for-service offering, in addition to our previous data-sharing model that has proven popular among customers. We expect our customer base to continue to grow in 2022 as a result of the fee-for-service offering and an expanded commercial development team.

In addition to the SomaScan® assay, we have developed and released SomaSignal™ tests into an observation market. The SomaSignal™ tests are data-driven diagnostic tests with high predictive power of biological disease and risks to patients that have a wide range of potential applications. We are currently evaluating a variety of different partnerships to drive adoption of SomaSignal™ tests.

We also generate product revenue, which primarily consists of the sale of SomaScan® kits. Our assay kits are aimed at enabling our customers to bring our proteomic platform in-house. Historically, we have sold our kits to a limited number of primarily academic customers.

As of December 31, 2021, we had approximately 320 full-time employees, including a commercial team of more than 60 employees and a research and development team of more than 60 employees. We plan to continue expanding our commercial team significantly in the coming years.

Our commercial and product development teams are consistently partnering with our customers to develop products and services that speed up the adoption of proteomics for our customers, including data analysis, data integration and ease of use tool sets. We are also actively exploring several potential co-marketing and new channel and product development opportunities with various partners in closely aligned scientific verticals, such as genomics.

We have historically and will continue to invest heavily in new products and solutions. Our research and development efforts are primarily focused on developing new proteomic content and additional SomaSignal™ tests as well as developing new applications for existing technologies.

Since our inception, we have incurred net losses in each year. Our net losses were $87.5 million and $53.0 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, we had an accumulated deficit of $498.9 million, cash and cash equivalents of $439.5 million, and short-term investments of $218.2 million. We expect to continue to incur significant expenses for the foreseeable future and to incur operating losses. We expect our expenses will increase in connection with our ongoing activities as we:

•expand our sales and marketing efforts to further commercialize our products;

•expand our research and development efforts to improve our existing products and develop and launch new products;

•invest in processes, tools and infrastructure to support the growth of our business, including incurring costs related to operating as a public company;

•attract, hire and retain qualified personnel; and

•protect and defend our intellectual property.

Business Combination

On September 1, 2021 (the “Closing Date”), we consummated the Business Combination contemplated by the Merger Agreement, dated March 28, 2021 by and among CMLS II, Merger Sub, and Old SomaLogic. Pursuant to the Merger Agreement, Merger Sub merged with and into Old SomaLogic, with Old SomaLogic surviving the merger as a wholly-owned subsidiary of CMLS II. Upon the closing of the Business Combination, CMLS II changed its name to SomaLogic, Inc., and Old SomaLogic changed its name to SomaLogic Operating Co., Inc.

Unless the context otherwise requires, the terms “we”, “us”, “our”, “SomaLogic" and “the Company" refer to, for periods prior to the completion of the Business Combination, SomaLogic, Inc. and its subsidiaries, and, for periods upon or after the completion of the Business Combination, SomaLogic, Inc., the combined company and its subsidiaries. See Note 2, Summary of Significant Accounting Policies—Presentation of Amounts After the Business Combination, and Note 3, Business Combination, for more details of the Business Combination and the presentation of historical amounts and balances after the Business Combination. The Company's Common Stock and warrants to purchase Common Stock are listed on the Nasdaq under the ticker symbols “SLGC” and "SLGCW", respectively.

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Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the Coronavirus Disease 2019 (COVID-19) outbreak to be a global pandemic. Since then, COVID-19 has continued to spread throughout much of the United States and the world causing uncertainty and disruption to business activities.

Our suppliers have been impacted by the COVID-19 pandemic, and we have experienced supply delays for certain equipment, instrumentation and other supplies that we use for our services and products

Despite the economic challenges due to the COVID-19 pandemic, we ended fiscal year 2020 with revenue growth of 74% year over year and we ended fiscal year 2021 with revenue growth of 46% compared to fiscal year 2020. We also benefited from our cost savings actions which included reduction in travel and non-essential spending.

The COVID-19 pandemic continues to be dynamic and near-term challenges across the economy remain. We expect continued volatility and unpredictability related to the impact of COVID-19 on our business results. We continue to actively monitor the pandemic and we will continue to take appropriate steps to mitigate the adverse impacts on our business posed by the on-going spread of COVID-19.

Factors Affecting Our Performance

The following factors have been important to our business and we expect them to impact our results of operations and financial condition in future periods:

Continued adoption of our services and products

Our performance depends on our ability to drive adoption of our integrated platform of proteomic solutions and services, initially in the research and clinical markets. We have a well-established base of marquee customer and Key Opinion Leaders (“KOL”) relationships in place, and as we grow further, we expect to win contracts with new customers and expand the scope of existing contracts with existing customers. To facilitate this growth, we will grow our commercial organization and raise awareness through all available channels, including our KOL relationships and relevant publications. We plan to develop and grow our offering of reagents and corresponding solutions, including both small and large plex capabilities, site-of-service deployed assay options, and bioinformatics offerings to attract additional customers and cross-sell to existing customers. Additionally, we have an ongoing focus on growing our proteomics database and artificial intelligence and machine learning analytics to drive value and market opportunities.

Continued investment in growth

Our significant revenue growth has been driven by rapid innovation towards novel solutions that command price premiums and quick adoption of our solutions by our customer base. We intend to continue to make focused investments to increase revenue and scale operations to support growth and therefore expect expenses in this area to increase. We have invested, and will continue to invest, significantly in our laboratory process and commercial infrastructure. Investments in research and development will include hiring of employees with the necessary scientific and technical backgrounds to enable enhancements to our existing services and products and bring new services and products to market. Additionally, we plan to invest in sales and marketing activities, and expect to incur additional general and administrative expenses. To support the expansion, expenditures to develop and mature operational processes, financial and management information systems are expected to be incurred. As cost of revenue, operating expenses and capital expenditures fluctuate over time, we may experience short-term, negative impacts to our results of operations and cash flows, but we are undertaking such investments in the belief that they will contribute to long-term growth.

We have made, and intend to continue to make, investments that meet management’s criteria to expand or add key technologies we believe will facilitate the development and commercialization of new products or services in the future. Such investments could take the form of an asset acquisition, the acquisition of a business or the exclusive or non-exclusive license of patented technology. Any acquisitions we make may affect our future financial results.

Ability to lower the costs associated with performing the assay

Reducing the costs associated with performing our assay is both our focus and strategic objective. Over the long term, our objective is to reduce the cost of raw materials by improving the output efficiency of our assays and laboratory processes. Our approach to reducing these costs include, but are not limited to, modifying our assays and laboratory processes to use materials and technologies that provide equal or greater quality at lower cost, improving how we manage our materials and negotiating favorable terms for our materials purchases. We plan to reduce the cost of performing our SomaScan® assay as we move to either a less expensive array or Next Generation Sequencing system for our DNA readout of the protein concentrations present in a sample.

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Seasonality

Our revenue can be seasonal dependent upon the spending patterns of our customers. Seasonality results from a number of factors, including the procurement and budgeting cycles of many of our customers, especially government- or grant-funded customers, whose cycles often coincide with government fiscal year ends. For example, the academic budgetary cycle requires grantees to “use or lose” their grant funding, which seems to be tied disproportionately to the end of the calendar year, driving sales higher during the fourth quarter. Similarly, our biopharmaceutical customers typically have calendar year fiscal years which also result in a disproportionate amount of their purchasing activity occurring during our fourth quarter.

Development and commercialization of clinical diagnostic tests

To facilitate a more complete understanding of human biology and improve human wellness, we aim to continue to advance our portfolio of clinical diagnostic tests that leverage our proprietary proteomics platform and artificial intelligence-enabled bioinformatics. By developing additional tests, the Company can provide more options to customers and collaborators and further commercialize our platform driving growth in revenue.

We have released 16 SomaSignal™ tests as LDTs under our Clinical Laboratory Improvement Amendments (“CLIA”) license as of December 31, 2021. We have also developed 20 tests for the RUO market — most of which are directed at characterizing individuals in clinical trials. We continue to invest in our SomaSignal™ test pipeline, largely directed at tests helping to manage chronic disease and will be of significant interest to health system providers. We anticipate approximately 4 to 8 additional LDT SomaSignal™ tests and approximately 5 to 10 SomaSignal™ tests for the RUO market to clear our development and validation process during 2022.

We are working closely with our clinical implementation partners and prioritizing the test pipeline to have the greatest impact on their business. Our plan is for these tests to focus on disease management and facilitate early intervention in diseases with the highest morbidity and mortality burden, such as type 2 diabetes, obesity, and cardiovascular disease.

Working in conjunction with our proteomics database and bioinformatics capabilities, our broad and versatile foundational assay, SomaScan®, enables the natural expansion of our test menu given the continuous incorporation of real-world data into our growing foundational assay. We believe this dynamic will support continuous and long-term growth of our research and clinical diagnostics business. Additionally, with our growing foundational assay in place as the single source for all new test menus, we believe we are well positioned to expand to additional adjacent markets within proteomics and genomics.

Expansion of our proteomic content

As of December 31, 2021, we have a library of slow off-rate modified aptamers, SOMAmers® reagents against approximately 7,000 protein target measurements of the 20,000 known canonical proteins encoded in the human genome. We believe the breadth (number of proteins measured) of our SomaScan® assay is superior to other technologies in an aspect that is vital to customers. For each protein, we typically have a collection of 100’s to 1000’s of proprietary “monoclonal” SOMAmer® reagents (reagents with unique and defined sequences) from which we select and place one, or in some cases several, reagents on our SomaScan® assay. Any follow-up studies, which are of interest to many of our customers and partners, are facilitated with these collections of reagents, which is uniquely possible with our technology. To maintain our competitive advantage, we plan to increase the number of protein reagents to approximately 10,000 in 2023 for commercial availability based on allocated funding, resource availability, and the successful validation of new reagents. Upon successful commercialization of the new reagents, the impact to cost of revenue for the new proteomic content is estimated to be offset by the increased efficiencies we may gain from sample volume growth and value engineering initiatives.

Components of Results of Operations

Revenue

We derive our revenue from four primary sources: (1) assay services revenue, (2) product revenue, (3) collaboration revenue, and (4) other revenue. Customers include top biopharmaceutical companies and leading academic research universities.

Assay services revenue

We generate assay services revenue primarily from the sale of SomaScan® services. SomaScan® service revenue is derived from performing the SomaScan® assay on customer samples to generate data on protein biomarkers. We expect assay services revenue to increase over the long-term with new and recurring sales opportunities. With the enhancement of our proteomic services, we expect to capture more market opportunities outside of the United States region, as well as winning contracts with new customers and expanding the scope of sales with existing customers.

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Product revenue

Product revenue primarily consists of kit sales, which enable our customers to bring the SomaScan® proteomic platform in-house and to build lines of business based on this technology. In preparation for a full-scale re-launch, we are establishing agreements with several sites to deploy kits in the future. This will allow SomaLogic to quickly grow into new geographic regions and expand our customer base.

Collaboration revenue

Collaboration revenue consists of fees earned for research and development services, except for grant revenue research and development services that are classified in other revenue. Collaboration revenue currently relates to an arrangement with one customer, NEC Solution Innovators, Ltd. (“NES”), a wholly owned subsidiary of NEC Corporation (“NEC”). We believe expanding collaborative arrangements with KOLs will allow for further enhancements of our integrated platform, lower barriers to adoption and introduce or expand new market channels and customers within geographic regions and markets we do not currently operate in.

Other revenue

Other revenue includes royalty revenue and revenue received from research grants. The Company recognizes royalty revenue for fees paid by customers in return for the exclusive license to make, use or sell certain licensed products in certain geographic areas. Grant revenue represents funding under cost reimbursement programs from government agencies, and non-profit foundations for qualified research and development activities performed by the Company. We expect other revenue to continue to grow as we expand our commercial team and continue to pursue additional licensing relationships.

Cost of revenue

Cost of assay services revenue

Cost of assay services revenue consists of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to assay services revenue. It also includes provisions for excess or obsolete inventory and costs for production variances, such as yield losses, material usages, spending and capacity variances. Cost of assay services revenue also includes royalty fees that the Company owes to third parties related to assay services.

We expect cost of assay services revenue to increase as we grow our sample volume. We expect the cost per sample to decrease over the long term due to the efficiencies we may gain as sample volume increases from improved utilization of our laboratory capacity and other value engineering initiatives. If our sample volume throughput is reduced as a result of the COVID-19 pandemic or otherwise, cost of revenue as a percentage of total revenue may be adversely impacted due to fixed overhead cost.

Cost of product revenue

Cost of product revenue consists of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations and comprehensive loss. Cost of product revenue also includes royalty fees that the Company owes to third parties related to the sale of products.

Research and development

Research and development expenses consist primarily of salaries and benefits, laboratory supplies, clinical study costs, consulting fees and related costs. We believe that our continued investment in research and development is essential to our long-term competitive position. We plan to continue to invest significantly in our research and development efforts, including hiring additional employees, with an expected focus on advancing our assay and our bioinformatics platform, new clinical studies, as well as lowering the cost of assays. As a result of these and other initiatives, we expect research and development expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue.

Selling, general and administrative

Selling expenses consist primarily of personnel and marketing related costs. General and administrative expenses consist primarily of personnel costs for our finance, human resources, business development and general management, as well as professional services, such as legal and accounting services.

As we continue to introduce new services and products, broaden our customer base and grow our business, we expect selling, general and administrative expenses to increase in future periods as the number of sales and marketing and administrative personnel grows. We also anticipate incurring increased accounting, audit, legal, regulatory, compliance,

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director and officer insurance costs, as well as, investor and public relations expenses associated with operating as a public company.

Interest income and other, net

Interest income and other, net primarily consists of interest earned on our cash equivalents and investments, which are invested in money market funds, commercial paper, corporate bonds, United States Treasuries, asset-backed securities, and international government securities.

Interest expense

Interest expense is attributable to our borrowings under debt agreements as well as the change in fair value of the compound derivative liability.

Change in fair value of warrant liabilities

Change in fair value of warrant liabilities consists of changes in fair value related to the Public Warrant and Private Warrant liabilities. The warrant liabilities are classified as marked-to-market liabilities pursuant to ASC 815,Derivatives and Hedging (“ASC 815”), and the corresponding increase or decrease in value impacts our net loss.

Change in fair value of earn-out liability

Change in fair value of earn-out liability consists of changes in the earn-out liability related to Earn-Out Shares issuable to former stockholders of Old SomaLogic. The earn-out liability is classified as a marked-to-market liability pursuant to ASC 815 and the corresponding increase or decrease in value impacts our net loss.

Loss on extinguishment of debt, net

Loss on extinguishment of debt, net consists of a loss on extinguishment of debt due to conversion of the Convertible Debt and repayment of the Amended and Restated Credit Agreement, and offset by a gain on extinguishment of debt due to forgiveness of the Paycheck Protection Program (“PPP”) loan during the year ended December 31, 2021. Loss on extinguishment of debt, net for the year ended December 31, 2020 is due to the partial prepayment of the Amended and Restated Credit Agreement in November 2020.

Results of Operations

Comparison of the year ended December 31, 2021 versus the year ended December 31, 2020

Revenue

	Year Ended December 31,				Change
(in thousands)	2021		2020		$		%
Revenue:
Assay services revenue	$	68,038	$	45,827	$	22,211	48	%
Product revenue	1,277		1,907		(630)		(33)	%
Collaboration revenue	3,051		2,483		568		23	%
Other revenue	9,260		5,672		3,588		63	%
Total revenue	$	81,626	$	55,889	$	25,737	46	%

Total revenue increased by $25.7 million, or 46%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

Assay services revenue increased by $22.2 million, or 48%, for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to a $20.8 million increase related to sample volumes and a $1.4 million increase related to higher-than-average price per sample as a result of the reintroduction of the fee-for-service model in the second half of 2020.

Product revenue decreased by $0.6 million, or 33%, for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to a reduction in the volume of kits sold as we discontinue sales of kits on our previous platform and prepare to re-launch kits on our upgraded platform.

Collaboration revenue increased by $0.6 million, or 23%, for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to the modification of our existing collaborative arrangement to develop a professional software tool to enable SomaScan® customers to easily access and interpret the highly multiplexed proteomic data generated by SomaLogic’s SomaScan® assay technology in March 2020. SomaLogic and NEC modified the collaboration agreement by entering into a new collaborative arrangement with NES in March 2020 to develop and commercialize SomaScan® services in Japan.

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Other revenue increased by $3.6 million, or 63%, for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to a $3.3 million increase in royalty income related to an exclusive license to provide specific SOMAmers® in certain current and future products and a $0.3 million increase related to grant revenue arrangements.

Cost of revenue

	Year Ended December 31,				Change
(in thousands)	2021		2020		$		%
Cost of assay services revenue	$	32,782	$	21,857	$	10,925	50	%
Cost of product revenue	681		757		(76)		(10)	%
Total cost of revenue	$	33,463	$	22,614	$	10,849	48	%

Total cost of revenue increased by $10.8 million, or 48%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

Cost of assay services revenue increased by $10.9 million, or 50%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase in cost of assay services revenue was primarily due to an increase in manufacturing costs as a result of volume increases.

Cost of product revenue decreased by $0.1 million, or 10%, for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to a reduction in the volume of kits sold, partly offset by an increase in the cost of materials.

Research and development

	Year Ended December 31,				Change
(in thousands)	2021		2020		$		%
Research and development	$	43,496	$	30,749	$	12,747	41	%

Research and development increased by $12.7 million, or 41%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase in research and development was primarily due to an $6.5 million non-recurring, non-cash stock-based compensation expense related to the sale of common stock and vested options by an employee to an economic interest holder in excess of fair value, a $4.5 million increase in professional services and supplies related to projects for reducing costs and content expansion, and a $1.7 million increase in wages and benefits due to increased headcount in our research and development team.

Selling, general, and administrative

	Year Ended December 31,				Change
(in thousands)	2021		2020		$		%
Selling, general and administrative	$	77,971	$	36,882	$	41,089	111	%

Selling, general, and administrative increased by $41.1 million, or 111%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase in selling, general and administrative was primarily due to a $17.2 million increase in advisory and management services incurred in relation to public-readiness preparations and other transactions, a $10.9 million increase in wages and benefits due to increased headcount in our commercial team, a $5.5 million increase in stock-based compensation expense due to new option grants, Earn-Out Shares issued to Earn-Out Service Providers and option modifications, a $6.7 million increase in services incurred related to market research and marketing initiatives, and a $0.8 million increase in stock-based compensation expense for consulting services.

Other expense

	Year Ended December 31,				Change
(in thousands)	2021		2020		$		%
Other expense:
Interest income and other, net	$	225	$	230	$	(5)	(2)	%
Interest expense	(1,324)		(18,338)		17,014		(93)	%
Change in fair value of warrant liabilities	(6,952)		—		(6,952)		100	%
Change in fair value of earn-out liability	(1,869)		—		(1,869)		100	%
Loss on extinguishment of debt, net	(4,323)		(551)		(3,772)		685	%
Total other expense	$	(14,243)	$	(18,659)	$	4,416	(24)	%

Total other expense decreased by $4.4 million, or 24%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

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Interest income and other, net decreased by less than $0.1 million, or 2%, for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to lower interest rates on investments, partly offset by an average higher cash equivalents and investment balances during the year ended December 31, 2021 compared to the year ended December 31, 2020.

Interest expense decreased by $17.0 million, or 93%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease in interest expense was primarily due to a $12.3 million change in the fair value of the compound derivative liability for the year ended December 31, 2020. In April 2021, the Company repaid the Amended and Restated Credit Agreement in full and the fair value of the compound derivative liability was included in the net carrying amount of the debt used to determine the loss on extinguishment of debt. As a result, interest expense related to the Amended and Restated Credit Agreement was $4.6 million less during the year ended December 31, 2021 compared to the year ended December 31, 2020. Additionally, the Convertible Debt was converted into equity in July 2021, and as a result the interest expense related to the Convertible Debt was $0.1 million less during the year ended December 31, 2021 compared to the year ended December 31, 2020.

Change in fair value of warrant liabilities of $7.0 million for the year ended December 31, 2021 is due to an increase in the fair value of the warrant liabilities as of December 31, 2021 compared to the Closing Date of the Business Combination. The warrant liabilities were recorded as part of the Business Combination and therefore did not exist in the prior year.

Change in fair value of the earn-out liability of $1.9 million for the year ended December 31, 2021 is due to an increase in the fair value of the earn-out liability as of December 31, 2021 compared to the Closing Date of the Business Combination. The earn-out liability was recorded as part of the Business Combination and therefore did not exist in the prior year.

Loss on extinguishment of debt, net of $3.8 million for the year ended December 31, 2021 is due to a $5.2 million loss on extinguishment of debt as a result of the repayment of the Amended and Restated Credit Agreement in April 2021 and a $2.7 million loss on extinguishment of debt as a result of the conversion of the Convertible Debt in July 2021, offset by a $3.6 million gain on extinguishment of debt as of result of the forgiveness of the PPP loan in June 2021. Loss on extinguishment of debt, net of $0.6 million for the year ended December 31, 2020 is due to the partial prepayment of the Amended and Restated Credit Agreement in November 2020.

Non-GAAP Financial Measures

We present non-GAAP financial measures in order to assist readers of our consolidated financial statements in understanding the core operating results used by management to evaluate and run the business, as well as, for financial planning purposes. Our non-GAAP financial measure, Adjusted EBITDA, provides an additional tool for investors to use in comparing our financial performance over multiple periods.

Adjusted EBITDA is a key performance measure that our management uses to assess its operating performance. Adjusted EBITDA facilitates internal comparisons of our operating performance on a more consistent basis, and we use this measure for business planning, forecasting, and decision-making. We believe that Adjusted EBITDA enhances an investor’s understanding of our financial performance as it is useful in assessing our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business.

Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net loss as determined in accordance with GAAP or as an indicator of our operating performance. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance. Our presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by those adjusted items. Our Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate this measure in the same manner.

Adjusted EBITDA

We calculate Adjusted EBITDA as net loss adjusted to exclude interest expense, net, depreciation and amortization, and other non-recurring items. The other non-recurring items include the loss on extinguishment of debt, net, a one-time non-cash stock-based compensation expense, and change in the fair value of warrant liabilities and the earn-out liability.

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The following table is a reconciliation of net loss in accordance with GAAP to non-GAAP adjusted EBITDA for the year ended December 31, 2021 and 2020:

	Year Ended December 31,
(in thousands)	2021		2020
Net loss	$	(87,547)	$	(53,015)
Adjustments to reconcile to EBITDA:
Interest expense, net	1,099		18,108
Depreciation and amortization	2,569		2,823
EBITDA	(83,879)		(32,084)
Adjustments to reconcile to Adjusted EBITDA:
Loss on extinguishment debt, net (1)	4,323		551
One-time non-cash stock-based compensation (2)	6,461		—
Change in fair value of warrant liabilities (3)	6,952		—
Change in fair value of earn-out liability (4)	1,869		—
Adjusted EBITDA	$	(64,274)	$	(31,533)

(1) For the year ended December 31, 2021 represents the $5.2 million loss on extinguishment of debt as a result of the repayment of the Amended and Restated Credit Agreement in April 2021, the $2.7 million loss on extinguishment of debt as a result of the conversion of the Convertible Debt in July 2021, and offset by the $3.6 million gain on extinguishment of debt as a result of the forgiveness of the PPP loan in June 2021. For the year ended December 31, 2020, represents the $0.6 million loss on extinguishment of debt as a result of a partial prepayment of the Amended and Restated Credit Agreement in November 2020. See Note 10, Debt.

(2) Represents a one-time non-cash stock-based compensation expense of $6.5 million related to the sale of stock and vested options by an employee to an economic interest holder in excess of fair value. See Note 13, Stock-based Compensation, for more details on this secondary sale transaction.

(3) Represents fair value adjustments to warrant liabilities. See Note 5, Fair Value Measurements, for more details.

(4) Represents fair value adjustments to earn-out liability. See Note 5, Fair Value Measurements, for more details.

Liquidity and Capital Resources

Historically, our primary sources of liquidity have been revenue collected from our customers, net proceeds from sale of our capital stock, and borrowings from debt facilities. We received net proceeds of $530.1 million from the Business Combination and PIPE Investment on September 1, 2021. Following the completion of the Business Combination, we expect that our operating cash flows, in addition to cash on hand, enable us to make investments in the future. We expect our operating cash flows to further improve as we increase operational efficiencies and experience economies of scale.

We believe that our existing cash and cash equivalents and investments will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including our sample volume growth rate, the pace of expansion of sales and marketing activities, the timing and extent of spending to supporting research and development efforts, the introduction of new and enhanced products and services, and the level of costs to operate as a public company following the reverse recapitalization. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, products and technologies.

Our borrowings from debt facilities were provided from three different sources. On April 9, 2021, the Company repaid the Amended and Restated Credit Agreement in full and the obligation was extinguished. In addition to the outstanding principal balance of $33.3 million as of that date, the Company also paid a prepayment penalty of approximately $4.0 million.

In April 2020, we received a loan in the aggregate amount of $3.5 million, pursuant to the Paycheck Protection Program, established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and administered by the United States Small Business Administration. Under the terms of the CARES Act, we applied for and received forgiveness on June 21, 2021 for the full amount borrowed under the PPP loan, including less than $0.1 million of accrued interest, which was recognized as a gain on extinguishment of debt during the year ended December 31, 2021.

On July 9, 2021, the holder of the Convertible Debt converted the Convertible Debt into 682,070 shares of Old SomaLogic Class B common stock. The 682,070 shares of Old SomaLogic Class B common stock that were issued for the conversion of the Convertible Debt are presented in the consolidated statements of stockholders’ equity as 571,642 shares of Common Stock as a result of the reverse recapitalization. As of December 31, 2021, no debt obligations are outstanding.

We may be required to seek additional equity or debt financing. In the event the Company requires additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or

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generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.

We also have entered into various non-cancelable operating lease agreements for administrative and laboratory facilities in Boulder, Colorado. In September 2020, we agreed to terminate a lease agreement for office space in Boulder, effective June 2021, as well as allowed another office space to expire in August 2021. We also terminated a laboratory lease in Oxford, United Kingdom and the lease term expired in December 2021. As of December 31, 2021, our total future minimum lease commitments were $5.5 million. In addition, in February 2022, we entered into two new lease agreements for buildings to be constructed in Louisville, Colorado. The terms of these leases will commence in 2023.

Cash flows

The following table summarizes our cash flows for the periods presented:

	Year Ended December 31,
(in thousands)	2021		2020
Net cash used in operating activities	$	(36,972)	$	(28,338)
Net cash used in investing activities	(185,431)		(9,535)
Net cash provided by financing activities	497,491		188,766
Effect of exchange rates on cash, cash equivalents and restricted cash	(14)		(9)
Net increase in cash, cash equivalents and restricted cash	$	275,074	$	150,884

Cash flows from operating activities

Cash used in operating activities for the year ended December 31, 2021 was $37.0 million, which was primarily attributable to a net loss of $87.5 million and was partially offset by non-cash stock-based compensation expense of $28.4 million, non-cash change in the fair value of the warrant liabilities of $7.0 million, non-cash change in the fair value of the earn-out liability of $1.9 million, loss on extinguishment of debt, net of $4.3 million, non-cash depreciation and amortization of $2.6 million, non-cash PIK interest expense of $0.2 million, non-cash provision for excess and obsolete inventory of $0.7 million, non-cash amortization of premium on available-for-sale securities, net, of $0.4 million, non-cash amortization of debt issuance costs, discounts and premiums of $0.3 million. The cash used in operating activities was also partially offset by a net increase in our operating assets and liabilities of $4.9 million.

Cash used in operating activities for the year ended December 31, 2020 was $28.3 million, which was primarily attributable to a net loss of $53.0 million and a net decrease in our operating assets and liabilities of $8.7 million, which were partially offset by non-cash stock-based compensation expense of $15.2 million, non-cash change in fair value of the compound derivative liability of $12.3 million, non-cash depreciation and amortization of $2.8 million, non-cash amortization of debt issuance costs, discounts, and premiums of $1.7 million. The net decrease in our operating assets and liabilities was primarily due to the $13.3 million increase in accounts receivable and a $1.2 million increase in deferred costs of services. These changes were offset by a $4.0 million increase in accounts payable, a $1.2 million increase in accrued and other liabilities, and a $0.3 million decrease in deferred revenue.

Cash flows from investing activities

Cash used in investing activities for the year ended December 31, 2021 was $185.4 million, consisting of $178.7 million for the purchase of available-for-sale securities, net of proceeds from sales and maturities of available-for-sale securities, and $6.7 million for the purchase of property and equipment.

Cash provided by investing activities for the year ended December 31, 2020 was $9.5 million, consisting of $8.4 million from sales and maturities of available-for-sale securities, net of amounts related to purchases of available-for-sale securities, offset by $1.1 million for the purchase of property and equipment.

Cash flows from financing activities

Cash provided by financing activities for the year ended December 31, 2021 was $497.5 million, consisting of the $357.2 million in net proceeds from the PIPE investment, $172.9 million in net proceeds from the Business Combination, and $3.9 million in proceeds from the exercise of options to purchase our common stock. The cash provided by financing activities was partially offset by the $36.5 million repayment of the Amended and Restated Credit Agreement.

Cash provided by financing activities for the year ended December 31, 2020 was $188.8 million, consisting of $5.0 million in proceeds related to the Simple Agreement for Future Equity (“SAFE”), $3.5 million in proceeds from the PPP loan, and $1.1 million in proceeds from the exercise of options to purchase our common stock.

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Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with United States generally accepted accounting principles, or GAAP. The preparation of the consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs, expenses and related disclosures. We evaluate our estimates and judgments on an on-going basis. We base our estimates on current facts, historical and anticipated results, trends, and other relevant assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely event that would result in materially different amounts being reported.

While our significant accounting policies are described in more detail in Note 2, Significant Accounting Policies, in “Item 8. Financial Statements and Supplementary Data”, we believe that the following accounting policies are those most critical as they require difficult, subjective, and/or complex judgments and estimates used in the preparation of our consolidated financial statements.

Revenue recognition

We recognize revenue from sales to customers under ASC 606, Revenue from Contracts with Customers. ASC 606 provides a five-step model for recognizing revenue that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

We recognize revenue when or as control of promised goods or services is transferred to the customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue and products are sold without the right of return.

Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. We do not adjust revenue for the effects of a significant financing component for contracts where the period between the transfer of the goods or services and collection is one year or less. We expense incremental costs to obtain a contract as incurred since the amortization period of the asset that would otherwise be recognized is one year or less.

Assay services revenue

We generate assay services revenue primarily from the sale of SomaScan® services. SomaScan® service revenue is derived from performing the SomaScan® assay on customer samples to generate data on protein biomarkers. Revenue from SomaScan® services is recognized at the time the analysis data or report is delivered to the customer, which is when control has been transferred to the customer. SomaScan® services are sold at a fixed price per sample without any volume discounts, rebates or refunds.

The delivery of each assay data report is a separate performance obligation. For arrangements with multiple performance obligations, the transaction price must be allocated to each performance obligation based on its relative standalone selling price. When assay services are included with other products or services within a customer contract, judgment is required to determine whether the promises are distinct or should be combined and to determine the transaction price allocation and standalone selling price. Standalone selling price is primarily determined based on amounts invoiced to customers in observable transactions. Standalone selling price varies depending on customer size, volume and contract length.

Product revenue

Product revenue primarily consists of kit sales to customers who have deployed the assay in their own laboratories. We receive a fixed price per kit and revenue from product sales is recognized upon transfer of control to the customer. Our principal terms of sale are freight on board (“FOB”) shipping point and as such, we transfer control and record revenue for product sales upon shipment. Shipping and handling costs billed to customers are included in product revenue in the consolidated statements of operations and comprehensive loss.

Collaboration revenue

We provide research and development services that are accounted for in accordance with ASC 808, Collaborative Arrangements, because both parties are active participants and are exposed to significant risks and rewards depending on the activity’s commercial failure or success. The most critical judgments used to estimate revenue from collaborative arrangements include the determination of units of account within the scope of ASC 606, the number of distinct performance obligations, estimation of transaction price including allocation to the identified performance obligations, and determination of the pattern of recognition.

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Other revenue

Other revenue includes royalty revenue and revenue received from research grants. We recognize royalty revenue for fees paid by customers in return for the exclusive license to make, use or sell certain licensed products in certain geographic areas. We recognize revenue for a sales or usage-based royalty promised in exchange for a license of intellectual property when the later of the following events occurs: (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been satisfied. As such, revenue is recognized in the period in which the subsequent sale or usage has occurred.

Grant revenue represents funding under cost reimbursement programs from government agencies and non-profit foundations for qualified research and development activities performed by the Company. For efforts performed under these grant agreements, our policy is to recognize revenue when it is reasonably assured that the grant funding will be received as evidenced through the existence of a grant arrangement, amounts eligible for reimbursement are determinable and have been incurred, the applicable conditions under the grant arrangements have been met, and collectability of amounts due is reasonably assured. The classification of costs incurred related to grants is based on the nature of the activities provided by the Company. Grant revenue is recognized when the related costs are incurred and recorded in other revenue in the consolidated statements of operations and comprehensive loss.

Inventory

Inventory is stated at the lower of cost or net realizable value on a first-in, first-out basis. Cost is determined using a standard cost system, whereby the standard costs are updated periodically to reflect current costs. The Company estimates the recoverability of inventory by referencing estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected usage, no longer meets quality specifications, or has a cost basis in excess of its estimated realizable value and records a charge to cost of revenue for such inventory as appropriate. In some cases, we have determined a certain portion of inventories to be in excess or obsolete. In those cases, we write down the value of those inventories to their net realizable value based upon judgment and estimates about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Direct and indirect manufacturing costs incurred during research and development activities are expensed to research and development as consumed. Judgment is required in determining the value of inventory that is not expected to be used in our assay services within 12 months of the current reporting period and is recorded as non-current inventory on the consolidated balance sheets.

Stock-based compensation

The Company incurs stock-based compensation expense related to stock options, and we recognize stock-based employee compensation, net of an estimated forfeiture rate over the employee’s requisite service period, which is generally the vesting period, on a straight-line basis. Stock-based compensation costs are estimated at the grant date based on the fair value of the equity for financial reporting purposes. We utilize the Black-Scholes valuation model for estimating the fair value of stock options granted. The fair value of each option is estimated on the date of grant. The model assumptions include expected volatility, term, dividend yield and the risk-free interest rate. Assumptions used in applying the Black-Scholes option-pricing model to determine the estimated fair value of stock options granted are complex, involve inherent uncertainties and the application of judgment. As a result, if factors or expected outcomes change and significantly different assumptions or estimates are used, the Company’s equity-based compensation could be materially different.

Set forth below are the assumptions used in valuing the stock options granted and a discussion of the Company’s methodology for developing each of the assumptions used:

•Expected dividend yield — The Company did not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero in the option valuation model.

•Expected volatility — Volatility is a measure of the amount by which a financial variable, such as share price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company analyzes the volatility used by similar public companies at a similar stage of development to estimate expected volatility. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty.

•Risk-free interest rate — We use a range of United States Treasury rates with a term that most closely resembles the expected life of the option as of the date of which the option was granted.

•Expected average life of options — The expected life assumption is the expected time to exercise. The Company uses a simplified method to develop this assumption, which uses the average of the vesting period and the contractual terms.

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Index to Financial Statements

Determination of Fair Value of Common Stock

As there was no public market for the Old SomaLogic common stock prior to the consummation of the Business Combination, on each grant date, Old SomaLogic developed an estimate of the fair value of the Old SomaLogic common stock based on the information known to Old SomaLogic on the date of grant, upon a review of any recent events and their potential impact on the estimated fair value per share of the Old SomaLogic common stock, and in part on input from a third-party valuation firm.

The valuations of the Old SomaLogic common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (“Practice Aid”). To determine the fair value of the Old SomaLogic common stock, Old SomaLogic utilized the probability-weighted expected return method and incorporated valuations under different scenarios and methods, included the option pricing, or “backsolve” method, which estimated the fair value of Old SomaLogic by reference to the value and preferences of its last round of financing, as well as its capitalization.

The assumptions used to determine the estimated fair value of the Old SomaLogic common stock were based on numerous objective and subjective factors, combined with management’s judgment, including:

•the progress of Old SomaLogic’s research and development efforts, Old SomaLogic’s stage of development, and business strategy;

•the rights, preferences, and privileges of Old SomaLogic’s redeemable convertible preferred stock relative to those of the Old SomaLogic common stock;

•the prices at which Old SomaLogic sold shares of its redeemable convertible preferred stock;

•Old SomaLogic’s financial condition and operating results, including its levels of available capital resources;  

• equity market conditions affecting comparable public companies; and

•general United States market conditions and the lack of marketability of the Old SomaLogic common stock.

As the public trading market for our Common Stock has been established in connection with the consummation of the Business Combination, it is no longer necessary for our Board of Directors to estimate the fair value of our Common Stock in connection with our accounting for granted stock options and other such awards we may grant, as the fair value of our Common Stock will be determined based on the quoted market price of our Common Stock.

Warrant Liabilities

We classify the warrants as liabilities on the consolidated balance sheets as these instruments are precluded from being indexed to our own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging (“ASC 815”). Since the warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as long-term liabilities at fair value on the date of the Business Combination, with subsequent changes in their respective fair values recognized within change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss at each reporting date.

Earn-Out Liability

As a result of the Business Combination, the Company recognized Earn-Out Shares contingently issuable to former stockholders of Old SomaLogic as a liability in accordance with ASC 815. The liability was included as part of the consideration transferred in the Business Combination and was recorded at fair value. The earn-out liability is remeasured at the end of each reporting period, with the corresponding change in fair value recognized within change in fair value of earn-out liability in the consolidated statements of operations and comprehensive loss at each reporting date.

Recently Issued Accounting Pronouncements

Please refer to Note 2, Significant Accounting Policies - Recent Accounting Pronouncements, in “Item 8. Financial Statements and Supplementary Data” for a discussion of recent accounting pronouncements and their anticipated effect on our business.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 

Not required for smaller reporting companies.

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Index to Financial Statements

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)		63
Consolidated Balance Sheets		64
Consolidated Statements of Operations and Comprehensive Loss		65
Consolidated Statements of Stockholders’ Equity		66
Consolidated Statements of Cash Flows		67
Notes to Consolidated Financial Statements
	Note 1 — Description of Business	69
	Note 2 — Summary of Significant Accounting Policies	69
	Note 3 — Business Combination	78
	Note 4 — Revenue	79
	Note 5 — Fair Value Measurements	80
	Note 6 — Inventory	82
	Note 7 — Property and Equipment	82
	Note 8 — Accrued Liabilities	82
	Note 9 — Commitments and Contingencies	82
	Note 10 — Debt	84
	Note 11 — Stockholders' Equity	86
	Note 12 — Redeemable Convertible Preferred Stock	87
	Note 13 — Stock-based Compensation	87
	Note 14 — Income Taxes	89
	Note 15 — Employee Benefit Plans	91
	Note 16 — Related Parties	91
	Note 17 — Net Loss Per Share	91
	Note 18 — Subsequent Events	92
	Note 19 — Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited)	92

62

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of SomaLogic, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SomaLogic, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2014.

Denver, Colorado

March 29, 2022

63

Index to Financial Statements

SomaLogic, Inc.

Consolidated Balance Sheets

(in thousands, except share data)

	December 31,
	2021		2020
ASSETS
Current assets
Cash and cash equivalents	$	439,488	$	164,944
Investments	218,218		39,954
Accounts receivable, net	17,074		17,449
Inventory	11,213		7,020
Deferred costs of services	462		1,450
Prepaid expenses and other current assets	5,097		1,158
Total current assets	691,552		231,975
Non-current inventory	4,085		6,024
Property and equipment, net	9,557		3,913
Other long-term assets	908		378
Total assets	$	706,102	$	242,290
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	15,089	$	7,064
Accrued liabilities	11,109		6,310
Deferred revenue	3,021		1,762
Deferred rent	66		238
Current portion of long-term debt	—		2,423
Total current liabilities	29,285		17,797
Warrant liabilities	35,181		—
Earn-out liability	26,885		—
Deferred revenue, net of current portion	2,364		3,415
Convertible debt	—		1,926
Long-term debt	—		32,326
Other long-term liabilities	363		909
Total liabilities	94,078		56,373
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and 2020	—		—
Common stock, $0.0001 par value; 600,000,000 shares authorized; 181,552,241 and 114,266,515 shares issued and outstanding at December 31, 2021 and 2020, respectively	18		11
Additional paid-in capital	1,110,991		597,274
Accumulated other comprehensive loss	(72)		(2)
Accumulated deficit	(498,913)		(411,366)
Total stockholders’ equity	612,024		185,917
Total liabilities and stockholders’ equity	$	706,102	$	242,290

The accompanying notes are an integral part of these consolidated financial statements.

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SomaLogic, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

	Year Ended December 31,
	2021		2020
Revenue
Assay services revenue	$	68,038	$	45,827
Product revenue	1,277		1,907
Collaboration revenue	3,051		2,483
Other revenue	9,260		5,672
Total revenue	81,626		55,889
Operating expenses
Cost of assay services revenue	32,782		21,857
Cost of product revenue	681		757
Research and development	43,496		30,749
Selling, general and administrative	77,971		36,882
Total operating expenses	154,930		90,245
Loss from operations	(73,304)		(34,356)
Other (expense) income
Interest income and other, net	225		230
Interest expense	(1,324)		(18,338)
Change in fair value of warrant liabilities	(6,952)		—
Change in fair value of earn-out liability	(1,869)		—
Loss on extinguishment of debt, net	(4,323)		(551)
Total other expense	(14,243)		(18,659)
Net loss	$	(87,547)	$	(53,015)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	$	(68)	$	(25)
Foreign currency translation loss	(2)		(4)
Total other comprehensive loss	(70)		(29)
Comprehensive loss	$	(87,617)	$	(53,044)
Net loss per share, basic and diluted	$	(0.64)	$	(0.81)
Weighted-average shares used to compute net loss per share, basic and diluted	137,157,283		65,161,358

The accompanying notes are an integral part of these consolidated financial statements.

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SomaLogic, Inc.

Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

	Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance at December 31, 2019	72,657,092	$	727	(112,645)	$	(347)	$	378,364	$	27	$	(358,351)	$	20,420
Retrospective application of recapitalization	(11,857,590)	(721)		112,645	347		374		—		—		—
Adjusted Balance at December 31, 2019	60,799,502	6		—	—		378,738		27		(358,351)		20,420
Issuance of Series A Convertible preferred stock, net of issuance costs of $11,359	52,776,787	5		—	—		202,111		—		—		202,116
Issuance of Common Stock upon exercise of options	616,955	—		—	—		1,110		—		—		1,110
Issuance of Common Stock for services	73,752	—		—	—		227		—		—		227
Stock-based compensation	—	—		—	—		14,945		—		—		14,945
Surrender of shares in cashless exercise	(481)	—		—	—		(5)		—		—		(5)
Net unrealized loss on available-for-sale securities	—	—		—	—		—		(25)		—		(25)
Foreign currency translation loss	—	—		—	—		—		(4)		—		(4)
Other	—	—		—	—		148		—		—		148
Net loss	—	—		—	—		—		—		(53,015)		(53,015)
Balance at December 31, 2020	114,266,515	$	11	—	$	—	$	597,274	$	(2)	$	(411,366)	$	185,917
Issuance of Common Stock upon exercise of options	1,311,326	—		—	—		4,001		—		—		4,001
Issuance of Common Stock for services	228,199	—		—	—		1,337		—		—		1,337
Issuance of Common Stock upon conversion of convertible debt	571,642	—		—	—		4,631		—		—		4,631
Stock-based compensation	—	—		—	—		27,042		—		—		27,042
Surrender of shares in cashless exercise	(15,189)	—		—	—		(56)		—		—		(56)
Issuance of Common Stock upon Business Combination, net of transaction costs of $31,511	28,689,748	3		—	—		119,568		—		—		119,571
Issuance of Common Stock upon PIPE Investment, net of transaction costs of $7,802	36,500,000	4		—	—		357,194		—		—		357,198
Net unrealized loss on available-for-sale securities	—	—		—	—		—		(68)		—		(68)
Foreign currency translation loss	—	—		—	—		—		(2)		—		(2)
Net loss	—	—		—	—		—		—		(87,547)		(87,547)
Balance at December 31, 2021	181,552,241	$	18	—	$	—	$	1,110,991	$	(72)	$	(498,913)	$	612,024

The accompanying notes are an integral part of these consolidated financial statements.

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SomaLogic, Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended December 31,
	2021		2020
Operating activities
Net loss	$	(87,547)	$	(53,015)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation expense	28,415		15,172
Depreciation and amortization	2,569		2,823
Amortization of debt issuance costs, discounts and premiums	258		1,670
Change in fair value of compound derivative liability	7		12,327
Change in fair value of warrant liabilities	6,952		—
Change in fair value of earn-out liability	1,869		—
Amortization of premium (accretion of discount) on available-for-sale securities, net	380		(55)
Provision for excess and obsolete inventory	703		102
(Recovery) provision for doubtful accounts	(8)		60
Loss on extinguishment of debt, net	4,323		551
Loss on disposal of equipment	—		98
Paid-in-kind interest	165		587
Other	12		9
Changes in operating assets and liabilities:
Accounts receivable	383		(13,306)
Inventory	(2,957)		483
Deferred costs of services	988		(1,194)
Prepaid expenses and other current assets	(3,909)		165
Other long-term assets	—		211
Accounts payable	6,460		4,025
Deferred revenue	208		(292)
Accrued and other liabilities	4,509		1,241
Payment of paid-in-kind interest on extinguishment of debt	(752)		—
Net cash used in operating activities	(36,972)		(28,338)
Investing activities
Proceeds from sale of property and equipment	10		51
Purchase of property and equipment	(6,729)		(1,157)
Purchase of available-for-sale securities	(279,918)		(45,702)
Proceeds from sales and maturities of available-for-sale securities	101,206		37,273
Net cash used in investing activities	(185,431)		(9,535)
Financing activities
Repayment of long-term debt	(36,512)		—
Proceeds from PIPE Investment, net of transaction costs	357,198		—
Proceeds from Business Combination, net of transaction costs	172,858		—
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs	—		179,141
Proceeds from Paycheck Protection Program loan	—		3,520
Proceeds from SAFE agreement	—		5,000
Proceeds from exercise of stock options	3,947		1,105
Net cash provided by financing activities	497,491		188,766
Effect of exchange rates on cash, cash equivalents and restricted cash	(14)		(9)
Net increase in cash, cash equivalents and restricted cash	275,074		150,884
Cash, cash equivalents and restricted cash at beginning of period	165,194		14,310
Cash, cash equivalents and restricted cash at end of period	$	440,268	$	165,194

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SomaLogic, Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended December 31,
	2021		2020
Supplemental cash flow information:
Cash paid for interest	$	1,627	$	3,730
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment included in accounts payable	$	1,492	$	19
Surrender of shares in cashless exercise	56		6
Amendment fee related to extinguishment of debt financed through additional principal	—		2,500
Redeemable convertible preferred stock issued for debt prepayment penalty in connection with debt modification	—		2,500
Redeemable convertible preferred stock issued for prepayment of principal penalty in connection with debt modification	—		10,000
Redeemable convertible preferred stock issued for debt issuance costs in connection with debt modification	—		5,475
Redeemable convertible preferred stock issued for conversion of SAFE agreement	—		5,000
Redeemable convertible preferred stock issued for issuance costs	—		1,500
Redeemable convertible preferred stock issuance costs included in accounts payable	—		2,501
Issuance of Common Stock for services	1,334		227
Forgiveness of Paycheck Protection Program loan and accrued interest	3,561		—
Issuance of Common Stock for conversion of convertible debt	4,631		—
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	$	439,488	$	164,944
Restricted cash included in other long-term assets	780		250
Total cash, cash equivalents and restricted cash at end of period	$	440,268	$	165,194

The accompanying notes are an integral part of these consolidated financial statements.

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SomaLogic, Inc.

Notes to Consolidated Financial Statements

Note 1 — Description of Business

Organization and Operations

SomaLogic Operating Co., Inc. (formerly SomaLogic, Inc., and herein “SomaLogic Operating") was incorporated in the state of Delaware on October 13, 1999 and is headquartered in Boulder, Colorado. SomaLogic Operating is a protein biomarker discovery and clinical diagnostics company that develops slow off-rate modified aptamers (“SOMAmers®”), which are modified nucleic acid-based protein binding reagents that are specific for their cognate protein, and offer proprietary SomaScan® services, which provide multiplex protein detection and quantification of protein levels in complex biological samples. The SOMAmers®/SomaScan® technology enables researchers to analyze various types of biological samples for protein biomarker signatures, which can be utilized in drug discovery and development. Biomarker discoveries from SomaScan® can lead to diagnostic applications in various areas of diseases including cardiovascular and metabolic disease, nonalcoholic steatohepatitis, and wellness, among others.

CM Life Sciences II Inc. (“CMLS II”) is a blank check company incorporated as a Delaware corporation on December 15, 2020. CMLS II was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

On September 1, 2021 (the “Closing Date”), we consummated the business combination (the “Business Combination”) contemplated by the Merger Agreement (as amended, the “Merger Agreement”), dated March 28, 2021 by and among CMLS II, S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CMLS II (“Merger Sub”), and SomaLogic Operating ("Old SomaLogic"). Pursuant to the Merger Agreement, Merger Sub merged with and into Old SomaLogic, with Old SomaLogic surviving the merger as a wholly-owned subsidiary of CMLS II. Upon the closing of the Business Combination (the “Closing”), CMLS II changed its name to SomaLogic, Inc., and Old SomaLogic changed its name to SomaLogic Operating Co., Inc.

Unless the context otherwise requires, the terms “we”, “us”, “our”, “SomaLogic" and “the Company" refer to Old SomaLogic, SomaLogic, Inc., or the combined company and its subsidiaries following the Business Combination. See Note 2, Summary of Significant Accounting Policies—Presentation of Amounts After the Business Combination, and Note 3, Business Combination, for more details of the Business Combination and the presentation of historical amounts and balances after the Business Combination. The Company's Common Stock and warrants to purchase Common Stock are listed on the Nasdaq under the ticker symbols “SLGC” and "SLGCW", respectively.

COVID-19 Pandemic

The Company is subject to ongoing uncertainty concerning the Coronavirus Disease 2019 (COVID-19) pandemic, including its length and severity and its effect on the Company’s business. The COVID-19 pandemic resulted in delays in fundraising efforts and revenue during fiscal year 2020. In response, the Company took aggressive actions to reduce spend and contain costs including implementing a hiring freeze, eliminating travel, executing early lease terminations for two administrative buildings in Boulder, Colorado, as well as closing the Company’s Oxford, United Kingdom laboratory. The Company experienced notable shifts in research funding in the pharmaceutical industry to COVID-19 research, largely delaying revenue from the first half of 2020 to the second half of 2020. The Company modified its Amended and Restated Credit Agreement in the second and fourth quarters of 2020 in order to avoid noncompliance with financial and nonfinancial covenants (see Note 10, Debt).

Our suppliers have been impacted by the COVID-19 pandemic, and we have experienced supply delays for certain equipment, instrumentation and other supplies that we use for our services and products

Despite the economic challenges due to the COVID-19 pandemic, we ended fiscal year 2020 with revenue growth of 74% year over year and we ended fiscal year 2021 with revenue growth of 46% compared to fiscal year 2020. We also benefited from our cost savings actions which included reduction in travel and non-essential spending.

The COVID-19 pandemic continues to be dynamic and near-term challenges across the economy remain. The Company expects continued volatility and unpredictability related to the impact of COVID-19 on business results. The Company continues to actively monitor the pandemic and will continue to take appropriate steps to mitigate the adverse impacts on the business posed by the on-going spread of COVID-19.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements and accompanying notes include the accounts of SomaLogic and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying

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SomaLogic, Inc.

Notes to Consolidated Financial Statements

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for financial information. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).

Basis for Financial Balances After the Business Combination

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, CMLS II is treated as the “acquired” company for financial reporting purposes and Old SomaLogic is treated as the accounting acquirer. This determination was primarily based on the following:

•the Old SomaLogic stockholders hold the majority of voting rights in the Company;

•Old SomaLogic had the right to designate a majority of members of the board of directors of the Company immediately after giving effect to the Business Combination;

•the senior management of Old SomaLogic comprises the senior management of the Company; and

•the operations of Old SomaLogic comprise the ongoing operations of the Company.

Accordingly, for accounting purposes, our financial statements represent a continuation of the financial statements of Old SomaLogic with the Business Combination being treated as the equivalent of Old SomaLogic issuing stock for the net assets of the CMLS II, accompanied by a recapitalization. The net assets of Old SomaLogic are stated at historical cost, with no goodwill or other intangible assets recorded.

In connection with the Business Combination each share of Old SomaLogic Class B common stock (including shares of Old SomaLogic Class B common stock resulting from the deemed conversion of Old SomaLogic redeemable convertible preferred stock) converted into the right to receive 0.8381 shares (the "Exchange Ratio”) of our Class A common stock, par value $0.0001, (“Common Stock”). The recapitalization of the number of shares of our Common Stock is reflected retrospectively to the earliest period presented, based upon the Exchange Ratio, and is utilized for calculating net loss per share in all prior periods presented.

Certain reclassifications have been made to prior period amounts to conform to the current presentation.

Correction of Error in Previously Reported 2021 Interim Consolidated Financial Statements

In connection with our year-end financial close process and related preparation of our 2021 Annual Report on Form 10-K, a misstatement of net loss per share was identified in our previously filed 2021 unaudited interim consolidated financial statements for the quarter and year-to date periods ended September 30, 2021 related to the calculation of the weighted average shares outstanding used as the denominator to calculate net loss per share in the condensed consolidated statements of operations and comprehensive loss. The weighted average shares outstanding was inconsistent with the presentation of outstanding common stock in the consolidated balance sheets and statements of stockholders’ equity, which reflected the recapitalization of common stock based on the Exchange Ratio retrospectively to the earliest period presented. For further information, see Note 19, Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, revenue recognition, inventory valuation, compound derivative liability valuation, the valuation of stock-based compensation awards, warrant liabilities valuations, and earn-out liability valuations. We base our estimates on current facts, historical and anticipated results, trends, and other relevant assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, and accounts receivable. Our cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits.

Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as

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SomaLogic, Inc.

Notes to Consolidated Financial Statements

a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows:

	Accounts Receivable		Revenue
	December 31,		Year Ended December 31,
	2021	2020	2021		2020
Customer A	10%	26%	21	%	30	%
Customer B	*	11%	13	%	26	%
Customer C	20%	25%	10	%	*
Customer D	26%	16%	*		*

*less than 10%

International sales entail a variety of risks, including currency exchange fluctuations, longer payment cycles, and greater difficulty in accounts receivable collection. The risks of international sales are mitigated in part by the fact that contracts are in U.S. dollars. Customers outside the United States collectively represent 31% and 35% of the Company’s revenues for the years ended December 31, 2021 and 2020, respectively. Customers outside of the United States collectively represented 18% and 23% of the Company’s gross accounts receivable balance as of December 31, 2021 and 2020, respectively.

Certain components included in our products require customization and are obtained from a single source or a limited number of suppliers.

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiary is the British pound sterling. In preparing its consolidated financial statements, the Company is required to translate the financial statements of this subsidiary from British pounds sterling to U.S. dollars. Accordingly, the assets and liabilities of the Company’s subsidiary are translated into U.S. dollars at current exchange rates and the results of operations are translated at the average exchange rates for the period. Since the Company’s functional currency is deemed to be the local currency, any gain or loss associated with the translation of its consolidated financial statements is included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Net foreign currency transaction gains (losses) were not significant for the years ended December 31, 2021 and 2020.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash deposits and short-term, highly liquid investments that are readily convertible into cash, with original maturities of three months or less. Cash equivalents consist primarily of amounts invested in money market funds and commercial paper and are stated at fair value.

Restricted Cash

Restricted cash represents cash on deposit with a financial institution as security for a letter of credit outstanding for the benefit of the landlord related to an operating lease for one of the Company’s laboratory facilities. The restricted cash is classified as a long-term asset on the consolidated balance sheets based on the term of the underlying lease.

Investments

The Company has designated all investments, which consist of U.S. Treasury securities, asset-backed securities, commercial paper, and corporate bonds, as available-for-sale securities. Available-for-sale securities are reported at fair value on the consolidated balance sheets, with unrealized gains and losses excluded from earnings and reported as a component of other comprehensive (loss) income. Realized gains and losses, amortization of premiums and discounts, and interest and dividends earned on available-for-sale securities are included in interest income and other in the consolidated statements of operations and comprehensive loss. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. The Company determines the appropriate classification of its debt securities at the time of purchase based on their maturities and re-evaluates such classification at each balance sheet date.

A decline in the fair value of a security below its cost that is deemed to be other-than-temporary is recorded as interest income and other, net and results in the establishment of a new basis for the security. Factors evaluated to determine if an investment is other-than-temporarily impaired include significant deterioration in earnings performance, credit rating, asset quality or business prospects of the issuer; adverse changes in the general market conditions in which the issuer operates; the Company’s intent to sell the security, and whether or not the Company will be required to sell the security before the recovery of its amortized cost.

Fair Value Measurements

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Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price, in the principal or most advantageous market for that asset or liability to be transferred in an orderly transaction between market participants on the measurement date. ASC 820, Fair Value Measurements, establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The hierarchy defines three levels of inputs that may be used to measure fair value:

•Level 1 — Quoted prices in active markets for identical assets or liabilities;

•Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments consist of Level 1, Level 2, and Level 3 assets and liabilities. The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short-term maturities.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount management expects to collect from customers based on their outstanding invoices. We review accounts receivable regularly to determine if any receivable may not be collectible. Management estimates the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value by analyzing the status of significant past due receivables and current and historical bad debt trends. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and ceases collection efforts. We did not write off any material accounts receivable balances during the years ended December 31, 2021 and 2020.

Accounts receivable consisted of the following:

	December 31,
(in thousands)	2021		2020
Accounts receivable	$	17,146	$	17,529
Less: allowance for doubtful accounts	(72)		(80)
Accounts receivable, net	$	17,074	$	17,449

Inventory

Inventory is stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Cost is determined using a standard cost system, whereby the standard costs are updated periodically to reflect current costs. The Company estimates the recoverability of inventory by referencing estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected usage, no longer meets quality specifications, or has a cost basis in excess of its estimated net realizable value and records a charge to cost of revenue for such inventory as appropriate. The value of inventory that is not expected to be used within 12 months of the balance sheet date is classified as non-current inventory in the accompanying consolidated balance sheets.

Deferred Costs of Services

Deferred costs of services relate to costs incurred to run customer samples through the SomaScan® assay. These costs are deferred until the final report is provided to the customer and the related revenue is recognized.

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation and amortization. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation for property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets, which we estimate to be: lab equipment, 1 to 5 years; computer equipment, 3 years; furniture and fixtures, 4 years; and software, the shorter of 5 years or its useful life. Leasehold improvements are amortized over the shorter of the life of the lease term or the estimated useful life of the assets.

The Company capitalizes certain internal and external costs related to the acquisition and development of internal use software during the application development stages of projects. When the software is ready for its intended use, the

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Company amortizes these costs using the straight-line method over the estimated useful life of the asset. Costs incurred during the preliminary project or the post-implementation/operation stages of the project are expensed as incurred.

Costs for capital assets not yet placed into service are capitalized as construction in progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations.

Impairment of Long-Lived Assets

The Company evaluates a long-lived asset (or asset group) for impairment whenever events or changes in circumstances indicate that the carrying value of the asset (or asset group) may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the asset is expected to generate are less than the carrying value of the asset, an impairment loss is recorded to write down the asset to its estimated fair value based on a discounted cash flow approach. There were no impairment losses recorded for the years ended December 31, 2021 and 2020.

Leases

Leases are reviewed and classified as capital or operating at their inception in accordance with ASC 840, Leases. The Company enters into lease agreements for its administrative and laboratory facilities, which are classified as operating leases. The Company records rent expense on a straight-line basis over the term of the lease, which includes the lease extension periods, if appropriate. The difference between rent payments and straight-line rent expense is recorded as deferred rent in current or other long-term liabilities, as appropriate. Lease agreements may include tenant improvement allowances from landlords. The Company recognizes these allowances as leasehold incentive obligations in deferred rent and amortizes them on a straight-line basis over the lease term as a reduction to rent expense. Leasehold improvements are capitalized and included in property and equipment on the consolidated balance sheets.

Warrant Liabilities

During February 2021, in connection with CMLS II’s initial public offering, CMLS II issued 5,519,991 warrants (the “Public Warrants”) to purchase shares of Common Stock at $11.50 per share. Simultaneously, with the consummation of the CMLS II initial public offering, CMLS II issued 5,013,333 warrants through a private placement (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to purchase shares of Common Stock at $11.50 per share. All of the Warrants were outstanding as of December 31, 2021.

We classify the Warrants as liabilities on our consolidated balance sheets as these instruments are precluded from being indexed to our own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging (“ASC 815”). Since the Warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as long-term liabilities at fair value on the date of the Business Combination, with subsequent changes in their respective fair values recognized within change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss at each reporting date. See Note 11, Stockholders' Equity, for more information on the Warrants.

Earn-Out Liability

As a result of the Business Combination, the Company recognized Earn-Out Shares (defined below) contingently issuable to former stockholders of Old SomaLogic as a liability in accordance with ASC 815. The liability was included as part of the consideration transferred in the Business Combination and was recorded at fair value. The earn-out liability is remeasured at the end of each reporting period, with subsequent changes in fair value recognized within change in fair value of earn-out liability in the consolidated statements of operations and comprehensive loss. See Note 3, Business Combination, for more information on the Earn-Out Shares and liability.

Revenue Recognition

The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 provides a five-step model for recognizing revenue that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

The Company recognizes revenue when or as control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue and products are sold without the right of return.

Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. The Company does not adjust revenue for the effects of a significant financing component for contracts where the

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period between the transfer of the good or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less.

Assay Services Revenue

The Company generates assay services revenue primarily from the sale of SomaScan® services. SomaScan® service revenue is derived from performing the SomaScan® assay on customer samples to generate data on protein biomarkers. Revenue from SomaScan® services is recognized at the time the analysis data or report is delivered to the customer, which is when control has been transferred to the customer. SomaScan® services are sold at a fixed price per sample without any volume discounts, rebates, or refunds.

The delivery of each assay data report is a separate performance obligation. For arrangements with multiple performance obligations, the transaction price must be allocated to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation as there are few directly comparable products in the market and factors such as customer size are factored into the determination of selling price. We determine standalone selling prices based on amounts invoiced to customers in observable transactions.

Product Revenue

Product revenue primarily consists of kit sales to customers who assay samples in their own laboratories. The Company receives a fixed price per kit and revenue from product sales is recognized upon transfer of control to the customer. The principal terms of sale are freight on board (“FOB”) shipping point and as such, the Company transfers control and records revenue for product sales upon shipment. Shipping and handling costs billed to customers are included in product revenue in the consolidated statements of operations and comprehensive loss.

Collaboration Revenue

In July 2011, NEC Corporation (“NEC”) and the Company entered into a Strategic Alliance Agreement (the “SAA”) to develop a professional software tool to enable SomaScan® customers to easily access and interpret the highly multiplexed proteomic data generated by SomaLogic’s SomaScan® assay technology in the United States. To support this development, NEC made an upfront payment of $12.0 million and SomaLogic agreed to pay NEC a perpetual royalty on certain SomaScan® revenues. This agreement includes a clause whereby if there is a material breach of the contract or change in control of the Company, the Company may be required to pay a fee to terminate the agreement.

The Company determined that the SAA met the criteria set forth in ASC 808, Collaborative Arrangements, (“ASC 808”) because both parties were active participants and were exposed to significant risks and rewards dependent on commercial failure or success. The Company recorded the upfront payment as deferred revenue to be recognized over the period of performance of 15 years. The revenue was recorded in collaboration revenue in the consolidated statements of operations and comprehensive loss.

In March 2020, NEC and the Company mutually terminated the SAA and concurrently the Company and NEC Solution Innovators, Ltd. (“NES”), a wholly owned subsidiary of NEC, entered into a new arrangement, the JDCA, to develop and commercialize SomaScan® services in Japan, as described in the section entitled “Collaboration Agreements” above. NES agreed to make annual payments of $2 million for five years, for a total of $10.0 million, in exchange for research and development activities, as described below. The Company determined the JDCA should be accounted for as a modification of the SAA. Therefore, the remaining SAA deferred revenue balance as of the date of the modification was included as consideration under the JDCA resulting in total consideration of $15.3 million for research and development activities. We determined that this arrangement also meets the criteria set forth in ASC 808. The JDCA contains three separate performance obligations: (i) research and development activities, (ii) assay services, and (iii) a 10-year exclusive license of the Company’s intellectual property.

(i) Research and Development Activities

The Company determined that NES is not a customer with respect to the research and development activities associated with the collaboration arrangement under ASC 808. The Company’s efforts related to the research and development activities are incurred consistently throughout the performance period. As a result, the Company recognizes revenue from these activities over time on a straight-line basis and records revenue in collaboration revenue in the consolidated statements of operations and comprehensive loss.

(ii) Assay Services

The Company determined that NES is a customer for the assay services performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives a fixed fee (standalone selling price) per sample in

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exchange for assaying samples, which is a service performed for other customers in the ordinary course of business. This performance obligation is recognized at a point in time when the assay data report is delivered to the customer and recorded in assay services revenue in the consolidated statements of operations and comprehensive loss.

(iii) License of Intellectual Property

The Company determined that NES is a customer for the license performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives royalties based on NES’ net sales and determined the allocation of royalties solely to this performance obligation is consistent with the objectives in ASC 606. This performance obligation was satisfied at the beginning of the license term. Subject to the sales and usage-based royalty exception, revenue is recognized in the period in which the subsequent sale or usage has occurred. Royalties are recorded in other revenue in the consolidated statements of operations and comprehensive loss.

Other Revenue

Other revenue includes royalty revenue and revenue received from research grants. The Company recognizes royalty revenue for fees paid by customers in return for the exclusive license to make, use or sell certain licensed products in certain geographic areas. These fees are equivalent to a percentage of the customer’s related revenues. The Company recognizes revenue for sales-based or usage-based royalties promised in exchange for a license of intellectual property when the later of the following events occurs: (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been satisfied. As such, revenue is recognized in the period in which the subsequent sale or usage has occurred.

In June 2008, the Company and New England Biolabs, Inc. (“NEB”) entered into an exclusive licensing agreement, whereby the Company provides a license to use certain proprietary information and know-how relating to its aptamer technology to make and use commercial products. In exchange, the Company receives royalties from NEB for these products. The Company recognized royalties of approximately $8.5 million and $5.3 million for the years ended December 31, 2021 and 2020, respectively.

Grant revenue represents funding under cost reimbursement programs from government agencies and non-profit foundations for qualified research and development activities performed by the Company. The Company recognizes grant revenue when it is reasonably assured that the grant funding will be received as evidenced through the existence of a grant arrangement, amounts eligible for reimbursement are determinable and have been incurred, the applicable conditions under the grant arrangements have been met, and collectability of amounts due is reasonably assured. The classification of costs incurred related to grants is based on the nature of the activities performed by the Company. Grant revenue is recognized when the related costs are incurred and recorded in other revenue in the consolidated statements of operations and comprehensive loss.

Cost of Assay Services Revenue

Cost of assay services revenue consists of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to assay services revenue. It also includes provisions for excess or obsolete inventory and costs for production variances, such as yield losses, material usages, spending and capacity variances. Cost of assay services revenue also includes royalty fees that the Company owes to third parties related to assay services.

Cost of Product Revenue

Cost of product revenue consists primarily of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations and comprehensive loss. Cost of product revenue also includes royalty fees that the Company owes to third parties related to the sale of products.

Research and Development

Research and development expenses, consisting primarily of salaries and benefits, laboratory supplies, clinical study costs, consulting fees and related costs, are expensed as incurred.

Selling, General and Administrative

Selling expenses consist primarily of personnel and marketing related costs and are expensed as the related costs are incurred. Advertising costs totaled approximately $0.7 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively.

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Notes to Consolidated Financial Statements

General and administrative expenses consist primarily of personnel costs for the Company’s finance, human resources, business development and general management, as well as professional services, such as legal and accounting services. General and administrative expenses are expensed as incurred.

Income Taxes

The provision for income taxes is included in interest income and other, net in the consolidated statements of operations and comprehensive loss.

Deferred income tax assets and liabilities are recognized for tax consequences in future years attributable to differences between the tax bases of assets and liabilities and their respective financial reporting amounts, based on enacted tax laws and statutory tax rates applicable to the periods in which these temporary differences are expected to reverse. The Company evaluates the need to establish or release a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. Valuation allowances are established to reduce deferred tax assets to the amount expected to be more likely than not realized in the future.

The effect of income tax positions is recognized only when it is more likely than not to be sustained. Interest and penalties associated with uncertain tax positions are recorded in interest income and other, net in the consolidated statements of operations and comprehensive loss.

We made an accounting policy election to treat the tax effects of the global intangible low-taxed income as a component of interest income and other, net in the period incurred.

Stock-Based Compensation

The Company incurs stock-based compensation expense related to its stock options, and we recognize stock-based employee compensation, net of an estimated forfeiture rate, over the employee’s requisite service period, which is generally the vesting period, on a straight-line basis.

The Company utilizes the Black-Scholes valuation model for estimating the fair value of stock options granted. The fair value of each option is estimated on the date of grant.

Set forth below are the assumptions used in valuing the stock options granted and a discussion of the Company’s methodology for developing each of the assumptions used:

•Expected dividend yield — The Company did not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero in the option valuation model.

•Expected volatility — Volatility is a measure of the amount by which a financial variable, such as share price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company analyzes the volatility used by similar public companies at a similar stage of development to estimate expected volatility. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty.

•Risk-free interest rate — We use a range of United States Treasury rates with a term that most closely resembles the expected life of the option as of the date of which the option was granted.

•Expected average life of options — The expected life assumption is the expected time to exercise. The Company uses a simplified method to develop this assumption, which uses the average of the vesting period and the contractual terms.

Fair Value of Common Stock

The grant date fair value of the shares of common stock underlying stock options had historically been determined by the Company’s Board of Directors with assistance of third-party valuation specialists prior to the Business Combination. Because there was no public market for the Company’s common stock, the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors, combined with management’s judgments, to determine the best estimate of the fair value, which include financial condition and actual operating results; the progress of the Company’s research and development efforts; its stage of development; business strategy; the rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; the prices at which the Company sold shares of its redeemable convertible preferred stock; equity market conditions of comparable public companies; general U.S. market conditions; and the lack of marketability of our common stock. Following the Business Combination, the grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the date of the grant.

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Notes to Consolidated Financial Statements

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that are recorded as an element of stockholders’ equity but excluded from net loss. Our other comprehensive loss consists of foreign currency translation adjustments and net unrealized gain or losses on investments in available-for-sale securities.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the period. Diluted net loss per share is similarly computed, except that the denominator includes the effect of contingently issuable shares, warrants, and stock options, using the treasury stock method, if including such potential shares of common stock is dilutive.

Segment Information

The Company has one operating segment. The Company’s chief operating decision maker (the “CODM”) role is performed by the Company’s Chief Executive Officer. The CODM manages the Company’s operations on a consolidated basis for purposes of allocating resources and assessing performance. Substantially all of the Company’s operations and decision-making functions are located in the United States.

Recent Accounting Pronouncements

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies so long as we remain an emerging growth company.

Accounting Standards Not Yet Adopted

Leases. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which extended the effective date of ASU 2016-02 for non-public business entities. The amended standard is effective for the Company on January 1, 2022.

The Company will adopt ASU 2016-02, as amended, using a modified retrospective approach as permitted under ASU 2018-11, which allows the Company to apply the legacy lease guidance and disclosure requirements in the comparative periods presented prior to the year of adoption. No cumulative-effect adjustment to retained earnings is expected to be recognized upon adoption of ASU 2016-02.

As part of the adoption, the Company will elect the short-term lease recognition policy election for all leases with a term of 12 months or less, and as such, no right-of-use assets or lease liabilities will be recorded on the balance sheet for these leases. The Company also expects to elect the following practical expedients:

•the package of transition practical expedients, permitting the Company to not reassess its prior conclusions about lease identification, lease classification and initial direct costs; and

•the practical expedient to not separate lease and non-lease components.

We are finalizing our implementation of ASU 2016-02, but expect the adoption will result in increases to long-term assets, current liabilities and long-term liabilities on its consolidated balance sheets, related to the recognition of right-of-use assets and lease liabilities, and will require additional disclosures of key information related to its leases in the footnotes to the consolidated financial statements. As part of our implementation procedures, we have identified long-term leases for certain asset classes, including corporate office space. As of December 31, 2021, the Company’s undiscounted obligations for operating leases in the Company’s future minimum lease table totaled approximately $5.5 million (see Note 9, Commitments and Contingencies, for additional information).

Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles of ASC 740 as part of an overall simplification initiative. ASU 2019-12 is effective for the Company on January 1, 2022. The Company is currently evaluating the impact this standard, however, the Company does not believe the adoption of ASU 2019-12 will have a material impact on its consolidated financial statements and related disclosures.

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Financial Instruments — Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which sets forth a “current expected credit loss” (CECL) model that requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which extends the effective date of ASU 2016-13 for non-public business entities. ASU 2016-13, as amended, is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements and related disclosures.

Note 3 — Business Combination

As described in Note 1, Description of Business—Organization and Operations, we consummated the Merger Agreement on the Closing Date. Pursuant to the terms of the Merger Agreement, the merger consideration payable to stockholders of Old SomaLogic at the Closing Date was $1.25 billion, consisting of cash payments of $50 million and equity consideration in the form of (i) the issuance of shares of Common Stock and (ii) rollover of Old SomaLogic’s outstanding options. The number of shares of Common Stock issued to Old SomaLogic stockholders was based on a deemed value of $10.00 per share after giving effect to the Exchange Ratio. Each option of Old SomaLogic that was outstanding immediately prior to the Closing Date was assumed by SomaLogic and converted into an option to acquire an adjusted number of shares of Common Stock of SomaLogic at an adjusted exercise price per share based on the Exchange Ratio. These assumed options will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the original instrument.

Earn-Out Shares

The Merger Agreement also provides additional shares of Common Stock to Old SomaLogic shareholders and to certain employees and directors of SomaLogic (“Earn-Out Service Providers”) of up to 3,500,125 and 1,499,875, respectively (the “Earn-Out Shares”). The Earn-Out Shares are payable if the price of our Common Stock is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days at any time between the 13- and 24-month anniversary of the Closing Date (the “Triggering Event”). Any Earn-Out Shares issuable to an Earn-Out Service Provider shall be issued only if such individual continues to provide services (whether as an employee or director) through the date of occurrence of the corresponding Triggering Event (or a change in control acceleration event, if applicable) that causes such Earn-Out Shares to become issuable (refer to Note 13, Stock-based Compensation). Any Earn-Out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the Old SomaLogic stockholders in accordance with their respective pro rata Earn-Out Shares. As of December 31, 2021, the contingency has not been met and, accordingly, no shares of Common Stock have been issued.

PIPE (Private Investment in Public Entity) Investment

In connection with the Business Combination, CMLS II entered into subscription agreements with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, concurrently with the Closing, an aggregate of 36,500,000 shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $365.0 million (the “PIPE Investment”).

CMLS II Shares

In connection with the Closing, certain CMLS II holders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 809,850 shares of CMLS II common stock at an approximate price of $10.00 per share, for an aggregate of approximately $8.1 million, which was paid to such holders at the Closing (the “CMLS II Redemption”). Immediately following the Closing, all of the 6,900,000 issued and outstanding shares of CMLS II Class B common stock (“CMLS II Founder Shares”), automatically converted, on a one-for-one basis, into shares of Common Stock in accordance with CMLS II’s amended and restated certificate of incorporation.

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Summary of Shares Issued

The following table details the number of shares of Common Stock issued immediately following the consummation of the Business Combination:

	Shares
CMLS II Class A common stock, outstanding prior to Business Combination	27,600,000
Less: CMLS II Redemption shares	(809,850)
Class A common stock of CMLS II, net of redemptions	26,790,150
Conversion of CMLS II Founder Shares for Common Stock	6,900,000
Shares issued pursuant to PIPE Investment	36,500,000
Conversion of Old SomaLogic shares for Common Stock (1)	110,973,213
Total shares of SomaLogic Common Stock, immediately after Business Combination	181,163,363

(1) The number of Old SomaLogic shares was determined as the 75,404,883 shares of Old SomaLogic Class B common stock and 31,485,973 shares of Old SomaLogic redeemable convertible preferred stock (assuming deemed conversion to Old SomaLogic Class B common stock) outstanding immediately prior to the closing of the Business Combination multiplied by the Exchange Ratio of 0.8381.

Summary of Net Proceeds

On the Closing Date, SomaLogic received gross proceeds of $619.4 million, consisting of $365.0 million from the PIPE Investors and $254.4 million from CMLS II. The gross proceeds were reduced by $50 million of cash payments made to Old SomaLogic stockholders (based on certain Old SomaLogic stockholders’ election to receive cash instead of equity consideration) and $39.3 million of direct transaction costs incurred by the Company. These direct transaction costs were included in additional paid-in capital and reflected as an offset against the proceeds.

Note 4 — Revenue

The following table provides information about disaggregated revenue by product line:

	Year Ended December 31,
(in thousands)	2021		2020
Assay services revenue	$	68,038	$	45,827
Product revenue	1,277		1,907
Collaboration revenue	3,051		2,483
Other revenue:
Royalties	8,515		5,261
Other	745		411
Total other revenue	9,260		5,672
Total revenue	$	81,626	$	55,889

Contract Balances and Remaining Performance Obligations

Contract liabilities represent the Company’s obligation to transfer goods or services to customers from which we have received consideration. Deferred revenue is classified as current if the Company expects to be able to recognize the deferred amount as revenue within 12 months of the balance sheet date. Deferred revenue is recognized as or when the Company satisfies its performance obligations under the contract.

A summary of the change in contract liabilities is as follows:

	December 31,
(in thousands)	2021		2020
Balance at beginning of period	$	5,177	$	5,469
Recognition of revenue included in balance at beginning of period	(1,762)		(1,003)
Revenue deferred during the period, net of revenue recognized	1,970		711
Balance at end of period	$	5,385	$	5,177

At December 31, 2021 and 2020, deferred revenue of $5.4 million and $5.2 million, respectively, was comprised of balances related to our collaboration revenue, assay services, and other revenue. At December 31, 2021 and 2020, the portion of deferred revenue related to collaboration revenue was $3.9 million and $5.0 million, respectively, which is recognized on a straight-line basis over the performance period. As of December 31, 2021, the estimated remaining

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performance period related to the deferred collaboration revenue is approximately 3.3 years. At December 31, 2021 and 2020, the portion of deferred revenue related to assay services and other revenue was $1.5 million and $0.2 million, respectively. As of December 31, 2021, the deferred revenue related to assay services and other revenue will be recognized within 12 months.

Note 5 — Fair Value Measurements

Assets measured at fair value on a recurring basis

The following tables set forth our financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements:

As of December 31, 2021 (in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Aggregate Fair Value		Fair Value Level
Cash and cash equivalents:
Cash	$	114,533	$	—	$	—	$	114,533	Level 1
Money market funds	324,955		—		—		324,955		Level 1
Total cash and cash equivalents	439,488		—		—		439,488
Investments:
Commercial paper	177,852		16		(57)		177,811		Level 2
U.S. Treasuries	12,021		—		(9)		12,012		Level 2
Asset-backed securities	12,084		—		(8)		12,076		Level 2
Corporate bonds	16,332		—		(13)		16,319		Level 2
Total investments	218,289		16		(87)		218,218
Total assets measured at fair value on a recurring basis	$	657,777	$	16	$	(87)	$	657,706

As of December 31, 2020 (in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Aggregate Fair Value		Fair Value Level
Cash and cash equivalents:
Cash	$	138,977	$	—	$	—	$	138,977	Level 1
Money market funds	23,568		—		—		23,568		Level 1
Commercial paper	2,399		—		—		2,399		Level 2
Total cash and cash equivalents	164,944		—		—		164,944
Investments:
Commercial paper	33,863		2		(2)		33,863		Level 2
Corporate bonds	6,093		—		(2)		6,091		Level 2
Total investments	39,956		2		(4)		39,954
Total assets measured at fair value on a recurring basis	$	204,900	$	2	$	(4)	$	204,898

All of the U.S. Treasury securities, asset-backed debt securities, commercial paper, corporate bonds, and international government securities that are designated as available-for-sale securities have an effective maturity date that is less than one year from the respective balance sheet date, and accordingly, have been classified as current in the consolidated balance sheets.

We classify our investments in money market funds within Level 1 of the fair value hierarchy because they are valued using quoted market prices. We classify our commercial paper, corporate bonds, U.S. Treasuries, asset-backed securities, and international government securities as Level 2 and obtain the fair value from a third-party pricing service, which may use quoted market prices for identical or comparable instruments or model-driven valuations using observable market data or inputs corroborated by observable market data.

As all of our available-for-sale securities have been held for less than a year as of both December 31, 2021 and 2020, no security has been in an unrealized loss position for 12 months or greater. We evaluated our securities for other-than temporary impairment and considered the decline in market value for the securities to be primarily attributed to current economic and market conditions. It is not more likely than not that we will be required to sell the securities, and we do not intend to do so prior to the recovery of the amortized cost basis. Based on this analysis, the available-for-sale securities were not considered to be other-than-temporarily impaired as of December 31, 2021 and 2020.

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Liabilities measured at fair value on a recurring basis

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

(in thousands)	December 31, 2021		December 31, 2020		Fair Value Level
Liabilities:
Warrant liability - Public Warrants	$	18,437	$	—	Level 1
Warrant liability - Private Placement Warrants	16,744		—		Level 2
Earn-out liability	26,885		—		Level 3
Compound derivative liability	—		425		Level 3
Total liabilities measured at fair value on a recurring basis	$	62,066	$	425

Warrant liabilities

The Public Warrants were valued using Level 1 inputs as they are traded in an active market. The fair value of the Private Placement Warrants is equivalent to that of the Public Warrants as they have substantially the same terms; however, as they are not actively traded, they are classified as Level 2 in the hierarchy table above.

Earn-out liability

The fair value of the Earn-Out Shares was estimated using a Monte Carlo simulation model. The fair value is based on the simulated price of the Company over the maturity date of the contingent consideration and increased by estimated forfeitures of Earn-Out Shares issued to Earn-Out Service Providers.

The significant unobservable inputs used in the Monte Carlo simulation to measure the Earn-Out Shares that are categorized within Level 3 of the fair value hierarchy as of December 31, 2021 are as follows:

	December 31, 2021
Stock price on valuation date	$	11.64
Volatility	85.60		%
Risk-free rate	0.34		%
Dividend yield	—		%

The change in the fair value of the earn-out liability for the year ended December 31, 2021 is summarized as follows:

(in thousands)	Fair Value
Fair value of earn-out liability at Closing	$	25,016
Change in fair value of earn-out liability	1,869
Balance as of December 31, 2021	$	26,885

Compound derivative liability

The fair value of the compound derivative liability was approximately $0.4 million as of December 31, 2020 and is recorded in other long-term liabilities on the consolidated balance sheets. The compound derivative liability was measured at December 31, 2020 using a probability-weighted method with unobservable inputs, which are classified as Level 3 within the fair value hierarchy. The primary inputs for the probability-weighted valuation include the Company’s credit spread, applicable market discount rates, estimated recovery rates and U.S. Treasury rates. The credit spread assumption was approximately 8% and the recovery rate was approximately 69% as of December 31, 2020.

Due to deteriorating economic conditions and delays in fundraising efforts during the COVID-19 pandemic in the second quarter of 2020, we restructured the Amended and Restated Credit Agreement on June 29, 2020 (see Note 10, Debt). We recorded an increase in the fair value of the compound derivative of $4.8 million immediately prior to the restructuring, which was recorded as interest expense in the accompanying consolidated statements of operations and comprehensive loss. The amendment fee of $2.5 million and the present value of the additional interest of approximately $1.4 million were settled against the compound derivative liability.

On April 9, 2021, the Company repaid the Amended and Restated Credit Agreement in full and the fair value of the compound derivative liability was included in the net carrying amount of the debt used to determine the loss on extinguishment of debt. See Note 10, Debt, for more information.

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Notes to Consolidated Financial Statements

Convertible debt

The fair value of the Convertible Debt was $2.3 million as of December 31, 2020, which was a Level 3 measurement based on the conversion value of the instrument. See Note 10, Debt, for more information.

Note 6 — Inventory

Inventory was comprised of the following:

	December 31,
(in thousands)	2021		2020
Raw materials	$	15,205	$	12,883
Finished goods	93		161
Total inventory	$	15,298	$	13,044
Inventory (current)	$	11,213	$	7,020
Non-current inventory	$	4,085	$	6,024

Note 7 — Property and Equipment

Property and equipment was comprised of the following:

	December 31,
(in thousands)	2021		2020
Lab equipment	$	10,504	$	9,865
Computer equipment	1,416		1,402
Furniture and fixtures	951		947
Software	4,866		2,657
Leasehold improvements	2,275		3,539
Construction in progress	4,789		81
Total property and equipment, at cost	24,801		18,491
Less: Accumulated depreciation and amortization	(15,244)		(14,578)
Property and equipment, net	$	9,557	$	3,913

Depreciation expense was $1.8 million and $2.3 million for the years ended December 31, 2021 and 2020, respectively. Amortization expense related to internal use software was $0.8 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively. The unamortized internal use software costs as of December 31, 2021 and 2020 was $2.4 million and $1.0 million, respectively.

Note 8 — Accrued Liabilities

Accrued liabilities consisted of the following:

	December 31,
(in thousands)	2021		2020
Accrued compensation	$	9,832	$	5,378
Accrued charitable contributions	400		400
Accrued medical claims	398		307
Other	479		225
Total accrued liabilities	$	11,109	$	6,310

Note 9 — Commitments and Contingencies

Operating Leases

We have entered into various non-cancelable operating lease agreements for our current headquarters and laboratory facilities in Boulder, Colorado. In August 2015, the Company entered into a lease agreement for the Company’s corporate headquarters with a lease term that expires in June 2023; however, in September 2020, we agreed to terminate the lease effective June 2021. As a result, we paid a termination penalty of $0.3 million, which was recorded in selling, general and administrative expenses during the year ended December 31, 2020. A second lease, originally entered into in January 2017, expired in August 2021. This lease expired with no termination penalties.

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In August 2020, we announced the closure of our Oxford, United Kingdom laboratory. The related laboratory lease term expired in December 2021.

We also have operating leases for our research and development lab facility and operations lab facility in Boulder, Colorado. During the year ended December 31, 2021, we extended the lease term on both leases until February 2026 and December 2023, respectively. The laboratory leases include escalating rent payments and options to renew the leases. We have deposits of $0.8 million and $0.3 million classified as restricted cash and included in other long-term assets as of December 31, 2021 and 2020, respectively. The deposits are restricted from withdrawal and held by a bank in the form of collateral for an irrevocable standby letter of credit held as security for the lease of one of the Company’s facilities. In December 2021, we entered into a lease for administrative offices which will expire on December 31, 2023.

On February 10, 2022, the Company entered into two separate lease agreements to lease two buildings pending construction. Both leases will expire on November 30, 2033, unless extended by the parties or earlier terminated in accordance with the terms of the lease. The Company's obligation to pay rent for each building will begin approximately six months following the applicable commencement date of each lease. The annual base rent for each lease is approximately $1.3 million per year in the aggregate. Each lease is subject to annual increases of approximately 3% per annum and other adjustments, up to approximately $1.8 million per year in the aggregate in the final year of the term. Both leases include tenant improvement allowances in the amount of approximately $3.5 million per lease. The Company has the right to extend the term of each of the leases for three periods of sixty months each beginning immediately following the end of the then-current term.

Rent expense for the years ended December 31, 2021 and 2020 for operating leases was $1.8 million and $1.9 million, respectively. As of December 31, 2021, we have future commitments resulting from these operating lease arrangements totaling $5.5 million, which consisted of the following:

(in thousands)	December 31, 2021
2022	$	1,850
2023	1,905
2024	810
2025	834
2026	143
Total future minimum lease payments	$	5,542

SAFE Agreement

In December 2019, in conjunction with a revenue contract with a customer, we entered into a Simple Agreement for Future Equity (the “SAFE”). The SAFE agreement provided the customer with the right to purchase a SAFE for a fixed payment of $5.0 million that would convert into equity (variable number of shares based upon fair value at the date of issuance) upon certain specified fundraising events. The right to purchase the SAFE was contingent on the customer’s approval of our plan to move to the next version of our SomaScan® platform (the “Reversioning Plan”), which did not occur until January 2020. The obligation was classified as a liability and measured at fair value upon the customers’ approval of the Reversioning Plan in January 2020. We received $5.0 million in cash and the customer was issued 737,463 shares of Old SomaLogic redeemable convertible preferred stock, which effectively converted the liability into redeemable convertible preferred stock. The 737,463 shares of Old SomaLogic redeemable convertible preferred stock that were issued for the SAFE are presented in the consolidated statements of stockholders’ equity as 1,236,135 shares of Common Stock as a result of the reverse recapitalization.

Legal Proceedings

We are subject to claims and assessments from time to time in the ordinary course of business. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We are not currently party to any material legal proceedings in which a potential loss is probable or reasonably estimable.

Indemnification

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

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Notes to Consolidated Financial Statements

Note 10 — Debt

Debt consisted of the following:

	December 31,
(in thousands)	2021		2020
Paycheck Protection Program loan	$	—	$	3,520
Amended and Restated Credit Agreement	—		33,087
Plus: Premium	—		708
Less: Unamortized debt issuance costs	—		(2,566)
Total long-term debt	$	—	$	34,749
Current portion of long-term debt	$	—	$	2,423
Long-term debt, net of current portion	$	—	$	32,326

Convertible Debt

We had an unsecured convertible promissory note that was issued in March 2007, at par value, for an aggregate principal amount of $2.0 million (the “Convertible Debt”). In June 2017, the original maturity date for the Convertible Debt was extended to June 30, 2024 and the interest rate was amended to a fixed rate of 3.75%. We performed a two-step analysis in accordance with ASC 470-50, Debt — Modification and Extinguishments, and determined that the amendment should be accounted for as a modification because the present value of the cash flows under the terms of the modified agreement were not substantially different than the present value of the remaining cash flows under the terms of the original agreement and the change in the value of the conversion option was not substantially different than the carrying value of the Convertible Debt. The resulting impact was a reduction in the carrying amount of the Convertible Debt for $0.1 million and an offsetting impact to additional paid-in capital. Amortization of the discount was less than $0.1 million for the years ended December 31, 2021 and 2020.

The Convertible Debt had a voluntary conversion feature that allowed the holder, at its sole option, the right to request the Company to convert the principal, any accrued, but unpaid interest and any other unpaid amount of the obligation into our common stock or preferred stock. There was also an automatic conversion feature that permitted the Convertible Debt to be settled in common stock or cash upon certain events. The number of shares of common or preferred stock that could have been issued would have been determined based on the total outstanding obligation divided by $3.72 or $5.87, respectively.

On March 30, 2021, we issued a notice of prepayment to the holder of the Convertible Debt stating the Company intended to prepay the full outstanding Convertible Debt obligation. The holder then had the option to either request a conversion to equity pursuant to the Convertible Debt voluntary conversion provisions, described above, or accept the Company’s prepayment. On July 9, 2021, the Company and the holder of the Convertible Debt amended the conversion terms and simultaneously converted the Convertible Debt into 682,070 shares of Old SomaLogic Class B common stock. We recognized a $2.7 million loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021 as a result of the conversion. Since the Convertible Debt was settled in full, there is no outstanding balance as of December 31, 2021. The 682,070 shares of Old SomaLogic Class B common stock that were issued for the conversion of Convertible Debt are presented in the consolidated statements of stockholders’ equity as 571,642 shares of Common Stock as a result of the reverse recapitalization.

Interest expense on the Convertible Debt was less than $0.1 million for the years ended December 31, 2021 and 2020.

Paycheck Protection Program

In April 2020, we received a loan in the aggregate amount of $3.5 million, pursuant to the Paycheck Protection Program (the “PPP”), established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration. The PPP loan, which was in the form of a note dated April 13, 2020, matures on April 13, 2022 and bears interest at a rate of 0.98% per annum. All principal and interest payments were deferred until April 13, 2021.

Under the terms of the CARES Act, we could apply for and receive forgiveness for all, or a portion of the loans granted under the PPP. Such forgiveness was determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, eligible payroll costs and mortgage interest, rent or utility costs, and on the maintenance or rehiring of employees and maintaining compensation levels during the eight-week period following the funding of the PPP loan. On June 21, 2021, we were notified by the lender that the PPP loan had been forgiven for the full amount borrowed under the PPP loan, including less than $0.1 million of accrued interest. In accordance with ASC 405-20, Extinguishment of Liabilities, the income from the forgiveness of the amount borrowed and the accrued interest was recognized as a gain on extinguishment of debt recorded within loss on extinguishment of debt, net in the

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Notes to Consolidated Financial Statements

consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. As the PPP loan was forgiven, there is no outstanding balance as of December 31, 2021.

Amended and Restated Credit Agreement

In February 2016, we entered into a credit agreement (the “Credit Agreement”) with Madryn Health Partners, LP (“Madryn”), under which we received net proceeds of approximately $35.0 million, including debt issuance costs of $0.8 million. Interest on the Credit Agreement accrued at an annual floating interest rate of LIBOR (with a 1% floor) plus 12.5%, payable quarterly, of which a portion could be deferred at our option and paid together with the principal at maturity (“payment in kind” or “PIK”). The Credit Agreement had an interest-only period through March 31, 2020 and a final maturity date of December 31, 2021.

In December 2017, we entered into the Amended and Restated Credit Agreement, receiving an additional $3.4 million in proceeds. The Amended and Restated Credit Agreement reduced the floating interest rate of LIBOR plus 12.5% to 8.86%, waived revenue covenants until October 1, 2020 as long as cash and investments exceeded the principal balance of the debt, removed the option to defer a portion of the interest payment until maturity and extended the term to December 2022. As of December 31, 2017, the additional debt recorded as PIK was approximately $1.6 million. In exchange for these amendments, we issued 800,000 shares of Old SomaLogic Class B common stock to Madryn at a fair value of $12.35 per share. The fair value of the Old SomaLogic Class B common stock issued of $9.9 million, plus additional financing fees of $0.2 million, was recorded as deferred costs and is amortized to interest expense over the life of the loan using the effective interest rate method. The 800,000 shares of Old SomaLogic Class B common stock that were issued to Madryn are presented in the consolidated statements of stockholders’ equity as 670,480 shares of Common Stock as a result of the reverse recapitalization.

We determined that the Amended and Restated Credit Agreement contained put options related to early redemption mandatory prepayment terms in case of change in control or an event of default (the “Redemption Features”). The Redemption Features embedded in the Credit Agreement and Amended and Restated Credit Agreement met the requirements for separate accounting and were accounted for as a single, compound derivative instrument, in accordance with ASC 815.

On June 29, 2020, we signed an amendment to the Amended and Restated Credit Agreement. The amendment increased the fixed annual interest rate to 12%, of which 3% can be deferred at our option and paid together with the principal at maturity, waived or amended certain covenants and eliminated amortizing principal payments set to begin in March 2021. The entirety of the outstanding principal balance was due on the maturity date of December 31, 2022. Additionally, we incurred an amendment fee of $2.5 million, which was added to the outstanding principal balance. This amendment met the definition of a troubled debt restructuring under ASC 470-60, Troubled Debt Restructurings by Debtors, as the Company was experiencing financial difficulties and received concessions. The amendment did not result in a gain on restructuring because the total undiscounted cash outflows required under the Amended and Restated Credit Agreement exceeded the carrying value of the debt immediately prior to the amendment. The present value of the additional interest resulted in a premium of $1.4 million.

On November 20, 2020, we signed an additional amendment to the Amended and Restated Credit Agreement. In connection with the amendment, we issued 2,651,179 shares of Old SomaLogic redeemable convertible preferred stock to Madryn for a total fair value of approximately $18.0 million in exchange for the deemed prepayment of $10.0 million in the principal amount, a prepayment penalty of $2.5 million and amendment fees of approximately $5.5 million. This amendment also reduced the fixed annual interest rate to 11%, of which 2% can be deferred at our option and paid together with the principal at maturity and amended certain change of control provisions. We accounted for this amendment as a modification to the Amended and Restated Credit Agreement as it was determined that no substantial change occurred. We elected to write down a proportionate amount of debt issuance costs and premium related to the prepayment. As a result, we recognized $0.6 million in loss on extinguishment of debt, net in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. The 2,651,179 shares of Old SomaLogic redeemable convertible preferred stock that were issued for the conversion of the Convertible Debt are presented in the consolidated statements of stockholders’ equity as 4,443,906 shares of Common Stock as a result of the reverse recapitalization.

On April 9, 2021, we repaid the Amended and Restated Credit Agreement in full and the obligation was extinguished. In addition to the outstanding principal balance of $33.3 million as of that date, we also paid a prepayment penalty of approximately $4.0 million. As a result of the repayment of the Amended and Restated Credit Agreement, we recognized a $5.2 million loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021.

The Company incurred $1.3 million and $5.8 million of interest expense for the years ended December 31, 2021 and 2020, respectively, under the Amended and Restated Credit Agreement. The interest expense includes noncash amortization of the debt issuance costs of approximately $0.3 million and $2.0 million for the years ended December 31, 2021 and 2020, respectively, and is net of amortization of premium of $0.1 million and $0.5 million for the years ended

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Notes to Consolidated Financial Statements

December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the additional interest recorded as PIK, which was added to the principal balance of the long-term debt, was $0.2 million and $0.6 million, respectively.

Note 11 — Stockholders' Equity

Common and Preferred Stock

On September 1, 2021, in connection with the Business Combination, the Company amended and restated its certificate of incorporation to authorize 600,000,000 shares of Common Stock, par value of $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share ("Preferred Stock").

Warrants

As of December 31, 2021, there were an aggregate of 5,519,991 and 5,013,333 outstanding Public Warrants and Private Placement Warrants, respectively. Each warrant entitles the holder to purchase one share of our Common Stock at a price of $11.50 per share at any time commencing on February 25, 2022. The Warrants will expire on September 1, 2026 or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, so long as they are held by CMLS Holdings II LLC, a Delaware limited liability company (the “Sponsor”) or any of its permitted transferees, (i) will not be redeemable by the Company (except as described below in “Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00”), (ii) may be exercised by the holders on a cashless basis, and (iii) will be entitled to certain registration rights. If the Private Placement Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants.

Redemptions of warrants when the price per share of Common Stock equals or exceeds $18.00 - Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders.

Redemptions of warrants when the price per share of Common Stock equals or exceeds $10.00 - Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•in whole and not in part;

•at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Common Stock (as defined below) except as otherwise described below;

•if, and only if, the closing price equals or exceeds $10.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•if the closing price of the Common Stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of our Common Stock shall mean the volume weighted average price of our Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Common Stock per warrant (subject to adjustment).

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SomaLogic, Inc.
Notes to Consolidated Financial Statements

We will not redeem the Warrants as described above unless an effective registration statement under the Securities Act of 1933, as amended, covering our Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder will be entitled to exercise their warrants prior to the scheduled redemption date.

The Company may not redeem the Private Warrants, so long as they continue to be held by the original purchasers or permitted transferees. However, if the Private Warrants are transferred and no longer held by the original holder (or permitted transferees), such Warrants will automatically convert into Public Warrants and become subject to the same redemption provisions. Such Warrants will cease to exist as Private Warrants.

Note 12 — Redeemable Convertible Preferred Stock

In November and December 2020, Old SomaLogic issued and sold 17,842,914 shares and 13,643,059 shares, respectively, of redeemable convertible preferred stock at a price of $6.78 per share for an aggregate purchase price of $213.5 million. We incurred equity issuance costs of $11.4 million in connection with these offerings, which are reflected as a reduction to the carrying value of the redeemable convertible preferred stock. As of December 31, 2020, there were 50,000,000 shares of redeemable convertible preferred stock authorized, 31,485,973 shares of redeemable convertible preferred stock issued and outstanding and a liquidation preference of $213.5 million. Immediately prior to the Closing, the redeemable convertible preferred stock of Old SomaLogic were converted into shares of Class B common stock of Old SomaLogic on a two-for-one basis and then converted into the Company’s Common Stock at an Exchange Ratio of 0.8381. The aggregate 31,485,973 shares of redeemable preferred stock issued and sold are presented in the consolidated statements of stockholders’ equity as 52,776,787 shares of Common Stock as a result of the reverse recapitalization.

Prior to the closing of the Business Combination, there were no significant changes to the terms of the redeemable convertible preferred stock as compared to December 31, 2020. There are no shares of redeemable convertible preferred stock authorized, issued or outstanding as of December 31, 2021.

Note 13 — Stock-based Compensation

We maintained three equity incentive plans – the 2009 Equity Incentive Plan (the “2009 Plan”), the 2017 Equity Incentive Plan (the “2017 Plan”), and the 2021 Equity Incentive Plan (the “2021 Plan”) under which incentive and nonstatutory stock options to purchase shares of Old SomaLogic’s common stock were granted to employees, directors, and non-employee consultants. The 2009 Plan was terminated during 2017 upon the adoption of the 2017 Plan, and no further awards were granted under the 2009 Plan thereafter. The outstanding options previously granted under the 2009 Plan continued to remain outstanding under the 2017 Plan.

In connection with the Business Combination, we assumed the 2017 Plan, including the 2009 Plan options outstanding under the 2017 Plan, upon Closing. We terminated the 2017 Plan, provided that the outstanding awards granted under the 2009 Plan and 2017 Plan continue to remain outstanding. Upon consummation of the Business Combination, all outstanding options were converted into an option to acquire an adjusted number of shares of Common Stock of SomaLogic at an adjusted exercise price per share based on the Exchange Ratio. Such options continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the original instrument.

In September 2021, our Board of Directors adopted, and our stockholders approved, a new incentive plan (the “2021 Plan”), under which the Company may grant cash and equity incentive awards in the form of stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based awards, and performance awards to employees, directors, and consultants of the Company. The 2021 Plan became effective upon the closing of the Business Combination. Under the 2021 Plan, as of December 31, 2021, we were authorized to issue a maximum of 21,300,000 shares of Common Stock. As of December 31, 2021, 2,944,448 awards have been granted under the 2021 Plan. As of December 31, 2021, we have reserved 38,496,936 shares of Common Stock for issuance under all incentive plans.

Stock-based compensation was recorded in the consolidated statements of operations and comprehensive loss as shown in the following table:

	Year Ended December 31,
(in thousands)	2021		2020
Cost of assay services revenue	$	633	$	413
Cost of product revenue	14		14
Research and development	10,958		4,173
Selling, general and administrative	16,810		10,572
Total stock-based compensation	$	28,415	$	15,172

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SomaLogic, Inc.
Notes to Consolidated Financial Statements

Stock Options Awards

At December 31, 2021, there were 14,443,767 options outstanding within the 2009 Plan, the 2017 Plan, and the 2021 Plan and 5,259,078 options outstanding that were granted outside of the incentive plans. Generally, options vest over four years, with 25% vesting upon the first-year anniversary of the grant date and the remaining options vesting ratably each month thereafter.

The following table shows a summary of all stock option activity for the year ended December 31, 2021:

(in thousands, except share and per share data)	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2020	11,350,934	$	3.92
Granted	10,271,113	$	7.49
Exercised	(1,311,307)	$	3.05
Forfeited	(453,551)	$	4.54
Expired	(154,344)	$	2.26
Outstanding as of December 31, 2021	19,702,845	$	5.83	8.31	$	115,314
Exercisable as of December 31, 2021	7,554,433	$	3.88	6.77	$	58,655
Vested and expected to vest as of December 31, 2021	17,144,896	$	5.67	8.17	$	103,148

The assumptions used in valuing the stock options granted are set forth in the following table:

	Year Ended December 31,
	2021		2020
Expected dividend yield	—	%	—	%
Expected volatility	71.4 – 92.8%		83.5 – 92.0%
Risk-free interest rate	0.64 – 1.38%		0.32 – 0.54%
Expected weighted-average life of options	6.04 years		5.95 years

The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was approximately $4.7 million and $0.4 million, respectively.

The weighted-average grant date fair value for options granted during the years ended December 31, 2021 and 2020 was $4.78 and $1.69, respectively.

Based on options granted to employees as of December 31, 2021, total compensation expense not yet recognized related to unvested options is approximately $40.2 million, which is expected to be recognized over a weighted average period of 2.97 years.

In June 2021, the Company modified options held by directors that resigned from our Board of Directors to accelerate the vesting and/or extend contractual terms. In connection with these modifications, the Company recorded incremental stock-based compensation expense of $0.7 million during the year ended December 31, 2021.

Secondary Sale Transaction

On July 1, 2021, an employee of the Company sold shares of the Company’s common stock and vested options to acquire shares of our common stock at a sales price that was above the then-current fair value. Since the purchasing parties are holders of economic interest in the Company and acquired shares and options from a current employee at a price in excess of fair value of such shares and options, the amount paid in excess of the fair value at the time of the secondary sale was recognized as stock-based compensation expense.

Total stock-based compensation expense related to the secondary sale transaction of $6.5 million included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 was recorded within research and development expenses.

Performance Awards

In July 2021, we entered into a consulting agreement (the “Consulting Milestone Agreement”) with a vendor, Abundant Venture Innovation Accelerator (“AVIA”), to provide services related to expanding our contractual relationships with health system providers. AVIA is a related party (see Note 16, Related Parties). The Consulting Milestone Agreement includes a fixed amount of compensation in our Common Stock for achievement of certain milestones related to our business. We

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SomaLogic, Inc.
Notes to Consolidated Financial Statements

account for these awards as stock compensation liabilities with a performance condition, which are measured at fair value on the date of the grant and recognized over the expected performance period when it is probable the milestone will be achieved.

In August 2021, we issued 14,727 shares of Old SomaLogic Class B common stock related to this Consulting Milestone Agreement for milestones achieved. These shares are presented in the consolidated statements of stockholders’ equity as 12,342 shares of Common Stock as a result of the reverse recapitalization. In December 2021, we issued additional 53,120 shares of Common Stock related to the Consulting Milestone Agreement. We recognized approximately $0.8 million of stock-based compensation expense during the year ended December 31, 2021. As of December 31, 2021, the remaining commitment of $0.04 million is recorded in other long-term liabilities.

Service Provider Earn-Out Shares

Upon the consummation of the Business Combination, 1,499,875 Earn-Out Shares, subject to vesting and forfeiture conditions, were issued to Earn-Out Service Providers (the “Service Provider Earn-Outs”). As the issuance of the Service Provider Earn-Outs is contingent on services being provided, we have accounted for them in accordance with ASC 718, Compensation - Stock Compensation. As of December 31, 2021, 1,444,484 Service Provider Earn-Outs were outstanding after forfeitures. Upon forfeiture, the forfeited shares will be redistributed to the Old SomaLogic stockholders. The weighted average grant date fair value of the Service Provider Earn-Outs was $7.04 per share, and will be recognized as stock-based compensation expense on a straight-line basis over the derived service period of 1.2 years or shorter if the awards vest. The assumptions used in valuing the Service Provider Earn-Outs using the Monte Carlo simulation included volatility of 89.8%, risk-free interest rate of 0.10% to 0.11%, a stock price of $10.63 to $10.67, and a forfeiture rate of approximately 8.3%. The Company recorded $2.9 million in stock-based compensation expense related to the Service Provider Earn-Outs during the year ended December 31, 2021, and $6.7 million is expected to be recorded over the remaining estimated service period.

Note 14 — Income Taxes

The components of the Company’s provision for income taxes are as follows:

	Year Ended December 31,
(in thousands)	2021		2020
Current income tax expense (benefit)
Federal	$	17	$	3
State	21		20
	38		23
Deferred tax expense (benefit)
Federal	—		—
State	—		—
	—		—
Provision for income taxes	$	38	$	23

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SomaLogic, Inc.
Notes to Consolidated Financial Statements

A reconciliation of the income tax benefit calculated at the federal statutory rate to the total income tax provision is as follows:

	Year Ended December 31,
(in thousands)	2021		2020
Income tax benefit at the federal statutory rate	$	(18,404)	$	(11,128)
State income taxes, net of federal income tax benefit	(3,008)		(3,003)
Nondeductible stock-based compensation	1,049		1,094
Expiration of net operating loss and research and development credits	3,244		1,056
Term loan amendment	—		19
Change in valuation allowance	15,092		14,446
Other permanent items	1,311		4
Research and development credits	(1,110)		(1,110)
Return to provision adjustments	855		(993)
Other, net	1,009		(362)
Provision for income taxes	$	38	$	23

The components of the deferred income tax assets and liabilities is as follows:

	December 31,
(in thousands)	2021		2020
Deferred income tax assets:
Net operating loss carryforwards	$	98,032	$	84,358
Research and development credits	11,264		10,590
Depreciation and amortization	598		539
Deferred revenue	1,344		1,389
Accrued expenses and non-deductible reserves	200		761
Compensation accruals	1,796		1,076
Stock-based compensation	11,952		8,731
Interest expense carryforward	6,628		3,242
Loan discount and issuance costs	—		2,333
Other	1,139		291
	132,953		113,310
Valuation allowance	(132,953)		(113,310)
Deferred income taxes, net of valuation allowance	—		—
Deferred income tax liabilities	—		—
Net deferred income tax assets (liabilities)	$	—	$	—

As of December 31, 2021, and 2020, a full valuation allowance of $133.0 million and $113.3 million was established against the Company’s deferred tax assets as the Company believes it is more likely than not these tax attributes would not be realizable in the future. The valuation allowance increased by $19.7 million for the year ended December 31, 2021.

The Company evaluates the need to establish a valuation allowance by considering all available positive and negative evidence, including expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. The Company establishes a valuation allowance to reduce deferred tax assets to the extent it is more likely than not that some, or all, of the deferred tax assets will not be realized. The Company determined it is more likely than not that all of its deferred tax assets would not be realized. The Company will continue to monitor its available positive and negative evidence in assessing the realization of its deferred tax assets in the future, and should there be a need to release the valuation allowance, a tax benefit will be recorded.

As of December 31, 2021, and 2020, the Company had federal net operating losses (“NOLs”) of $385.5 million and $328.6 million, respectively. Of the aggregate federal NOLs at December 31, 2021, $179.9 million can be carried forward indefinitely, and the remaining $205.5 million will begin to expire in 2022.

As of December 31, 2021, and 2020, the Company had state NOLs of $359.9 million and $340.3 million, respectively, which begin to expire in 2022.

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SomaLogic, Inc.
Notes to Consolidated Financial Statements

As of December 31, 2021, and 2020, the Company had research and development credit carryforward of $12.5 million and $11.8 million, respectively, which begin to expire in 2022.

Our U.S. deferred tax assets are also subject to annual limitation under Section 382 of the Internal Revenue Code of 1986 due to stock ownership changes that have occurred, primarily as a result of the business combination completed on September 1, 2021. Based on an analysis completed during 2021, we have concluded that all of our historical U.S. deferred tax assets generated through December 31, 2020 are available to us for future use to offset taxable income. We may experience ownership changes in the future as a result of shifts in our stock ownership (some of which may be outside our control). Therefore, available U.S. deferred tax assets may be further limited in the event of another significant ownership change.

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions with varying statutes of limitations. As of December 31, 2021, the Company is not under examination in any jurisdiction and the tax years 2017 through 2020 remain open to examination in its federal and state jurisdictions. The Company believes no significant changes in the unrecognized tax benefits will occur within the next 12 months.

A reconciliation of the unrecognized tax benefits is as follows:

	December 31,
(in thousands)	2021		2020
Unrecognized tax benefit – beginning balance	$	1,176	$	1,071
Increase related to tax positions taken in the current year	111		111
Increase related to tax positions taken in the prior year	—		—
Decrease related to tax positions taken in the prior year	(36)		(6)
Unrecognized tax benefit – ending balance	$	1,251	$	1,176

The unrecognized tax benefits are classified as a reduction of deferred tax assets on the consolidated balance sheets. As of December 31, 2021, and 2020, there are $1.3 million and $1.2 million of unrecognized tax benefits that, if recognized, would favorably affect the Company’s effective tax rate, respectively.

The Company did not recognize any interests or penalties in all periods presented or accrue any interests or penalties as of December 31, 2021, and 2020.

Note 15 — Employee Benefit Plans

The Company sponsors a 401(k) plan, covering all employees in the United States. The Company matches 100% of the first 4% of employee contributions with immediate vesting. We made matching contributions of approximately $1.1 million and $0.8 million during the years ended December 31, 2021 and 2020, respectively.

Note 16 — Related Parties

The Company paid $0.2 million and $0.1 million of an unconditional contribution to a related party during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the remaining pledge of $0.4 million is recorded in accrued liabilities and is expected to be paid out within the next 12 months.

In June 2019, we entered into a consulting agreement (the “Master Agreement”) with AVIA, a company that engages in business incubation activities. AVIA is a related party to the Company because Ted Meisel, a member of our Board of Directors as of September 1, 2021, also serves on the board of directors of AVIA. Pursuant to the Master Agreement and the Consulting Milestone Agreement, the Company agreed to pay AVIA for business development activities. For the year ended December 31, 2021, the Company paid $0.9 million for these consulting services in addition to issuing Common Stock for an aggregate fair value of approximately $0.8 million for milestones achieved (see Note 13, Stock-based Compensation). As of December 31, 2021, the remaining commitment of $0.04 million is recorded in other long-term liabilities.

Note 17 — Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data):

	Year Ended December 31,
(in thousands, except share and per share data)	2021		2020
Net loss	$	(87,547)	$	(53,015)
Weighted-average shares outstanding, basic and diluted	137,157,283		65,161,358
Net loss per share, basic and diluted	$	(0.64)	$	(0.81)

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SomaLogic, Inc.
Notes to Consolidated Financial Statements

During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all awards is anti-dilutive. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:

	Year Ended December 31,
	2021	2020
Anti-dilutive shares:
Stock options to purchase common stock	19,702,845	11,350,934
Public Warrants and Private Placement Warrants	10,533,324	—
Convertible debt (on an if-converted basis)	—	450,591
Total anti-dilutive shares	30,236,169	11,801,525

The calculation of diluted net loss per share does not consider the effect of contingently issuable shares that are contingent on the occurrence of a future event that has not yet occurred. As of December 31, 2021, the contingency for the Earn-Out Shares had not been met and therefore the Earn-Out Shares were not considered in the computation of diluted net loss per share.

Note 18 — Subsequent Events

In February 2022 we entered into two lease agreements for commercial buildings to be constructed in Louisville, Colorado. See Note 9, Commitments and Contingencies.

Pursuant to an agreement entered into with Illumina Cambridge, Ltd. (“Illumina”) on December 31, 2021 to develop next-generation sequencing based proteomic distributable kits with SomaScan Technology and SOMAmer reagents for commercialization, we received a non-refundable, non-creditable payment of $30 million from Illumina on January 4, 2022. No activities were performed under this agreement during the fiscal year 2021.

Note 19 — Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited)

In connection with our year-end financial close process and related preparation of our 2021 Annual Report on Form 10-K, a misstatement of net loss per share was identified in our previously filed 2021 unaudited interim financial statements for the quarter and year-to-date periods ended September 30, 2021. We assessed the materiality of this error in accordance with the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality, and have concluded that our interim financial information as filed in the Quarterly Report on Form 10-Q for the quarter and year-to-date period ended September 30, 2021 should be restated. The misstatement related to the calculation of the weighted average shares outstanding. The weighted average shares outstanding was inconsistent with the presentation of outstanding common stock in the consolidated balance sheets and statements of stockholders’ equity, which reflected the recapitalization of common stock based on the Exchange Ratio retrospectively to the earliest period presented . There was no impact to our condensed consolidated balance sheets, condensed consolidated statements of stockholders' equity (deficit), condensed consolidated statements of cash flows and the condensed consolidated statements of operations and comprehensive loss, the only exception being net loss per share and weighted average shares outstanding.

The effects of this error on our previously reported 2021 condensed consolidated statements of operations and comprehensive loss on a quarter-to-date and year-to-date basis are as follows:

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SomaLogic, Inc.
Notes to Consolidated Financial Statements

	Three Months Ended September 30, 2021
(in thousands, except share and per share amounts)	Originally Reported		Adjustment		As Restated
Revenue
Assay services revenue	$	17,499	$	—	$	17,499
Product revenue	75		—		75
Collaboration revenue	763		—		763
Other revenue	1,655		—		1,655
Total revenue	19,992		—		19,992
Operating expenses
Cost of assay services revenue	8,737		—		8,737
Cost of product revenue	33		—		33
Research and development	15,596		—		15,596
Selling, general and administrative	20,632		—		20,632
Total operating expenses	44,998		—		44,998
Loss from operations	(25,006)		—		(25,006)
Other (expense) income
Interest income and other, net	55		—		55
Interest expense	(2)		—		(2)
Change in fair value of warrant liabilities	(8,111)		—		(8,111)
Change in fair value of earn-out liability	(5,662)		—		(5,662)
Loss on extinguishment of debt, net	(2,693)		—		(2,693)
Total other expense	(16,413)		—		(16,413)
Net loss	$	(41,419)	$	—	$	(41,419)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(15)		—		(15)
Foreign currency translation loss	(4)		—		(4)
Total other comprehensive loss	(19)		—		(19)
Comprehensive loss	$	(41,438)	$	—	$	(41,438)
Net loss per share, basic and diluted	$	(0.55)	$	0.25	$	(0.30)
Weighted average shares used in computing net loss per share, basic and diluted	75,684,521		61,491,707		137,176,228

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SomaLogic, Inc.
Notes to Consolidated Financial Statements

	Nine Months Ended September 30, 2021
(in thousands, except share and per share amounts)	Originally Reported		Adjustment		As Restated
Revenue
Assay services revenue	$	48,308	$	—	$	48,308
Product revenue	730		—		730
Collaboration revenue	2,288		—		2,288
Other revenue	7,306		—		7,306
Total revenue	58,632		—		58,632
Operating expenses
Cost of assay services revenue	22,548		—		22,548
Cost of product revenue	452		—		452
Research and development	32,304		—		32,304
Selling, general and administrative	48,274		—		48,274
Total operating expenses	103,578		—		103,578
Loss from operations	(44,946)		—		(44,946)
Other (expense) income
Interest income and other, net	126		—		126
Interest expense	(1,324)		—		(1,324)
Change in fair value of warrant liabilities	(8,111)		—		(8,111)
Change in fair value of earn-out liability	(5,662)		—		(5,662)
Loss on extinguishment of debt, net	(4,323)		—		(4,323)
Total other expense	(19,294)		—		(19,294)
Net loss	$	(64,240)	$	—	$	(64,240)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(7)		—		(7)
Foreign currency translation loss	(3)		—		(3)
Total other comprehensive loss	(10)		—		(10)
Comprehensive loss	$	(64,250)	$	—	$	(64,250)
Net loss per share, basic and diluted	$	(1.01)	$	0.48	$	(0.53)
Weighted average shares used in computing net loss per share, basic and diluted	63,752,006		58,516,437		122,268,443

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2021. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021, based on the material weaknesses described below. In light of these material weaknesses, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Based on such analysis and notwithstanding the identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer, believe the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with GAAP.

Limitations on the Effectiveness of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of company assets are made in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention of or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

As of December 31, 2021, our management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in "Internal Control – Integrated Framework (2013)", issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment and those criteria, management determined that our internal control over financial reporting was not effective as of December 31, 2021, due to the material weaknesses described below.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with Old SomaLogic’s financial statement close process for the year ended December 31, 2020, we identified a material weakness in our internal control over financial reporting for the year ended December 31, 2020 due to ineffective controls over the financial statement close process and lack of sufficient accounting and financial reporting personnel to ensure consistent application of GAAP and compliance with SEC rules and regulations. This material weakness will not be considered remediated until management designs and implements effective controls that operate for a sufficient

95

period of time and management has concluded through testing that these controls are effective. See “Remediation Plan” for details.

Additionally, following the issuance of the SEC Statement on April 12, 2021, CMLS II’s management and its audit committee re-evaluated the accounting for its Public Warrants and Private Placement Warrants issued in connection with the IPO and concluded, in light of the SEC Statement, to restate its prior financial statements to classify the warrants as liabilities measured at fair value, with subsequent fair value remeasurement, instead of as equity. As part of such process, CMLS II identified a material weakness in its internal controls over financial reporting related to technical accounting matters. See “Remediated Weakness” for details.

Remediation Plan

In response to these material weaknesses, our management has expended, and will continue to expend, a substantial amount of effort and resources on the remediation and improvement of our internal control over financial reporting. Our management developed a remediation plan, which includes the hiring of additional accounting and finance personnel with technical public company accounting and financial reporting experience, implementing enhanced accounting and financial reporting training, resources and software, and continuing to report regularly to the audit committee on the progress and results of the remediation plan, including the identification, status and resolution of internal control deficiencies. More specifically, while we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we are improving these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards. Our plans at this time include acquiring enhanced access to accounting literature, research materials, software and documents and increased training, reviews and communication among our personnel. Our remediation plan can only be accomplished over time and will be continually reviewed to assess whether we are achieving our objectives. There is no assurance that these initiatives will ultimately have the intended effects.

Remediated Weakness

As noted above, following the issuance of the SEC Statement on April 12, 2021, CMLS II’s management and its audit committee re-evaluated the accounting for its Public Warrants and Private Placement Warrants issued in connection with the IPO and concluded, in light of the SEC Statement, to restate its prior financial statements to classify the warrants as liabilities measured at fair value, with subsequent fair value remeasurement, instead of as equity. As part of such process, CMLS II identified a material weakness in its internal controls over financial reporting related to technical accounting matters. Management developed a remediation plan, which included, engaging experts to review the warrant agreements and to advise management on properly accounting for the warrants in accordance with ASC 815. Additionally, valuation experts were engaged to assist in the valuation of the Private Placement Warrants. Training and processes were then implemented by management to ensure accounting and finance personnel accounted for the warrants in accordance with ASC 815. Based on these efforts, we have concluded that this material weakness has been remediated.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal controls over financial reporting for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2021, the Company engaged in the process of the design and implementation of our internal control over financial reporting in a manner commensurate with the scale of our operations and our status as a newly public company, including the actions identified above under “Remediated Weakness” and the initial implementation of the actions identified above under “Remediation Plan.” Except as set forth above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information as to Item 10 is incorporated by reference from the information in our 2022 Proxy Statement.

Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (www.investors.somalogic.com) under “Corporate Governance” within the “Governance Highlights” section. We will provide a copy of this document to any person, without charge, upon request, by writing to us at SomaLogic, Inc., Investor Relations, 2945 Wilderness Place, Boulder, Colorado 80301. We intend to satisfy the disclosure requirement under Item 406(d) of Regulation SDK regarding an amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and the location specified above.

Item 11. Executive Compensation

Information as to Item 11 is incorporated by reference from the information in our 2022 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Information as to Item 12 is incorporated by reference from the information in our 2022 Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information as to Item 13 is incorporated by reference from the information in our 2022 Proxy Statement.

Item 14. Principal Accounting Fees and Services

Information as to Item 14 is incorporated by reference from the information in our 2022 Proxy Statement.

97

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1) and (a)(2) Financial Statements and Financial Statement Schedules

The financial statements are listed on the Index to Financial Statements to this report beginning on page 62.

(a)(3) Exhibits

		Incorporated by Reference
Exhibit Number	Description	Form	Exhibit	Filing Date
2.1†	Merger Agreement, as amended by the First Amendment thereto dated May 12, 2021 and the Second Amendment thereto dated July 15, 2021	S-4/A	2.1	8/5/2021
3.1	Second Amended and Restated Certificate of Incorporation of SomaLogic, Inc.	8-A/A	3.1	9/1/2021
3.2	Amended and Restated Bylaws of SomaLogic, Inc.	8-A/A	3.1	9/1/2021
4.1	Specimen Common Stock Certificate	S-4/A	4.1	8/5/2021
4.2	Warrant Agreement	8-K	10.1	2/26/2021
4.3	Description of Company’s Securities
10.1+	SomaLogic, Inc. 2021 Omnibus Incentive Plan	S-4/A	10.1	8/5/2021
10.2+	SomaLogic, Inc. Employee Stock Purchase Plan	S-4/A	10.2	8/5/2021
10.3+	Form of Stock Appreciation Rights Agreement pursuant to the SomaLogic, Inc. 2021 Omnibus Incentive Plan	S-4/A	10.3	8/5/2021
10.4+	Form of Incentive Stock Option Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan	S-4/A	10.4	8/5/2021
10.5+	Form of Restricted Stock Unit Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan	S-4/A	10.5	8/5/2021
10.6+	Form of Restricted Stock Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan	S-4/A	10.6	8/5/2021
10.7+	Form of Non-Qualified Stock Option Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan	S-4/A	10.7	8/5/2021
10.8+	SomaLogic, Inc. 2009 Equity Incentive Plan	S-4/A	10.8	8/5/2021
10.9+	Form of Non-Statutory Stock Option Agreement under the SomaLogic, Inc. 2009 Equity Incentive Plan	S-4/A	10.9	8/5/2021
10.10+	Form of Incentive Stock Option Agreement under the SomaLogic, Inc. 2009 Equity Incentive Plan.	S-4/A	10.10	8/5/2021
10.11+	SomaLogic, Inc. 2017 Equity Incentive Plan	S-4/A	10.11	8/5/2021
10.12+	Form of Option Agreement (Incentive Stock Option or Non-statutory Stock Option) under the SomaLogic, Inc. 2017 Equity Incentive Plan	S-4/A	10.12	8/5/2021
10.13+	Severance Agreement, dated September 1, 2020, between SomaLogic, Inc. and Lawrence Gold	S-4/A	10.13	8/5/2021
10.14+	First Amendment to Severance Agreement, dated December 4, 2020, between SomaLogic, Inc. and Lawrence Gold	S-4/A	10.14	8/5/2021
10.15+	Employment Agreement, dated April 20, 2020, between SomaLogic, Inc. and Roy Smythe.	S-4/A	10.15	8/5/2021
10.16+	Employment Agreement, dated April 20, 2020, between SomaLogic, Inc. and Stephen Williams.	S-4/A	10.16	8/5/2021
10.17+	Employment Agreement, dated April 20, 2020, between SomaLogic, Inc. and Melody Harris.	S-4/A	10.17	8/5/2021
10.18+	Amendment to Employment Agreement dated June 28, 2021 between SomaLogic, Inc. and Roy Smythe.	S-4/A	10.18	8/5/2021
10.19+	Amendment to Employment Agreement dated June 28, 2021 between SomaLogic, Inc. and Stephen Williams.	S-4/A	10.19	8/5/2021
10.20+	Amendment to Employment Agreement dated June 28, 2021 between SomaLogic, Inc. and Melody Harris.	S-4/A	10.20	8/5/2021
10.21	Form of Subscription Agreement.	8-K	10.1	3/29/2021
10.22	Form of Stockholder Lock-Up Agreement.	8-K	10.2	3/29/2021

98

10.23	Form of Stockholder Support Agreement	8-K	10.3	3/29/2021
10.24	Sponsor Support Agreement dated March 28, 2021.	8-K	10.4	3/29/2021
10.25	Forfeiture Agreement dated March 28, 2021.	8-K	10.5	3/29/2021
10.26	Form of Amended and Restated Registration Rights Agreement	8-K	10.6	3/29/2021
10.27	Investment Management Trust Agreement dated February 22, 2021.	8-K	10.2	2/26/2021
10.28	Registration Rights Agreement dated February 22, 2021.	8-K	10.3	2/26/2021
10.29	Private Placement Warrants Purchase Agreement dated February 22, 2021	8-K	10.4	2/26/2021
10.30	Letter Agreement dated February 22, 2021	8-K	10.5	2/26/2021
10.31	Forward Purchase Agreement dated February 22, 2021	8-K	10.6	2/26/2021
10.32††	Master Collaboration Agreement, dated September 20, 2019, between SomaLogic, Inc. and Novartis Pharma AG	S-4/A	10.33	8/5/2021
10.33††	Amended and Restated Master SomaScan Discovery Services Agreement, dated October 13, 2020, between SomaLogic, Inc. and Amgen Inc.	S-4/A	10.34	8/5/2021
10.34††	Supply Agreement, dated April 8, 2019, between SomaLogic, Inc. and Agilent Technologies, Inc., as amended by that certain First Amendment to Supply Agreement, dated October 1, 2021, between SomaLogic, Inc. and Agilent Technologies, Inc.
10.35††	Supply Agreement, dated August 15, 2017, between SomaLogic, Inc. and Global Life Sciences Solutions USA LLC, as amended by that certain First Amendment to Catalog Product Support Agreement, dated September 14, 2020, between SomaLogic, Inc. and Global Life Sciences Solutions USA LLC
10.36††#	Collaboration Agreement, dated December 31, 2021, among SomaLogic, Inc., Illumina Cambridge, Ltd. and Illumina, Inc.
10.37†	Lease Agreement, dated February 10, 2022, between SomaLogic Operating Co., Inc. and Louisville 1 Industrial Owner, LLC.	8-K	10.1	2/16/2022
10.38†	Lease Agreement, dated February 10, 2022, between SomaLogic Operative Co., Inc. and Louisville 2 Industrial Owner, LLC.	8-K	10.2	2/16/2022
21.1	Subsidiaries of the Company
31.1*	Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act Rules, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certifications by Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2**	Certifications by Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
101.IN*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Schema Document
101.CAL*	Inline XBRL Calculation Linkbase Document
101.LAB*	Inline XBRL Label Linkbase Document
101.PRE*	Inline XBRL Presentation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition LinkBase Document
104*	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*	Filed herewith.
**	Furnished herewith
†	Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
††	The Company has omitted portions of the exhibit as permitted under Regulation S-K Item 601(b)(10). The Registrant agrees to furnish on a supplemental basis an unredacted copy of this exhibit and its materiality and privacy or confidentiality analysis if requested by the SEC.

99

#	Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Omitted material for which confidential treatment has been requested has been filed separately with the SEC.
+	Management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

None.

100

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		SomaLogic, Inc.
Date:	March 29, 2022	By:	/s/ Roy Smythe
			Name:	Roy Smythe
			Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Roy Smythe	Chief Executive Officer	March 29, 2022
Roy Smythe	(Principal Executive Officer)
/s/ Shaun Blakeman	Chief Financial Officer	March 29, 2022
Shaun Blakeman	(Principal Financial and Accounting Officer)
/s/ Robert Barchi	Director	March 29, 2022
Robert Barchi
/s/ Eli Casdin	Director	March 29, 2022
Eli Casdin
/s/ Troy Cox	Director	March 29, 2022
Troy Cox
/s/ Charles M. Lillis	Director	March 29, 2022
Charles M. Lillis
/s/ Anne Margulies	Director	March 29, 2022
Anne Margulies
/s/ Ted Meisel	Director	March 29, 2022
Ted Meisel
/s/ Richard Post	Director	March 29, 2022
Richard Post
/s/ Stephen Quake	Director	March 29, 2022
Stephen Quake

101

EX-4.3

Exhibit 4.3

DESCRIPTION OF SECURITIES

The following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities. The full text of our Second Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) is attached as an exhibit to Form 8-K filed on September 8, 2021. We urge you to read the Amended and Restated Certificate of Incorporation in its entirety for a complete description of the rights and preferences of SomaLogic’s securities.

Authorized Stock

The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of capital stock that the Company has authority to issue is 601,000,000. The total number of shares of Common Stock that the Company is authorized to issue is 600,000,000, having a par value of $0.0001 per share, and the total number of shares of Preferred Stock that the Company is authorized to issue is 1,000,000, having a par value of $0.0001 per share.

Common Stock

Our Amended and Restated Certificate of Incorporation provides that the Common Stock has the following rights, powers, preferences and privileges:

General

The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, powers and preferences of any series of Preferred Stock as may be designated by our board of directors and outstanding from time to time.

Voting Power

Except as otherwise provided in our Amended and Restated Certificate of Incorporation or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote on each matter submitted to a vote of stockholders and shall be entitled to one vote for each share of Common Stock held of record by such holder as of the record date for determining stockholders entitled to vote on such matter. Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to the Amended and Restated Certificate of Incorporation (including any Certificate of Designation (as defined below)) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to our Amended and Restated Certificate of Incorporation (including any Certificate of Designation) or pursuant to the Delaware General Corporation Law (the “DGCL”).

Subject to the rights of any holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Dividends

Subject to applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock, the holders of Common Stock, as such, shall be entitled to the payment of dividends on the Common Stock when, as and if declared by our board of directors in accordance with applicable law.

Liquidation

Subject to the rights and preferences of any holders of any shares of any outstanding series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s stockholders shall be distributed among the holders of the then outstanding Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder.

Transfer Rights

Subject to applicable law and the transfer restrictions set forth in Article VII of the Amended and Restated Bylaws of the Company (the “Bylaws”), shares of Common Stock and the rights and obligations associated therewith shall be fully transferable to any transferee.

Preferred Stock

Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by our board of directors as hereinafter provided.

Exhibit 4.3

Authority is expressly granted to our board of directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and our Amended and Restated Certificate of Incorporation (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by our Amended and Restated Certificate of Incorporation (including any Certificate of Designation).

The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

Warrants

Public Warrants

Each whole Public Warrant entitles the registered holder to purchase one share of our Common Stock at a price of $11.50 per whole share, subject to adjustment as discussed below. Pursuant to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of shares of Common Stock. This means that only a whole Public Warrant may be exercised at any given time by a warrant holder. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We are not obligated to deliver any shares of Common Stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a unit containing such Public Warrant will have paid the full purchase price for the unit solely for the share of Common Stock underlying such unit.

We will use our best efforts to maintain the effectiveness of our registration statement on Form S-1, as amended, which was declared effective on October 15, 2021, and the prospectus related thereto (our “Registration Statement”), until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if our Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) and, in the event we so elect, we will not be required to maintain in effect our Registration Statement, but will use commercially reasonable efforts to register the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $18.00 — Oncethe Public Warrants become exercisable, we may redeem the outstanding Public Warrants:

•in whole and not in part;

•at a price of $0.01 per Public Warrant;

•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the Common Stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders (“Reference Value”).

If and when the Public Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Exhibit 4.3

Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00 — Oncethe Public Warrants become exercisable, we may redeem the outstanding Public Warrants:

•in whole and not in part;

•at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Public Warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Common Stock;

•if, and only if, the closing price of the Common Stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and

•if the closing price of the Common Stock for any 20 trading days within a 30-trading day period ending three trading days before we send notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that (1) the Private Placement Warrants will be exercisable on a cashless basis, (2) the Private Placement Warrants will be non-redeemable (except as described above in “Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees, and (3) the holders of the Private Placement Warrants and the Common Stock issuable upon the exercise of the Private Placement Warrants will have certain registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its Public Warrant prior to the scheduled redemption date. However, the price of the Common Stock may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption notice is issued.

Redemption procedures and cashless exercise. If we call the Public Warrants for redemption asdescribed above, our management will have the option, under certain circumstances as fully described in the Warrant Agreement, to require any holder that wishes to exercise his, her or its Public Warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their Public Warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of Public Warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Common Stock issuable upon the exercise of our Public Warrants. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (i) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (ii) the fair market value. The “fair market value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Public Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the Public Warrants. If we call our Public Warrants for redemption and our management does not take advantage of this option, our Sponsor and its permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their Public Warrants on a cashless basis, as described in more detail below.

A holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Public Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the shares of Common Stock outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments. If the number of outstanding shares of Common Stock is increased by a stockdividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Public Warrant will be increased in proportion to such increase in the outstanding shares of Common Stock. A rights offering to holders of Common Stock entitling holders to purchase shares of Common Stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Common Stock equal to the

Exhibit 4.3

product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Common Stock) multiplied by (ii) one minus the quotient of (a) the price per share of Common Stock paid in such rights offering divided by (b) the fair market value. For these purposes (1) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (2) fair market value means the volume weighted average price of Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock on account of such shares of Common Stock (or other shares of our capital stock into which the Public Warrants are convertible), other than (i) as described above; (ii) certain ordinary cash dividends; or (iii) in connection with the redemption of our Public Shares had CMLS II failed to complete the Business Combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Common Stock in respect of such event.

If the number of outstanding shares of our Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Public Warrant will be decreased in proportion to such decrease in outstanding shares of Common Stock.

Whenever the number of shares of Common Stock purchasable upon the exercise of the Public Warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Common Stock purchasable upon the exercise of the Public Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Common Stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than those described above or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the Public Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Public Warrants and in lieu of the shares of our Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Public Warrants would have received if such holder had exercised their Public Warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each Public Warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by us in connection with redemption rights held by stockholders of the Company as provided for in our Amended and Restated Certificate of Incorporation) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Public Warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the Public Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Common Stock in such a transaction is payable in the form of Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Public Warrant properly exercises the Public Warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the Public Warrant.

The Public Warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and CMLS II. You should review a copy of the warrant agreement, which is filed as an exhibit to the Current Report on Form 8-K filed on February 26, 2021, for a complete description of the terms and conditions applicable to the Public Warrants. The warrant agreement provides that the terms of the

Exhibit 4.3

Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants.

The Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Public Warrants being exercised. The warrant holders do not have the rights or privileges of holders of Common Stock and any voting rights until they exercise their Public Warrants and receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise of the Public Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

Warrants may be exercised only for a whole number of shares of Common Stock. No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the warrant holder.

Private Placement Warrants

Our Sponsor and certain CMLS II directors purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $7,520,000 in a private placement. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the Units in the IPO, including as to exercisability and exercise period, except that (1) the Private Placement Warrants may be exercised on a cashless basis, (2) the Private Placement Warrants will be non-redeemable (except as described above in “Redemption of Warrants When the Price per Share of Common StockEquals or Exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees, and (3) the holders of the Private Placement Warrants and the Common Stock issuable upon the exercise of the Private Placement Warrants will have certain registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Madryn Options

The Company may, from time to time, grant nonqualified stock options to eligible individuals and incentive stock options only to eligible employees. The Company will determine the number of shares of Common Stock subject to each option, the term of each option, which may not exceed 10 years, or five years in the case of an incentive stock option granted to a 10 percent stockholder, the exercise price, the vesting schedule, if any, and the other material terms of each option. No incentive stock option or nonqualified stock option may have an exercise price less than the fair market value of a share of Common Stock at the time of grant or, in the case of an incentive stock option granted to a 10 percent stockholder, 110% of such share’s fair market value. Options will be exercisable at such time or times and subject to such terms and conditions as determined by the Company at grant, and the exercisability of such options may be accelerated by the Company.

As a result of the Business Combination, each share of Class B common stock of Old SomaLogic was cancelled and converted into a portion of the merger consideration on the terms set forth in the Merger Agreement. Pursuant to the terms of the Merger Agreement, the aggregate merger consideration paid in connection with the Business Combination (excluding any potential Earn-Out Shares) was $1,250 million, which consists of cash payments (at the election of Old SomaLogic stockholders) of $50.0 million and equity consideration in the form of (i) the issuance of shares of Common Stock of the Company and (ii) rollover of Old SomaLogic’s outstanding options. The number of shares of Common Stock issued to Old SomaLogic stockholders was based on a deemed value of $10.00 per share after giving effect to an exchange ratio of 0.8381. Accordingly, (i) $50 million cash was paid to SomaLogic stockholders (thereby reducing the aggregate number of shares issuable under the Merger Agreement at Closing from 125,000,000 to 120,000,000 shares of Common Stock), (ii) 110,973,213 shares of Common Stock were issued to Old SomaLogic stockholders on the Closing Date and (iii) the remaining balance of the 120,000,000 shares of Common Stock to be issued under the Merger Agreement may be issued in the future upon the exercise of options of the Company that were converted from Old SomaLogic options.

Pursuant to a Non-Statutory Stock Option Agreement, dated as of September 1, 2020, Old SomaLogic granted to Lawrence Gold an option to purchase 1,000,000 shares of Old SomaLogic’s Class B common stock. Pursuant to a Stock and Option Purchase Agreement, dated as of June 30, 2021, by and among Lawrence Gold and the entities set forth on Schedule I thereto (collectively, the “Sellers”), and Madryn Health Partners, LP, a Delaware limited partnership and Madryn Health Partners (Cayman Master), LP, a limited partnership formed in the Cayman Islands (collectively, “Madryn”), the Sellers transferred, on July 1, 2021, (i) 2,000,000 shares of Old SomaLogic Class B common stock at a purchase price of $10.00 per share (or 1,676,198 shares of Common Stock at a purchase price of $11.93 after giving effect to the exchange ratio of 0.8381) and (ii) options to acquire up to 1,000,000 shares of Old SomaLogic Class B common stock at purchase price of $6.00 per option (or options to acquire up to 838,100 shares of Common Stock at a purchase price of $7.16 per option after giving effect to the exchange ratio of 0.8381) to Madryn.

Transfer Agent and Warrant Agent

Exhibit 4.3

The Transfer Agent for our Common Stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct, fraud or bad faith of the indemnified person or entity.

Certain Anti-Takeover Provisions of Delaware Law, Amended and Restated Certificate of Incorporation and Bylaws

Provisions of the DGCL and our Amended and Restated Certificate of Incorporation could make it more difficult to acquire the Company by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of the Company to first negotiate with the board of directors. We believe that the benefits of these provisions outweigh the disadvantages of discouraging certain takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms and enhance the ability of our board of directors to maximize stockholder value. However, these provisions may delay, deter or prevent a merger or acquisition of us that a stockholder might consider is in its best interest, including those attempts that might result in a premium over the prevailing market price of the Common Stock.

In addition, our Amended and Restated Certificate of Incorporation provides for certain other provisions that may have an anti-takeover effect:

•There is no cumulative voting with respect to the election of directors.

•Our board of directors is empowered to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death, or removal of a director in certain circumstances.

•Directors may only be removed from our board of directors for cause.

•Our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board of directors by successfully engaging in a proxy contest at two or more annual meetings.

•A prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders.

•A prohibition on stockholders calling a special meeting and the requirement that a meeting of stockholders may only be called by members of our board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors.

•Our authorized but unissued Common Stock and Preferred Stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. Our board of directors is entitled, without further stockholder approval, to designate one or more series of Preferred Stock and the associated voting rights, preferences and privileges of such series of Preferred Stock. The existence of authorized but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Forum Selection Clause

Our Amended and Restated Certificate of Incorporation includes a forum selection clause. Our Amended and Restated Certificate of Incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware and federal court within the State of Delaware will be exclusive forums for any:

•derivative action or proceeding brought on the Company’s behalf;

•action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any director, officer, or stockholder of the Company to the Company or the Company’s stockholders;

•action arising pursuant to any provision of the DGCL, our Amended and Restated Certificate of Incorporation or Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware:

•any action or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or

Exhibit 4.3

•other action asserting a claim against the Company or any director, officer, or stockholder of the Company that is governed by the internal affairs doctrine.

This choice of forum provision does not apply to actions brought to enforce a duty or liability created by the Exchange Act or any other claim for which federal courts have exclusive jurisdiction. Furthermore, in accordance with our Amended and Restated Certificate of Incorporation, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be, to the fullest extent permitted by law, the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The Company intends for this provision to apply to any complaints asserting a cause of action under the Securities Act despite the fact that Section 22 of the Securities Act creates concurrent jurisdiction for the federal and state courts over all actions brought to enforce any duty or liability created by the Securities Act or the rules and regulations promulgated thereunder.

Rule 144 and Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

In general, Rule 144 of the Securities Act (“Rule 144”), permits the resale of restricted securities without registration under the Securities Act if certain conditions are met. Rule 144 is not available for the resale of restricted securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company, including the Company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met at the time of such resale:

•the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

•at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

Prior to the consummation of the Business Combination, CMLS II, our predecessor company, was a shell company. Following the consummation of the Business Combination, we are no longer a shell company. As long as the conditions set forth in the exceptions listed above are satisfied, Rule 144 is available for the resale of our restricted securities.

If the above conditions have been met and Rule 144 is available, a person who has beneficially owned restricted shares of our Common Stock or warrants for at least one year would be entitled to sell their securities pursuant to Rule 144, provided that such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale. If such persons are our affiliates at the time of, or at any time during the three months preceding, a sale, such persons would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•1% of the total number of shares of Common Stock or warrants, as applicable, then outstanding; or

•the average weekly reported trading volume of the Common Stock or warrants, as applicable, during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Any securities issued to affiliates within the meaning of Rule 144 are restricted securities for purposes of Rule 144, and therefore sales of such securities under Rule 144, when available, will also be limited by manner of sale provisions and notice requirements.

In addition, we are obligated to maintain the effectiveness of our Registration Statement until the expiration of the warrants.

We expect Rule 144 to be available for the resale of the above noted restricted securities as long as the conditions set forth in the exceptions listed above are satisfied.

Registration Rights

Company Registration Rights

The holders of the Founder Shares and Private Placement Warrants (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants) are entitled to registration rights pursuant to the Amended and Restated Registration Rights Agreement dated as of September 1, 2021, which amended and restated in its entirety the Registration Rights Agreement signed February 22, 2021, requiring the Company to register such securities for resale. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to our Registration Statement and any subsequently filed registration statements and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However,

Exhibit 4.3

the Amended and Restated Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Demand Registration Rights

Following the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period (each as defined in the Amended and Restated Registration Rights Agreement) or any other applicable lock-up period, holders of at least a majority in interest of the then-outstanding number of registrable securities held by the holders or any holder expecting to sell registrable securities yielding aggregate gross proceeds in excess of $50,000,000 may make a written demand for registration of all or part of their registrable securities. The Company will within five days of the Company’s receipt of the demand, notify, in writing all other Holders of registrable securities of such demand. Each holder who will want to participate in the registration will notify the Company, in writing, within five days after the receipt by the holder of the notice from the Company. Upon receipt by the Company of any such written notification from a holder(s) to the Company such holder(s) will be entitled to have their registrable securities included in a registration more than 60 days immediately after the Company’s receipt of the demand.

Under no circumstances will the Company be obligated to effect more than an aggregate of three registrations pursuant to a demand by the existing holders and an aggregate of five registrations pursuant to a demand by the new holders with respect to any or all registrable securities.

Notwithstanding the foregoing, (i) the Company shall not be required to give effect to a demand from a holder if the Company has registered registrable securities pursuant to a demand (which has become effective) from such holder in the preceding 120 days, and (ii) the Company’s obligations with respect to any demand will be deemed satisfied so long as the registration statement filed includes all of such holder’s registrable securities and is effective.

Piggyback Registration Rights

If the Company proposes to file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company, other than a registration statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering solely of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, (e) for any issuances of securities in connection with a transaction involving a merger, consolidation, sale, exchange, issuance, transfer, reorganization or other extraordinary transaction between the Company or any of its Affiliates and any third party, or (f) filed pursuant to subsection 2.1.1 of the Amended and Restated Registration Rights Agreement, then, the Company shall give written notice of such proposed filing to all of the holders of registrable securities (excluding the Sponsor with respect to any Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement), distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) as soon as practicable but not less than 20 days before the anticipated filing date of such registration statement. This notice will offer to all of the holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within five days after receipt of such written notice.

The Company shall, in good faith, cause such Registrable Securities identified in a holder’s response to be included in such “piggyback registration” and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering, if any, to permit the Registrable Securities requested by the holders to be included in a “piggyback registration” on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the registration statement is to be filed included in such registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such holders proposing to distribute their Registrable Securities through an underwritten offering will enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwritten offering by the Company.

PIPE Subscription Agreement

The Company will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until all shares of Common Stock issued in connection with subscription agreements entered into on March 28, 2021 (collectively, the “PIPE Subscription Agreement”) cease to be registrable securities or such shorter period upon which each undersigned party with registrable securities included in such registration statement have notified us that such registrable securities have actually been sold. The Company will provide all customary and commercially reasonable cooperation necessary to enable the holders to resell registrable securities pursuant to the registration statement or Rule 144 under the Securities Act (“Rule 144”), as applicable, qualify the registrable securities for listing on the primary stock exchange on which its Common Stock are then listed, update or amend the registration statement as necessary to include registrable securities and provide customary notice to holders of registrable securities.

Public Warrants

If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we

Exhibit 4.3

may, at our option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and (ii) in the event we so elect, we shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Public Warrants, notwithstanding anything in the warrant agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.

Listing of Securities

Our Common Stock and Public Warrants are traded on Nasdaq under the symbols “SLGC” and “SLGCW,” respectively.

EX-10.34

Exhibit 10.34

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

LSG MICROARRAY SUPPLY AGREEMENT

AGREEMENT NO. AHD71

THIS LSG MICROARRAY SUPPLY AGREEMENT (“Agreement”) is entered into as of April 8, 2019 (the “Effective Date”), by and between Agilent Technologies, Inc. (“Agilent”), and SomaLogic, Inc. (“Customer”).

“Biological Content” means the oligonucleotide DNA probe sequences provided by Customer to Agilent for the purpose of manufacturing the Product. “Volume Target” is the volume of microarrays and backing slides as described in Exhibit A that the Customer plans to order during the term of this Agreement. "Product(s)" means Agilent’s DNA Microarray products (as set forth in exhibit A) manufactured by Agilent using Customer’s Biological Content. "Specifications" means specific technical information about Products set forth in Exhibit B. “Affiliate” means any entity which controls, is controlled by, or is under common control with any of the parties, where an entity will be deemed to “control” another entity if it owns, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities or capital stock of the other entity or other comparable equity or ownership interest with respect to an entity other than a company.

1.SCOPE

a)Subject to terms of this Agreement, Agilent will supply Products to Customer for Customer’s use of the Products (i) to provide DNA microarray services to its customers and collaborators, and (ii) for internal research and development.

b)Agilent shall not supply the custom Products described in Exhibit A, the Biological Content, or any physical embodiments thereof, to any party under this Agreement other than Customer, or Customer’s parent or subsidiary.

2.RELATIONSHIP

Customer and Agilent are independent contractors for purposes of this Agreement and any representation made by Customer to its customers and/or collaborators with respect to Customer’s use of the Products will be Customer’s sole responsibility. This Agreement does not establish a franchise, joint venture or partnership, or create any relationship of employer and employee, or principal and agent between the parties.

3.SALE AND DELIVERY

a)Product orders must reference this Agreement, be issued during the term of this Agreement, and specify delivery within (***) from order date.

b)Within (***) after execution of the Agreement, Customer will provide Agilent with a (***) forecast of the quantity of Products that Customer intends to purchase including design ID and volumes of the microarrays and backing slides, with the first (***) as a firm order and will constitute a binding, non-cancellable commitment on Customer’s part to purchase the quantity of Products as set forth in the first four months of the forecast (“Firm Order”) except for any orders of Part Number (***) (“NVS Design”) or other specialty designs, which are addressed in Section 3f. Customer will deliver to Agilent a purchase order (“PO”) pursuant to this Section 3(b) together with the Firm Order. Agilent will confirm acceptance of such order within (***), which acceptance will obligate Agilent to supply the Products in the Firm Order. For every month thereafter, within(***)of the beginning of each month, Customer will provide Agilent with a (***) forecast, with the first (***) months as a Firm Order and a PO for any new quantities of Product in the Firm Order. Each monthly order will be within a range of (***%***) – (***%***) of the Monthly Volume Target (i.e., the Annual Volume Target, divided by 12); subject to the Maximum Annual Volume restrictions set forth in Section 3 c. Any monthly order above (***%***) of the Monthly Volume Target must be approved in advance by Agilent, such approval not to be unreasonably withheld or delayed. POs must reference this Agreement and be issued each month during the Term.

Example:

Execution date is March 1

((***) of calendar year 1, Customer provides:

(***) forecast through February of calendar year 2 Forecast for (***) are firm orders

PO for (***)

(***) of calendar year 1, Customer provides

(***) forecast through March of calendar year 2

Forecast for (***) are firm orders PO for the month of July

(***) of calendar year 1, Customer provides:

(***) forecast through April of calendar year 2 PO for August

c)The quantity of Products that Agilent will be obligated to supply in response to a PO will be up to (***) of the Firm Order (subject to the Maximum Annual Volumes set forth below), and Agilent will be solely responsible for adequately managing its capacity to ensure it is capable of supplying such quantity throughout the Term. If Customer wishes to order a greater quantity of Products that exceeds (***) of the Firm Order, it will consult with Agilent as to whether Agilent anticipates being able to supply such higher quantity (“Excess”). Agilent will use commercially reasonable efforts to meet the Excess requirements, provided that Agilent will be able to extend the shipment date for such increase by such period as is required for the manufacture thereof. If Agilent anticipates being able to supply the Excess, it will accept Customer’s PO for Excess. If Agilent reasonably anticipates that it will not be able to supply the Excess, Agilent will notify Customer within (***) of its receipt of the PO for Excess, and Customer may then order any additional Products needed from any other source. Notwithstanding anything herein, Agilent shall not be required to accept any order that would exceed the following capacity restrictions (“Maximum Annual Volumes”):

Year 1 – (***) microarrays

Year 2 – (***) microarrays

Year 3 – (***) microarrays

d)Agilent will deliver Products ordered in accordance with the Firm Order and the associated PO shipping schedule. In the event that Customer places an order for Excess, Agilent will use commercially reasonable efforts to meet the requested delivery dates for such Excess, provided, however, that Agilent’s failure to meet such delivery dates will not be considered a breach of this Agreement.

e)A (***) shipping schedule will be generated by Customer and approved by Agilent that is commensurate with Firm Orders provided under Section 3(b) above. Agilent will ship all Products directly to Customer at Customer’s Boulder, CO site only: SomaLogic, Inc. 2950 Wilderness Place, Boulder, CO 80301. In the event of a party needs to make changes to the Firm Order shipping schedule, the parties will meet and work diligently to resolve agree upon a modified shipping schedule.

f)The forecast for the NVS Design or other specialty designs will not be included in the forecast provided pursuant to Section 3b. Customer shall submit its orders for the NVS Design and other specialty designs to Agilent, and Agilent will use commercially reasonable efforts to fulfill such orders of the NVS Design and other specialty designs. Customer will deliver to Agilent a purchase order (“PO”) pursuant to this Section 3(f) together its order for the NVS Design and/or other specialty designs. All PO’s issued for the NVS Design and other specialty designs in the 8X60 Microarray format will count towards Customer’s annual volume requirements. If Agilent anticipates being able to supply such order, it will accept Customer’s PO for such orders of the NVS Design and/or other specialty designs. Once such PO is accepted and the parties have agreed on a shipping schedule for the same, such PO will become binding on both parties.

g)Cancellation or modification of other orders will be subject to Agilent’s approval, which approval will not be unreasonably withheld or delayed. Returns for reasons other than warranty issues will be subject to Agilent’s approval (such approval not to be unreasonably withheld or delayed) and return charges will not exceed (***%***) of the purchase price. Products manufactured to Customer’s specifications (e.g., Customer’s custom sequence) may not be returned.

h)Title, and risk of loss or damage, to Products will pass to Customer when the Products are transferred from Agilent to the carrier. Acceptance of Products by Customer will occur upon delivery.

i)Pricing is based upon the applicable Agilent list price at the time an order from Customer is received by Agilent, less the applicable discount set forth in Exhibit A. Agilent reserves the right to change its list prices for the Products listed in Exhibit A, by not more than (***), annually, upon (***) prior written notice to Customer.

j)Unless otherwise indicated on the quotation, prices include shipping and handling charges in accordance with the applicable trade term. Customer is responsible for supplying any and all shipping requirement information. Agilent shall ship the Products CIP Customer location in Colorado. Products will be packaged in accordance with Agilent’s packaging practices, which in no event shall be less stringent than those generally acceptable in the industry. If special packing or shipping is agreed upon, any additional charges will be billed to Customer.

k)Prices exclude any sales, value added, customs and excise duties, import or export tariffs or similar tax which will be payable by Customer.

l)Agilent may, from time to time, offer Customer marketing programs based on terms and conditions applicable to such programs.

m)Payment for any undisputed amounts is due (***) from Agilent's invoice date. Agilent may change credit or payment terms at any time should Customer's financial condition or previous payment record so warrant, upon prior written notice to Customer. Agilent may discontinue performance if Customer fails to pay any undisputed sum due or to perform under this Agreement if, after (***) written notice, the failure has not been cured. Customer shall submit notice of a dispute in writing within (***)( of receipt of the invoice to be considered a disputed amount under this Section. If Customer submits such notice, the parties shall meet and resolve any dispute within (***) .

n)In the event of any inconsistency between this Agreement and a purchase order, the terms of this Agreement shall control. Agilent may reject any purchase order that is not in conformance with this Agreement and it shall provide Customer with prompt written notice of any such rejection.

o)Except for changes required by law or for safety reasons, Agilent will inform Customer in writing at least (***), when possible, before (i) the planned interruption of the supply of any Product; (ii) discontinuing any Product; or (iii) changes to the Product(s) or to the process for manufacturing the Product(s) which will impact the Product form, fit, or function. Agilent and Customer will work together to permit Customer to order as much unchanged Product as reasonably possible. In addition, Agilent will provide Customer with samples of any changed Product so that Customer may conduct required testing to ensure the change will not negatively impact Customer’s product performance. Customer will promptly conduct testing and provide feedback regarding changed Product within (***) month of receipt of evaluation samples. For the avoidance of doubt, Agilent is not required to obtain Customer’s approval to implement any changes. In the event Customer reasonably believes that such changed Product will not meet Customer’s ongoing business needs, Customer shall provide written notice to Agilent upon such determination that it intends to terminate the Agreement once Agilent’s supply of unchanged Product is exhausted. Customer may terminate this Agreement without penalty; provided that Customer has purchased all unchanged Product that is part of a Firm Order.

p)Reserve Stock: At any particular time, Agilent will maintain the subsequent month’s order of Products as reserve stock. This stock will be maintained at its Cedar Creek, TX facility. Stock will be rotated and replenished monthly. Agilent may, at its discretion, and upon notification to Customer, change to a different storage site, not in California.

q)Extended forecast: Semi-annually or as otherwise mutually agreed, the Customer and Agilent will review a multi-year demand forecast and assess long range supply capacity.

r)Agilent will commit to supply up to the Maximum Annual Volumes of DNA Microarrays set forth in Section 3c and backing slides (each) per year (the “Maximum Volume Commitment”). In the event that Customer’s demand for microarrays will exceed the Maximum Volume Commitment, Agilent will use commercially reasonable efforts to meet additional demand from its available manufacturing capacity. In the event that Agilent cannot supply Customer’s actual or projected additional demand from its available manufacturing capacity on a sustained basis, then upon Customer’s request, the parties will negotiate in good faith the option to increase Agilent’s Maximum Volume Commitment in exchange for, among other things, increased Monthly Volume Target and no more than (***$***) USD in payment from Customer to help cover Agilent’s capital expenses for adding microarray manufacturing capacity. Customer acknowledges that there may be delay in Agilent’s ability to increase the Maximum Volume Commitment due to constraints in adding manufacturing capacity.

4.(***$***)

5.INTELLECTUAL PROPERTY RIGHTS

a)Agilent owns all rights, title and interest in and to all inventions, copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property rights in the Agilent DNA Microarray Products, including any enhancements, modifications or improvements thereto made by Agilent but excluding the Biological Content. Any Agilent provided sequences, microarray design services, microarray designs, layouts, probes or probe designs, supersets or subsets, and any Product enhancement, modification, or improvement thereto is and will be treated as Agilent’s confidential information in accordance with Section 11, regardless of whether they are marked as confidential. Any files containing Customer Biological Content are and will be treated as Customer’s confidential information in accordance with Section 11, regardless of whether they are marked as confidential. Such Customer Biological Content will be segregated and isolated from Agilent’s own probe and microarray design efforts. Notwithstanding any other provision herein, Customer understands and acknowledges that Agilent, its Affiliates and collaborators are also involved in probe design efforts for others and may independently design similar or identical probes. Probes that are obtained or designed without the use of Customer’s Confidential Information or Agilent Accepted Trade Secret Information will not be considered a violation of any of Customer’s proprietary rights.

b)For Products incorporating the Biological Content, Customer grants Agilent a non-exclusive, worldwide, royalty-free license to use, copy, make derivative works of, distribute, display, disclose, perform and transmit Customer’s pre-existing copyrighted works or other intellectual property rights necessary for Agilent to perform its obligations under these this Agreement.

c)Notwithstanding anything in this Agreement to the contrary, each party will retain all copyrights, trade secrets, trademarks and other intellectual property rights in its pre-existing intellectual property.

d)Customer is prohibited from using the Products in any manner not expressly authorized by this Agreement. Any rights not conferred hereunder are expressly reserved by Agilent. Customer shall not: (i) rent, sell, assign, lease, share, sublicense or otherwise transfer or dispose of the Products, or any portion thereof to any party other than a parent, subsidiary or Affiliate, except as otherwise expressly provided in this Agreement; (ii) derive or attempt to derive the microarray designs or composition of all or any portion of the Products by reverse engineering, disassembly, decompilation, or any other means including removing (stripping) the oligonucleotides from any in situ microarray; (iii) decompile and reconstruct nucleotide chains, derive clones or make any other type or form of derivative, copy, translate, port, modify or make derivative works of the Products; (iv) use Agilent-provided probes, probe sets, microarray designs or layouts to develop non-Agilent probes, probe sets, microarrays or microarray designs, (v) file patent applications based on the Products, excluding Biological Content, without the express written consent of Agilent; (vi) use in situ microarray(s) or any part thereof as template in any DNA or RNA in vitro or in vivo synthesis or assembly reaction including but not limited to a linear or exponential amplification reaction or gene assembly; or (vii) use in situ microarray(s) in more than one hybridization reaction. Nothing herein will be construed to restrict Customer’s rights to use any results of or discoveries made in the performance of research conducted using the Products.

6.WARRANTY

a)Agilent warrants the Products, as articles of manufacture (workmanship) at the time of delivery, will meet the Specifications. The warranty period begins on the date of shipment of the Products from Agilent and ends (***) thereafter. Warranty claims not made in a written form and received by Agilent within the warranty period identified in this Section 6 will be deemed waived.

b)The foregoing warranty is solely for the benefit of Customer. Agilent makes no warranty to Customer’s end-user customers or any other third party.

c)If Agilent receives written notice from Customer of a breach of the warranty set forth in Section 6(a) during the warranty period and Agilent confirms such Product was defective, Agilent will replace the affected Product(s) as soon as practicable. Agilent will pay expenses for shipment of replacement Product(s). If Agilent is unable, within a (***) period after receipt of notice of defects, to replace the affected Product(s), Agilent shall refund the purchase price of the affected Product(s) to Customer. The remedies set forth in this Section are Customer’s sole and exclusive remedies with respect to Product that does not meet the warranty set forth in Section 6(a).

d)The above warranties do not cover defects resulting from (i) the negligent acts or omissions of Customer, its employees, agents or any third party; (ii) unauthorized alterations, adjustments or modifications to any Product by Customer, its employees, agents or any third party; (iii) failure or malfunctioning of software, hardware, consumables

or other materials not delivered or licensed by Agilent; or (iv) abuse or misuse of the Product, or any damage thereto after the date of delivery to Customer.

e)Agilent’s liability with respect to a breach of warranty shall be limited as set forth in this Section 6. Other than a claim for breach of the express warranty as set forth in this Section 6, Customer waives any and all other claims that it may have against Agilent, its licensors or suppliers arising out of the performance or nonperformance of the Products relative to the Specifications.

Furthermore, Agilent shall not be responsible for any failure by Customer, Customer’s end user customers, or any third party to comply with applicable foreign, federal, state or local laws or regulations, or for failure to use audit controls or back-up and security procedures. Agilent shall not be responsible for any failure by Customer, Customer’s end user customers or any third party to use due care in the use of the Products or validation of the results produced by the Products.

f)THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. AGILENT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABIITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.REGULATORY REQUIREMENTS

a)For purposes of clarity, Customer has informed Agilent that Customer’s business includes analyzing human tissue samples and associated clinical data with the objective of identifying protein biomarkers and translating those into health insights, and delivering those insights to individuals, medical professionals and institutions, and others involved in health and wellness management, on a commercial basis. Agilent acknowledges that Customer may use Product labeled “Research Use Only” by Agilent in such business, subject to this Section 7 including as part of Customer’s laboratory developed test regulated by the Clinical Laboratory Improvement Amendments (“CLIA”). Customer acknowledges and agrees that the Products are not designed or manufactured under the United States Food and Drug Administration’s (“FDA”) current good manufacturing practices (“cGMP’s”) or a foreign equivalent, or for use for diagnostic or medical purposes. It is Customer’s sole responsibility: (i) to file, at its expense, any and all regulatory documents required to be filed with the FDA or any equivalent regulatory authorities in any jurisdiction in which Products are used or resold, and (ii) to obtain, at its expense, any and all required approvals from the FDA or any equivalent regulatory authorities in any jurisdiction in which Products are used or resold. Agilent’s manufacturing facility in Santa Clara, California is certified to ISO 13485 standards for manufacturing for microarrays. For products with an intended use for research use only, all manufacturing activities are manufactured under ISO 9001 standards.

b)Unless otherwise expressly stated in writing, the Products have not been tested by or for Agilent for any particular use or purpose, or for safety or efficacy. Customer agrees that it is Customer’s responsibility, and not Agilent’s, to validate the performance of Products for any specific use or application and to ensure that Products meet applicable regulatory, certification, validation or its other requirements, since the use and performance characteristics of Products have not been validated by Agilent for any specific use or application, except as may be otherwise expressly set forth by Agilent in writing. Products should be used in strict accordance with applicable instructions, warnings and other information in user manuals and other Product documentation.

8.INDEMNIFICATION

a)Customer will defend, indemnify and hold harmless Agilent, its officers, directors, shareholders, employees, agents, successors and assigns (“Agilent Indemnitees”) from any and all claims, losses, damages, liabilities, costs and expenses incurred by Agilent Indemnitees (including reasonable attorneys’ fees arising from or related to (i) use of the Products by Customer, its end user customers or a third party who obtains the Products directly or indirectly through Customer (except for any claims related to infringement of third party intellectual property, which is addressed in Section 8b), or (ii) the Biological Content provided to Agilent for manufacturing the Products.

b)Except as provided in Section 8(c) below, Customer will defend, indemnify and hold harmless Agilent Indemnitees from any and all claims, losses, damages, liabilities, costs and expenses incurred by Agilent Indemnitees (including reasonable attorneys’ fees) that Customer’s or Customer’s end user customer’s use of a Product infringes a third party’s intellectual property rights, including without limitation, claims related to: (i) intellectual property rights in biological samples selected for analysis, specific nucleic acid sequences, genes, alleles, binding sites, intragenic regions, SNP loci, and the like, including without limitation, sequences of the probes attached or oligonucleotides or polynucleotides deposited to the Products which sequences, oligonucleotides or polynucleotides were placed on such microarrays at Customer’s request, including subsets or supersets thereof, and complementary sequences; (ii)

intellectual property rights covering any aspect of experimentation methodology used to create samples to use with microarrays, or covering any aspect of sample preparation or Sample Preparation Protocols in creation of target(s) for hybridization with the microarrays (excluding reagent kits purchased from Agilent and used as recommended by Agilent). For the purpose of this Section 8(b), “Sample Preparation Protocol(s)” means all methods, procedures and steps associated with preparing a substance (including without limitation biological materials) for conducting hybridizations, and (iii) Selection or use of biological samples, SNP loci, or genes.

c)Agilent will defend, indemnify and hold harmless Customer, its officers, directors, shareholders, employees, agents, successors and assigns (“Customer Indemnitees”) from any and all claims, losses, damages, liabilities, costs and expenses incurred by Customer Indemnitees (including reasonable attorneys’ fees) that the Products sold as articles of manufacture (independent of the probe sequences) infringe a third party’s intellectual property rights provided: (i) the Products are used in accordance with Agilent’s recommended methods, protocols, upgrades, reagents and supplies, and (ii) Customer properly notifies Agilent in writing and cooperates and provides control of the defense to Agilent, to the extent legally permissible. In the event of an infringement claim under this Section 8(c), Agilent may, at its option, modify the Products, procure any necessary license, or replace them. If Agilent determines that none of these alternatives is reasonably available, Agilent will refund Customer’s purchase price for the infringing Products. Notwithstanding the foregoing, Agilent shall have no obligation to indemnify for any claim of infringement arising from: (A) use of an Agilent supplied microarray for the detection of the presence, absence, or copy number variation of any particular sequence or group of sequences, or the correlation of any of the data generated as the result of such detection or copy number variation of such sequence or group of sequences with any genetic profile, genotype, disease or condition; (B) Customer’s or a third party’s misuse of the Products (i.e. not in accordance with Agilent’s recommended methods, protocols, upgrades, reagents and supplies) or the creation or use of results therefrom; (C) oligonucleotide probes contained in the Products or in the use thereof; (D) Product modifications made by Customer or a third party, where the alleged infringement would not have occurred but for such modification; (E) Product use prohibited by Agilent specifications or related application notes; or (F) use of the Products with products not supplied by Agilent, where the alleged infringement would not have occurred but for such combination. This Section 8(c) states Agilent’s entire liability and Customer’s sole and exclusive remedies with respect to third party claims of intellectual property infringement.

(d) The indemnifying party's (the "Indemnifying Party") obligation to indemnify, defend, and hold harmless as set forth above is conditioned on the other Party and the Indemnitees (collectively, the "Indemnified Party") (i) providing written notice to the Indemnifying Party of any claim for which it is seeking indemnification hereunder promptly after the Indemnified Party has knowledge of such claim; (ii) permitting Indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim; (iii) assisting Indemnifying Party, at Indemnifying Party's reasonable expense, in the investigation of, preparation for, and defense of any such claim; and (iv) not compromising or settling such claim without Indemnifying Party's written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

9.LIMITATION OF LIABILITY AND REMEDIES

a)In no event will either party, its subcontractors or suppliers be liable for special, incidental, indirect damages (including loss of data, restoration costs, lost profits,) arising out of this Agreement, the Products, or the use thereof, regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages. This exclusion is independent of any remedy set forth in this Agreement.

b)To the extent that limitation of liability is permitted by law, each party’s liability to the other is limited to US (***$***).

c)The limitations set forth in Sections 9(a) and 9(b) above will not apply to (i) to damages for bodily injury or death, (ii) damages arising from a party’s gross negligence or willful misconduct; (iii) a party’s breach of its obligations of confidentiality under this Agreement; (iv) a Party’s indemnification obligations under Section 8 (a) – 8(c), or (v) payments owed by Customer to Agilent for Products under Section 3(m).

10.TERM AND TERMINATION

a)This Agreement will remain in effect for a period of three (3) years from the Effective Date (the “Term”). Prior to the expiration of the Agreement, the parties may agree to a renewal term of up to two (2) additional years. Volume Targets and exhibits will be reviewed and revised as appropriate prior to any such renewal. Annual List Price increases shall not exceed (***%***).

b)In the event of a breach of this Agreement, the non-breaching party shall provide notice to the breaching party, in accordance with Section 13(n), detailing the breach. The breaching party shall have (***) from the date of the notice to cure the breach. If the breaching party fails to cure the breach within the (***) cure period, the non-breaching party may terminate this agreement immediately upon providing written notice. Nothing herein is intended to prevent the non-breaching party from seeking any and all remedies available to it at law or in equity as may be limited by this Agreement, in connection with such breach.

c)This Agreement will terminate automatically if Agilent is enjoined from selling and/or licensing the Products or any part thereof, or if either party is subject to a voluntary or involuntary bankruptcy petition, becomes insolvent, is unable to pay its debts as they become due, ceases to do business as a going concern, makes an offer or assignment or compromise for the benefit of creditors, or there is a substantial cessation of its regular course of business, or a receiver or trustee is appointed for such party’s assets.

d)Provisions herein which by their nature extend beyond the termination or expiration of this Agreement will remain in effect until fulfilled.

11.CONFIDENTIALITY

a)In the event that confidential information is exchanged, each party will protect and safeguard the confidential information of the other in the same manner in which it protects its own equivalent confidential information, but in no event less than a reasonable degree of care. The party claiming the benefit of this provision must furnish such information in writing and mark such information as "Confidential" or if such information is provided orally, then the transmitting party ("Discloser") will designate such information as being confidential at the time of disclosure and confirm in writing to the receiving party ("Recipient") that it is confidential within (***) of its communication. Confidential information may only be used by those employees of Recipient who have a need to know such information, and solely for the purposes of performing Recipient’s obligations under this Agreement. Such information will remain confidential for (***) after the date of written disclosure, except that if Customer discloses Agilent Accepted Trade Secret Information to Agilent, the obligations of non-disclosure and non-use herein will survive until such information is no longer Trade Secret Information.

b)“Trade Secret Information” means any information provided by Customer, or any physical or chemical material provided by Customer that contains or otherwise embodies information, including, without limitation, any formula, pattern, compilation, program, device, method, technique, process, nucleic acid sequence, modified nucleotide, synthesis method, algorithm, computer program, script, code or derivatives thereof, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing, that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, another person who can obtain or derive economic value from its disclosure or use; (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and (c) is clearly marked or otherwise identified as a trade secret by Customer. Other than sequence information (which, for the avoidance of doubt the parties acknowledge and agree is Customer’s Agilent Accepted Trade Secret Information), Customer will not disclose Trade Secret Information hereunder unless Customer first notifies Agilent in writing that Customer (i) wishes to disclose Trade Secret Information, (ii) the nature of the Trade Secret Information and (iii) Agilent consents, in writing, to receiving such Trade Secret Information (such information to which Agilent consents to receive, “Agilent Accepted Trade Secret Information”). Agilent may use Agilent Accepted Trade Secret Information only as necessary to enable it to perform its obligations under this Agreement. Agilent will not obtain through improper means or misappropriate Agilent Accepted Trade Secret Information. Agilent shall not disclose or transfer such Agilent Accepted Trade Secret Information, in any form, to any third party and will prevent the unauthorized disclosure or use of Agilent Accepted Trade Secret Information. Agilent will not reverse engineer, decompile, disassemble, or otherwise attempt to derive Agilent Accepted Trade Secret Information. Agilent may disclose Agilent Accepted Trade Secret Information to its directors, officers or employees who need to know Agilent Accepted Trade Secret Information to perform Agilent’s obligations under this Agreement, so long as each of its directors, officers or employees has a legally enforceable obligation to Agilent to comply with provisions no less restrictive than those set forth herein for Agilent Accepted Trade Secret Information and Agilent notifies its directors, officers, and employees who receive Agilent Accepted Trade Secret Information of the existence of Agilent’s obligation to maintain such information as a trade secret and not to use any such Agilent Accepted Trade Secret Information except as expressly permitted under this Agreement. Agilent may not disclose Agilent Accepted Trade Secret Information to its agents, contractors or affiliates. Agilent will be responsible for any breach of this Agreement, including any misappropriation of Agilent Accepted Trade Secret Information, by any of its directors, officers, employees, agents, contractors or Affiliates.

c)This Section imposes no obligation upon a Recipient with respect to confidential information that (a) was in the Recipient's possession before the disclosure. This Section imposes no obligation upon a Recipient with respect to confidential information or Trade Secret Information that (b) is or becomes a matter of public knowledge through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; (d) is independently developed by the Recipient without reference to the Discloser’s confidential information; or (f) is disclosed by the Recipient with the Discloser's prior written approval. In the event of a government request for confidential information or Trade Secret Information received under this Agreement, or if such information is required to be disclosed by law, the Recipient shall immediately inform and cooperate with the Discloser, at the Discloser’s expense, to contest the demand. Unless the demand is timely limited or quashed, the Recipient may thereafter comply with the demand.

c)     The Discloser acknowledges that the Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Discloser’s Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing or having developed for its products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Discloser’s Confidential Information provided that the Recipient does not violate any of its obligations under this Agreement in connection with such development.

12.EXHIBITS

The following exhibits are attached hereto and are incorporated into this Agreement:

a)Microarray Products and Customer Discounts

b)Product Specifications

In the event of any conflict between the terms and conditions of the exhibit mentioned above and the terms and conditions set forth in this Agreement, the latter will govern.

13.GENERAL

a)Either party may assign or transfer this Agreement in its entirety without consent in connection with a merger, reorganization, change of control or ownership, or transfer or sale of assets or product lines, provided that, in the event any such assignment or transfer would result in this Agreement being assigned to a direct competitor of the non-assigning party, the non-assigning party may terminate this Agreement with immediate effect and without liability to the assigning party; provided that any firm orders active as of the closing date of such assignment or transfer, and payment obligations related thereto, will continue to survive any such termination. Customer may not assume this Agreement in connection with any bankruptcy proceedings without Agilent’s written consent.

b)Agilent will store and use the Customer’s personal data strictly in accordance with Agilent's Privacy Statement, available at http://www.agilent.com/go/privacy. Agilent will not sell, rent or lease Customer’s personal data to others.

c)Customer who exports, re-exports, transfers or imports Products, technology or technical data purchased hereunder, assumes responsibility for complying with applicable U.S. and other laws and regulations and for obtaining any required export and import authorizations.    Agilent will provide Customer with all information Customer deems reasonably necessary to enable Customer’s compliance with applicable U.S. and other laws and regulations to obtain any required export and import authorizations with respect to any Products, technology or technical data purchased hereunder. Agilent may terminate this Agreement immediately if Customer is in violation of any applicable laws or regulations.

d)Disputes arising in connection with this Agreement will be governed by the laws of New York, and the courts of New York will have jurisdiction.

e)Neither party's failure to exercise any of its rights under this Agreement will be deemed a waiver or a forfeiture of those rights.

f)Each party will conduct all its activities relating to this Agreement in accordance with the highest standards of ethics and fairness as well as compliance with applicable law, and either party may immediately terminate this Agreement if the other party violates this Section 13f.

g)To the extent that any provision of this Agreement is determined to be illegal or unenforceable in a particular country, the remainder of the Agreement will remain in full force and effect.

h)The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement or to transactions processed under this Agreement.

i)Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility. Agilent shall not be liable for any damages resulting from such usage.

j)In no event may the terms of this Agreement be publicly disclosed by either party without the other party’s prior written consent. In addition, neither party may issue any press releases related to this Agreement without the other party’s prior written consent.

k)Except for Customer’s payment obligations, neither party will be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by any event beyond such party’s reasonable control, including without limitation, fire, flood, explosion, unavailability or utilities or raw materials, labor difficulties, war, riot, act of God, export control regulation, or other laws or regulations, action or failure to act of any governmental authority, or any judgment, injunction or order of a court, administrative agency or regulatory authority having the effect of preventing or adversely affecting either party’s performance under this Agreement.

l)The parties shall issue a mutually agreed upon joint press release.

m)This Agreement constitutes the entire understanding between Agilent and Customer, and supersedes any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Neither party's additional or different terms and conditions will apply. This Agreement may not be changed except by an amendment signed by an authorized representative of each party.

n)All notices that are required under this Agreement must be in writing and will be considered given as of forty-eight (48) hours after receipt if sent by electronic means, overnight courier, or hand delivery, or as of five (5) days of receipt if sent by certified mailing and appropriately addressed as follows:

Customer:	Agilent:
SomaLogic, Inc.	Agilent Technologies, Inc.
2945 Wilderness Pl.	5301 Stevens Creek Blvd.
Boulder, CO 80301	Santa Clara, CA 95051
Attn: Chief Legal Officer	Attn: Legal Dept., Contracts

IN WITNESS WHEREOF, the parties have duly executed this Agreement effective as of the date indicated above:

AGREED TO:		AGREED TO:
SomaLogic:	/s/ Matt Norkunas	Agilent:	/s/ Sam Raha
Name:	Matt Norkunas	Name:	Sam Raha
Title:	Chief Financial Officer	Title:	President, DGG
Address:	2945 Wilderness Pl.	Address:	5301 Stevens Creek Blvd.
	Boulder, CO 80301		Santa Clara, CA 95051

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL

FIRST AMENDMENT TO LSG MICROARRAY SUPPLY AGREEMENT

This First Amendment to LSG Microarray Supply Agreement (“First Amendment”), effective on the date of last signature below (the “Amendment Date”), is by and between Agilent Technologies, Inc. (“Agilent”) and SomaLogic Operating Co., Inc. (formerly known as SomaLogic, Inc.) (“Customer”) (collectively, the “Parties”) and is intended to amend certain terms of the LSG Microarray Supply Agreement, dated April 8, 2019, between the Parties (the “Agreement”). All capitalized terms used but not otherwise defined herein have the meanings set forth in the Agreement.

By this First Amendment, the Parties wish to amend certain terms of the Agreement to permit Customer to incorporate Products purchased by Customer into Test Kits (as that term is defined herein) for sale to SomaScan Clients (as that term is defined herein) to enable such SomaScan Clients to perform research services for RUO Applications (as that term is defined herein) in accordance with this First Amendment.

The Parties agree as follows:

1.Definitions. The following capitalized terms have the following meanings and are added to the first paragraph of the Agreement:

•“Cumulative Sample Volume” means the cumulative total of sub-arrays invoiced per sales order delivery across all microarray formats.

•“RUO Application” means (***).

•“SomaScan Client” means a third party laboratory that purchases Test Kits from Customer pursuant to the terms of a written agreement between such third party laboratory and Customer made pursuant to the terms of this Agreement.

•“Test Kit” means Customer’s assay kit containing the Product, Customer’s proprietary reagents, and other reagents for use in RUO Applications.

2.Scope. Section 1(a) of the Agreement (SCOPE) is amended and restated in its entirety as follows:

“Subject to the terms of this Agreement, Agilent will supply Products to Customer for: (1) Customer’s use of the Products (i) to provide DNA microarray services to its customers and collaborators, and (ii) for internal research and development; and (2) sale by Customer to SomaScan Clients as an integral part of Test Kits for RUO Applications.”

3.Customer Responsibilities. The following sections are added to the Agreement as new Sections 3(s) to 3(z):

“(s) Customer shall: (i) at its own expense, create and develop a market for and promote the sale of Test Kits; (ii) flow down to SomaScan Clients the same restrictions regarding use of the Products as set forth in this Agreement; (iii) adhere to all written standards and guidelines provided by Agilent with regard to responsibilities for OEM suppliers of Agilent Products; and (iv) use all information of any kind or nature provided by Agilent exclusively for the purposes of the promotion, sale, distribution and service of Products, as incorporated in Test Kits.

(t) Customer shall comply with the highest standards of ethics and fairness, including but not limited to Agilent’s Channel Partner Standards of Business Conducts, and the AdvaMed Code of Ethics on Interactions with Health Care Professionals (which Agilent has adopted) as well as all applicable laws and regulations in performing its obligations under this Agreement, including but not limited to compliance with the Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “Act”) and the U.S. Anti-Kickback Statute (42 U.S.C. 1320a-7b) and neither Customer, nor any of its directors, officers, employees, sub-resellers or agents will make or offer to make any payment or gift directly or indirectly to any third party, including any employee, officer or representative of any governmental entity or instrumentality or to any foreign political party, or candidate, save that gifts of a nominal value which comply with all applicable laws, regulations, code of ethics, the policy of the recipient and the CSBC, and are not given to influence any commercial or official decision may be permitted. Any violation of this clause will be deemed justification by Agilent for immediate termination of the Agreement.

(u) Customer acknowledges its awareness of the export control laws and agrees to comply with all applicable export control laws and regulations of the United States and the territories where Customer operates and any information

necessary for the development, production or use of a Product which takes the form of technical data or technical assistance ("Technology"). Unless otherwise agreed to by Agilent and Customer, Customer assumes responsibility for complying with all applicable laws and regulations of the territories to which Customer imports Products and Technology and for obtaining any import authorizations required by the appropriate governments within such territories.

(v) Customer expressly agrees not to sell or otherwise transfer Products (including Products incorporated into Test Kits) or Technology to companies or persons on the Denied Parties List and Specially Designated Nationals and Blocked Persons List, and to any other prohibited parties set forth on a list published by the U.S. Government (collectively "Lists of Designated Parties"). It is Customer’s responsibility to inform all of its subsidiaries, plants, branches or sister companies, sub-resellers and subcontractors, whether or not included in this Agreement, of these restrictions. It is also the responsibility of Customer to obtain updated Lists of Designated Parties from the U.S. Government. This clause also restricts sales to countries that are listed as embargoed by the US government. Further information on restricted destinations can be obtained from https://www.bis.doc.gov. This provision should be read independent of any other provision under this agreement or any exhibit attached hereto.

(w) Customer may not engage sub-resellers to resell Products or Test Kits.

(x) Agilent and Customer hereby agree that Customer’s failure to comply with any of the obligations set out in Sections 3(s)-(w) will constitute a breach of this Agreement entitling Agilent to terminate this Agreement pursuant to the “Term and Termination” Section of this Agreement.”

4.Trademarks. The following sections are added to the Agreement as new Sections 5(e) to 5(g):

“(e) Customer will not remove, alter, modify or tamper with serial or identification numbers, labels, trademarks or other proprietary marks or trade-identifying symbols from Products as sold by Agilent under this Agreement.

(f) Customer will have the sole and exclusive right in its sole discretion to bring legal actions for trademark infringement with respect to any Agilent trademarks. Customer will assist Agilent in such legal proceedings and notify Agilent promptly of any trademark or patent infringements of which it has knowledge.

(g) The Products, as part of the Test Kits, will be labeled as follows: (i) each slide will bear the Agilent label and/or trademark; (ii) each slide holder (orange slide box) will bear Agilent’s trademark; (iii) each pouch will bear Agilent’s trademark; and (iv) each outer box will bear Customer’s trademark only unless otherwise agreed by the Parties. For clarity, Customer shall remove the boxes containing the Products from Agilent’s shipping box, and place such boxes containing the Products in a separate Customer branded box for shipment to Customer’s end- user customers.”

5.Regulatory Requirements. The following sections are added to the Agreement as new Sections 7(c) to 7(g):

“(c) Customer is required to maintain records of all documentation that is relevant to conduct its business under this Agreement for a period of five (5) years from the date of sale of Products and Test Kits. Such records shall also include details of customer purchases, including the SomaScan Client’s name, address, date of sale, serial numbers; and any other relevant information to enable Customer to notify SomaScan Clients of relevant safety information.

(d) Customer recognizes that Agilent may be required to provide information to the US Government and/or others regarding the identity of purchasers of Products and/or Test Kits. Upon Agilent’s request and subject to applicable laws, Agilent will have the right to receive immediately copies of all records and lists pertaining to the sale of Products and Test Kits.

(e) Agilent may, at its sole discretion, upon giving adequate notice to Customer of its intention to do so, engage Agilent employees or an independent auditor, for the purpose of verifying the fulfillment of Customer’s obligations under this Agreement, including but not limited to declarations under the Agilent CSBC (Channel Partner Standards of Business Conduct) as well as any marketing program terms and conditions. Agilent may from time to time, give notice to Customer of its intention to verify and audit Customer’s compliance with the Agreement. Customer will make reasonable efforts to provide Agilent or its designated auditor with prompt access, through mutually agreed upon means, to records as well as all documents pertaining to Agilent’s business and other records relating to the sale of Products.

(f) The Parties may agree upon a Confidential Disclosure Agreement to cover such an audit and compliance review. Any violation found through such an audit may result in immediate termination of this Agreement notwithstanding other legal remedies that may be available to Agilent at that time.

(g) Each of Agilent and Customer agrees that it will comply with applicable data protection laws, regulations and codes of practice. Agilent will store and use Customer’s personal data in accordance with Agilent’s Privacy Statement, available at www.agilent.com/go/privacy. Customer will ensure that it obtains adequate customer consents, so that it may lawfully share its customer personal data with Agilent as necessary for the purposes of this Agreement.

6.Pricing. Exhibit A to the Agreement (AGILENT PRODUCTS AND DISCOUNTS) is amended and restated in its entirety as set forth in Attachment 1 to this Addendum.

7.Term. Section 10(a) of the Agreement (TERM AND TERMINATION) is amended and restated in its entirety as follows:

“This Agreement will remain in effect through and including April 8, 2025 (the “Term”). Prior to the expiration of the Agreement, the parties may agree to a renewal term of up to two (2) additional years. Volume Targets and exhibits will be reviewed and revised as appropriate prior to any such renewal. Annual List Price increases shall not exceed (***).”

8.Continuing Effect. Except as specifically amended by this First Amendment, all terms and conditions of the Agreement will continue in full force and effect during the Term of the Agreement.

IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed by their respective duly authorized representatives as of the Amendment Date.

Agilent Technologies, Inc.		SomaLogic Operating Co., Inc.
By:	/s/ Kevin Meldrum	By:	/s/ Amy Graves
Name:	Kevin Keldrum	Name:	Amy Graves
Title:	VP and GM, Genomics	Title:	SVP, Finance

Attachment 1

(***)

EX-10.35

Exhibit 10.35

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE SUCH INFORMATION IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL

CATALOG PRODUCT SUPPLY AGREEMENT- OEM RESALE

(GE Healthcare Life Sciences Catalog Product)

1. GEHC GE Healthcare Bio-Sciences Corp. 100 Results Way Marlborough, MA 01752 ("GEHC")				2. PURCHASER Somalogic Inc. 2945 Wilderness Place Boulder, CO 80301 ("Purchaser")
3. PRODUCT				4. COMBINATION PRODUCT
	PRODUCT	CODE	UNIT SIZE	Biomarker Assay Kit
	Streptavidin Mag Sepharose	29098684	(***)
5. MINIMUM PURCHASE REQUIREMENT Annual Minimum Purchase Requirement of (***).				6. FIELD Life sciences research and in-vitro clinical diagnostic uses but excluding any use in the production of biotherapeutics and any in-vivo applications
7. LICENSED TRADEMARKS NONE				8. TERRITORY Worldwide
9. EFFECTIVE DATE AND TERM Effective Date: August 15, 2017 Expiration Date: December 31, 2020 The parties may mutually agree to extend this Agreement for (***) after the expiration of the initial term by providing at least (***) prior written notice for each such additional term.

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the Effective Date as set forth in Section 9 above.

GE HEALTHCARE BIO-SCIENCES CORP.		SOMALOGIC INC.
Name:	Liz Kasberg	Name:	Matt Norkunas
Title:	GM Consumables North America	Title:	Chief Financial Officer
Date:	Sep 8, 2017	Date:	Sep 1, 2017

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1.Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by or is under common control with a party, for so long as such control continues. For the purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the controlled entity, whether through the ownership of voting securities, partnership, other ownership interests, by contract or otherwise.

"Combination Product" means the product listed on Box 4, Page 1 that conforms to quality and workmanship standards and incorporates the Product.

"Confidential Information" means, with respect to a party (the "Disclosing Party"), subject to the exceptions set forth herein, any non-public information of a confidential and proprietary or secret nature, in whatever form or media, relating to such party or any of its Affiliates or their respective businesses or operations, whether or not technical in nature and whether or not the information has been provided or disclosed to the other party (the "Recipient") prior to or after the date of this Agreement (together with any notes, summaries, reports, analyses or other material derived by the Recipient of such information or its Representatives that contain or otherwise reflect such information) that is

(a) in writing and clearly marked or identified as confidential at the time of disclosure or, if disclosed orally or visually, identified as confidential at the time of disclosure and then reduced to writing, marked confidential, and provided to the Recipient within thirty (30) days after disclosure; or (b) under conditions or is of such a nature that should reasonably be understood to be confidential to the Disclosing Party. Such information shall include, without limitation: (i) the existence and terms of this Agreement; (ii) information of technical or scientific nature relating to or concerning know how, technical data, computer programs and systems. designs, data bases, inventions, manufacturing or engineering techniques and procedures, equipment. materials, product designs and specifications, test and quality assurance procedures, research and research projects, and plans for future development; (iii) information of business nature, including without limitation trade secrets, prices of the Product and any other pricing information, sales data, customer lists and other information related to customers, customer purchase history, marketing or sales plans, distribution details. product plans. business strategies, costs, profits, formulae, markets, information related to suppliers, customers, agents and/or consultants and information relating to employees, and training methods; (iv) all information that is designated as "confidential" or "proprietary" by the Disclosing Party at the time of disclosure; and (v) information entrusted to a party or any of its Affiliates by any third party on a confidential basis and identified as such by the Disclosing Party at the time of disclosure.

"End User" means an individual or entity that purchases a Combination Product solely for its internal use and not for resale.

"Field" means the field of use set forth in Box 6, Page 1.

"Intellectual Property Rights" means all worldwide (i) inventions, whether or not patentable; (ii) patents and patent applications; (iii) trademarks, service marks. trade dress. logos. internet domain names and trade names, whether or not registered, and all goodwill associated therewith, (including the Trademarks); (iv) copyrights and related rights, whether or not registered; (v) computer software, data, databases, files and documentation and other materials related thereto; (vi) trade secrets and confidential, technical and business information; (vii) all rights therein provided by bilateral or international treaties or conventions; and (viii) all rights to sue or recover and retain damages and costs and attorney's fees for past. present and future infringement or misappropriation of any of the foregoing.

"Minimum Purchase Requirement" means Purchaser's minimum purchase obligation in each calendar year as set forth in Box 5, Page 1.

"Permitted Affiliate" means an Affiliate of Purchaser that is permitted to sell Product solely in connection with Combination Product under the terms and conditions of this Agreement; provided that, (i) each such Affiliate has agreed in writing to comply with the terms of this Agreement and all applicable law, including all export. anti-money laundering and restricted country treaties, statutes, or other relevant laws or regulations and (ii) Purchaser shall cause such Affiliate to stop selling Product without undue delay upon written notice from GEHC.

"Permitted Distributor" means a third party that has a valid and existing agreement with Purchaser that permits such third party to sell Combination Product; provided that. (i) such third party has agreed in writing to comply with the terms of this Agreement and all applicable law, including all export, anti-money laundering and restricted country treaties. statutes. or other relevant laws or regulations and (ii) Purchaser shall cause such third party to stop selling Product without undue delay upon written notice from GEHC.

"Product" means the product set forth in Box 3, Page 1. and which. pursuant to the terms of this Agreement. will be incorporated into and sold as a part of the Combination Product.

"Representative" means a director. officer. employee. consultant or agent of a party when acting on that party's behalf. "Territory" means those jurisdictions set forth in Box 8, Page 1.

"Trademarks" means mean all trademarks. service marks. logos. internet domain names and trade names. whether or not registered, and all goodwill associated therewith. associated or used in connection with the Product (including, without limitation, "GE," "GECH,"

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"General Electric", "Amersham", and "Whatman") together with all other trade dress. labels. designs. markings, notices or other means of identification which are part of or applied to any Product or its packaging.

For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires: (a) the use herein of the plural shall include the single and vice versa and the use of the masculine shall include the feminine; (bl the use of the term "including" or "includes" means "including [includes) but [isl not limited to";

(c) the words "herein," "hereof," "hereunder," and other words of similar import refer to this Agreement as a whole and not to any particular provision. Additional terms may be defined throughout this Agreement.

2.Supply of Product; Limitations

2.1Subject to the terms and conditions of this Agreement, GEHC hereby appoints Purchaser. and Purchaser hereby accepts the appointment, as a non-exclusive re-seller of the Product, without modification, solely as part of the Combination Product to End Users within the Field in the Territory.

2.2Pursuant to Section 2.1, Purchaser may sell Combination Product incorporating Product through its Permitted Affiliates or Permitted Distributors; provided that (i) Purchaser shall be fully responsible and liable for the acts and/or omissions of any Permitted Affiliate or Permitted Distributor and (ii) Purchaser shall cause each Permitted Affiliate and Permitted Distributor to fully comply with the terms and conditions of this Agreement.

2.3GEHC shall not have any obligation to sell or provide Product to any Affiliate of Purchaser that is a competitor of GEHC.

2.4Purchaser acknowledges that in the performance of this Agreement one or more Affiliates of GEHC may manufacture. sell and/or deliver the Product purchased hereunder.

3.Rights and Limitations

3.1No right or license is granted to Purchaser or any Permitted Affiliates to use the Product for any purpose other than as expressly provided herein. In no event shall Purchaser, its Permitted Affiliates or Permitted Distributors (i) sell. offer for sale or otherwise distribute Product as a stand-alone product or in connection with any product other than the Combination Product; (ii) sell. offer for sale or otherwise distribute Product for use outside the Field; or (iii) alter. modify, reverse engineer, decompile, disassemble, deconstruct, improve or otherwise the Product or create any derivative works based upon Product.

3.2Unless otherwise agreed to by the parties in writing, Purchaser will ensure that all sales of Product shall be to End Users and will be expressly conditional upon such End User's written agreement not to make. have made. modify, sell, re-sell or otherwise transfer or distribute Product in any manner or by any means, on a stand-alone basis or as part of an assembly or system.

3.3All rights not expressly granted by GEHC hereunder are reserved to GEHC. Without limiting the generality of the foregoing, GEHC and Purchaser expressly acknowledge that nothing contained herein shall be construed or interpreted as a grant, by implication or otherwise, of any rights other than the limited right expressly granted in Section 2.1, either expressly, by implication or by estoppel.

3.4Notwithstanding anything herein to the contrary, GEHC reserves the right to: (i) make, use and sell Product for itself, and to grant licenses to others in respect thereof, for any purpose whatsoever; and (ii) sell, offer for sale and/or have sold, either by itself, its Affiliates or any other person or entity, the Product on a stand-alone basis or in combination with other products, instruments or devices.

3.5Subject to Section 3.l(iii). in the event Purchaser, its Permitted Affiliate or Permitted Distributor creates or discovers any intellectual property (whether patentable or not) arising from use of the Product, Purchaser will promptly notify GEHC in writing of such intellectual property and will grant to GEHC an option to a world-wide non-exclusive license, with the right to sublicense, to any such intellectual property, discovery or invention (whether patentable or not) upon reasonable business terms and conditions to be negotiated in good faith by the parties.

4.Change Control

4.1.Notwithstanding anything to the contrary contained in this Agreement, GEHC reserves the right. in its sole discretion, without incurring any liability to Purchaser, its Permitted Affiliates or Permitted Distributors, exercisable upon written notice to Purchaser to (i) alter the specifications for any Product; (ii) discontinue the manufacture, purchase or sale of any Product; or (iii) commence the manufacture and/or sale of new Product having features that make any Product wholly or partially obsolete. The receipt by Purchaser of notice from GEHC discontinuing the manufacture or sale of any Product shall be deemed an amendment to the product specifications included in GEHC's product catalog. Sufficient notice shall include via GEHC's website, electronic mail, fax or letter. GEHC's Change Control Notification Process and Discontinuation Notification Policy are in Exhibit A attached hereto.

Notwithstanding the foregoing paragraph, Purchaser reserves the right to terminate this contract for cause in accordance with Section 14.2 with no penalty, if (a) the form, fit or function of the Product changes and, in Purchaser's reasonable judgment, thereby renders the Product incompatible with Purchaser's products or services or adversely affects Purchaser's ability to perform its services or produce or sell its products, and (bl after a good faith effort, GEHC does not yield an acceptable resolution during the

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cure period as provided in Section 14.2. For the avoidance of doubt, if the conditions under (al and (bl of this paragraph are met, GEHC will be deemed to have failed to perform a material obligation under this Agreement and Purchaser may assert its rights and available remedies.

4.2.GEHC shall use reasonable efforts to fill all pending orders (if any) from Purchaser (and its Permitted Affiliates) for any such altered or discontinued Product that has been accepted by GEHC, but not yet shipped, on the date GEHC gives notice pursuant to Section 4.1. In the event the Product is substantially altered or discontinued, Purchaser may, within sixty (60) days aft I receipt of notice from GEHC. submit a final purchase order for the Product in a quantity up to and including the quantity needed to satisfy the first six (6) months of the most recent forecast under Section 5.14, which GEHC shall accept and fulfill under the terms and conditions of this Agreement.

5.Ordering; Delivery; Forecasts

5.1.Purchaser (directly or through a Permitted Affiliate) will order Product from GEHC under the terms and conditions of sale contained in this Agreement. Only Purchaser and its Permitted Affiliates may submit a purchase order to GEHC for Product. When used in this Section 5, "Purchaser" shall mean Purchaser and its Permitted Affiliates.

5.1.1GEHC shall not have any obligation to sell or provide Product to any Permitted Affiliate that is or becomes a competitor of GEHC, either directly or indirectly.

5.1.2Purchaser acknowledges that this Agreement covers the purchase of Product by Purchaser and its Affiliates within the Territory only.

5.2.Each time Purchaser wishes to purchase Product from GEHC, it shall submit a purchase order to GEHC. Such purchase orders shall be submitted in writing by means and in a form as specified from time to time by GEHC. Each purchase order shall specify (i) the purchase order number; (ii) the catalog number of Product; (iii) the quantities of Product ordered; and (iv) the shipping address.

5.3.Upon receipt of a purchase order in accordance with this Agreement, GEHC shall endeavor to sell to Purchaser, on a non-exclusive basis, the Product covered by such purchase order out of GEHC's available inventory at such time. All purchase orders are subject to (i) GEHC's on-going credit review and approval and (ii) GEHC's on-going determination that Purchaser and the proposed purchase order comply with all applicable laws and regulations.

5.4.Purchase orders from Purchaser to GEHC shall be placed through GEHC's customer service in the region for which the purchase order has been placed (i.e. Purchaser's orders for the United States shall be through GEHC's US customer service. Purchaser's orders for the United Kingdom shall be through GEHC's customer service covering the United Kingdom, etc.). GEHC shall have no obligation to fulfill orders placed in the wrong region.

5.5.In the event that any terms or conditions in a purchase order conflict with, or are in addition to, the terms and conditions of this Agreement. the terms and conditions of this Agreement shall control and such conflicting or additional terms in purchase order shall have no force or effect. No modification or waiver of the terms of this Agreement will be effective unless in writing explicitly amending this Agreement and signed by an authorized representative of each Party. Orders will be deemed accepted by GEHC upon Purchaser's receipt of GEHC's order confirmation with any modifications to requested quantities or delivery dates on Purchaser's purchase order made by GEHC on the front of the order confirmation as the final agreement between GEHC and Purchaser.

5.6.GEHC will select the method of shipment and the carrier to be used for shipment of Product ordered hereunder. All Product shipped hereunder shall be delivered FOB destination (UCC) in the United States. Puerto Rico and Canada. and CIP destination (lncoterms 2010) in any other country. It is hereby agreed that EXW and DDP delivery terms are not supported by GEHC. Partial deliveries of Product hereunder shall be permitted.

5.7.Risk of loss and full legal and equitable interest and title in and to Product shall pass to Purchaser upon delivery to the common carrier. GEHC will not be responsible for any loss or damage to Product following delivery to the common carrier.

5.8.Product cannot be returned without prior written authorization by GEHC. Except for Product returned pursuant to Sections 5.10 and 12.4, a fee may.be applied to shipments returned for exchange or credit.

5.9.GEHC will use all reasonable endeavors to avoid delay in delivery on the notified delivery dates. Failure to deliver by the specified date will not be a sufficient cause for cancellation. nor will GEHC be liable for any direct, indirect, consequential or economic loss due to delay in delivery.

5.10.Purchaser shall notify GEHC within five (5) business days in writing of any short delivery or defects reasonably discoverable on careful examination. GEHC's sole obligation shall be, at its option, (i) in the case of defective Product, to replace, repair or provide Purchaser with a refund for such Product, in accordance with Section 12.4 or (ii) in the case of short delivery, refund the purchase price actually paid for any undelivered Product.

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5.11.If Purchaser fails to accept delivery of any Product within ten (10) business days after receiving notice from GEHC that Product are ready for delivery, GEHC may dispose of or store such Product at Purchaser's expense.

5.12.Where delivery of any Product requires an export license or other authorization before shipment. GEHC shall not be responsible for such license or authorization, or any loss, liability, fee or expense in any way connected thereto.

5.13.Each full calendar year during the term of this Agreement. commencing on January 1, 2018, Purchaser shall have the obligation to purchase the Minimum Purchase Requirement and, for any partial calendar years during the term beginning on the first day of the calendar month, Purchaser shall have the obligation to purchase a prorated Minimum Purchase Requirement calculated monthly. If Purchaser fails to purchase the Minimum Purchase Requirement in any applicable calendar year set forth, then following the conclusion of such period, GEHC shall submit an invoice to Purchaser for the amount by which the Minimum Purchase Requirement in such period exceeds the aggregate value of all purchases of Product made by Purchaser during such period, and Purchaser shall be responsible for making up the shortfall. Purchaser may place a purchase order for Product to cover such shortfall, or Purchaser may satisfy the shortfall by paying the invoice.

5.14.Purchaser agrees that, each calendar month, it will provide GEHC with its forecast of the quantity and required delivery date of the Product that Purchaser will require to purchase from GEHC during the twelve (12) following months. The first six (6) months of each such forecast shall be binding on Purchaser and the six (6) following months shall be non-binding. Notwithstanding the provisions of Section 4.1. GEHC agrees that it will supply Purchaser with the quantity of the Product that Purchaser is bound to purchase during the six (6) month period following each monthly forecast. For clarification. no Product will be shipped to Purchaser until a relevant purchase order is received and accepted by GEHC as set forth herein, unless the Minimum Purchase Requirement has not been properly ordered on or before October 1 of the relevant calendar year. In such event, if prepared to do so, GEHC may ship Product to meet the Minimum Purchase Requirement so that delivery is within the then-current year. If Purchaser's actual needs for Product exceeds the binding forecast, GEHC shall use commercially reasonable efforts to supply Purchaser with the excess Product. but shall bear no liability to Purchaser if GEHC cannot supply such excess quantity.

6.Pricing; Payments

6.1.Pricing for Product through (***) shall be in accordance with Exhibit B attached hereto. In the event GEHC increases the price for subsequent years, Purchaser shall be notified of such increase no less than (***). Purchaser will timely pay the purchase price in accordance with the terms set forth herein.

6.2.All payments hereunder shall be due and payable to GEHC (***).

6.3.All payments due and payable by Purchaser to GEHC under this Agreement are exclusive of any Value Added Tax ("VAT"), sales and use tax;·goods and services tax and similar indirect taxes. In the event that any VAT, sales and use tax, goods and services tax and similar indirect taxes are properly due under any applicable law, regulation or otherwise. this shall be charged by GEHC in addition to any other payments due hereunder and shall be payable by Purchaser on receipt of a valid invoice issued by GEHC, unless Purchaser provides GEHC with valid exemption documentation allowing GEHC not to charge the relevant indirect taxes. In addition and in the case of US domestic transactions only (i) in the event GEHC is assessed taxes. interest and penalty by any taxing authority, Purchaser agrees to reimburse GEHC for any such taxes. including any interest or penalty assessed thereon; and (ii) each party is responsible for any personal property or real estate taxes on property that the party owns or leases, for franchise and privilege taxes on its business, and for taxes based on its net income or gross receipts.

6.4.The price payable by Purchaser for Product hereunder does not include the cost of handling, freight. shipping, packaging of Product. charges, levies. duties, assessments and other fees of any kind imposed by any governmental authority, or the cost of insurance from the time the Product leaves GEHC's premises. Such costs shall be invoiced to Purchaser who shall pay such costs together with the prices hereunder.

7.Records and Audits

7.1.Purchaser shall at all times during the term of this Agreement, and for a period of five (5) years thereafter, keep true and accurate records relating to its sale of Combination Product in sufficient detail to enable GEHC to determine Purchaser's, its Permitted Affiliates' and Permitted Distributors' compliance with this Agreement. Such records shall also include full-lot traceability by product serial number to enable GEHC to identify all End Users of the Combination Product sold by Purchaser, its Permitted Affiliates and Permitted Distributors. In the event that GEHC is required to, or determines in its sole discretion to, conduct a product recall or withdrawal of the Product, Purchaser will cooperate with GEHC in connection with such recall or withdrawal.

7.2.GEHC shall have the right at its own expense, to appoint an independent auditor reasonably acceptable to Purchaser to review Purchaser's and/or its Permitted Affiliates' records that are necessary to verify compliance with this Agreement. For avoidance of doubt. the scope of such audit shall include all records required to be maintained under Section 7.1. Such audits shall be performed upon reasonable advance notice during normal business hours and may not be called for more frequently than once in any calendar year. The foregoing restriction is hereby waived by if any such audit reveals that Purchaser, its Permitted Affiliate or Permitted Distributor has failed to comply with the terms and conditions of this Agreement.

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8.Trademark

8.1Purchaser shall have no right to use any Trademarks in connection with Combination Product whatsoever.

8.2Purchaser acknowledges and agrees that:

8.2.1GEHC and/or its Affiliates own all Trademarks;

8.2.2It is not contemplated that Purchaser will acquire any rights in the Trademarks, but in all cases, any rights Purchaser may acquire in any Trademark shall be assigned to GEHC or its designee absolutely and Purchaser agrees to enter into any and all documents necessary to effectuate such assignment; and

8.2.4Purchaser does not have any rights or any title whatsoever in or to GEHC's technology, trade name or in or to any of the Trademarks.

9.Other Proprietary Rights; Infringement

9.1.All right, title and interest worldwide in the Intellectual Property Rights in or associated with the Product shall at all times remain vested solely and exclusively in GEHC and its Affiliates.

10.Compliance

10.1.Purchaser represents and warrants that it shall comply with all applicable laws and regulations in connection with the sale and use of Combination Product, including, without limitation all applicable laws and regulations issued by the country of origin, the U.S. government, the United Nations or other similar international organization regarding export and/or import of Product as part of Combination Product.

10.2.Purchaser shall not pay, offer or promise to pay, or authorize the payment directly or indirectly through any person or firm, anything of value (in the form of compensation, gift, contribution or otherwise) to:

10.2.1any person or firm employed by or acting for or on behalf of any customer, whether private or governmental, for the purpose of inducing or rewarding any favorable action by the customer in any commercial transaction or in any governmental matter; or

10.2.2any governmental official, political party or official of such party, or any candidate for political office, for the purpose of inducing or rewarding favorable action or the exercise of influence by such official, party or candidate in any commercial transaction or in any governmental matter.

11.Confidentiality

11.1.During the term of this Agreement and a period of five (5) years thereafter, Purchaser and GEHC agree to keep confidential and not to disclose any Confidential Information of or about the other party to a third party and not to use such Confidential Information other than for the purpose of this Agreement.

11.2.The undertakings of non-disclosure and non-use in this Section shall not apply to:

11.2.1Information that at the time of disclosure or subsequently is published or otherwise generally available to the public other than through any act or omission on the part of the recipient party; or

11.2.2Information that was in the possession of the recipient party at the time of disclosure, as evidenced by the recipient party's written records; or

11.2.3Information acquired from a third party who has the lawful right to make such disclosure as evidenced by the recipient party's written records; or

11.2.4Information that is independently developed by the recipient party without reference to or use of the materials comprising, or reverse engineering involving, the Confidential Information disclosed under this Agreement as evidenced by the recipient party's written records; or

11.2.5Information that is required to be disclosed by the recipient party pursuant to a legally enforceable order, direction or other regulation but any such disclosure shall be only so far as necessary to give effect thereto.

11.3Each party shall exercise all reasonable precautions to prevent the disclosure of Confidential Information of a Disclosing Party by its employees or representatives, and in any event shall maintain with respect to such Confidential Information a standard of care which is no less than that standard which the Recipient maintains to prevent the disclosure of its own confidential information.

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11.4Upon termination of this Agreement at the written request of a Disclosing Party, Recipient agrees to destroy or return at once to the Disclosing Party, without copying, except for a single record copy of the Confidential Information kept solely for the purpose of ascertaining the Recipient's rights and obligations in the event of a dispute hereunder, all originals and copies of all materials (other than this Agreement) containing any Confidential Information of the Disclosing Party, but the Recipient will not be obligated to search files on routine computer system backup tapes, disks, or other backup storage devices as long as such files are not used, disclosed, or otherwise recovered from such backup devices.

12.Warranty; Disclaimer

12.1Each party warrants and represents to the other that:

12.1.1The execution, delivery and performance of this Agreement by it does not conflict with or contravene its certificate of incorporation or by-laws, nor will the execution, delivery or performance of this Agreement by it conflict with or result in a breach of, or entitle any party thereto to terminate, any agreement or instrument to which it is a party, or by which any of its assets or properties is bound.

12.1.2This Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding agreement of such party, enforceable against it in accordance with its terms.

12.1.3.It has the legal right and authority to enter into and perform its obligations under this Agreement.

1i2Purchaser shall not do any act or fail to do any act, if such act or failure to act would materially harm GEHC, including without limitation, misrepresent, misuse or misapply the Product. Each warranty given by GEHC in this Section 12 is given solely to, and may only be relied upon by, Purchaser and shall not extend to any End User, subsequent purchaser, transferee or assignee of any Product.

12.3Purchaser shall be fully and exclusively responsible for all warranties given to End Users, whether or not such warranties are greater than or in addition to the express warranties set forth in Section 12.4 of this Agreement. Purchaser agrees to indemnify, defend and hold harmless GEHC and its Affiliates and Representatives from and against any and all claims by any person, whether or not such person is an End User, arising from, relating to, or in connection with any warranty given by Purchaser, whether express or implied.

12.4GEHC warrants that the Product provided hereunder will substantially conform to the specifications included in GEHC's product catalog at the time of shipment. All warranty claims on Product must be made within ninety (90) days of Purchaser's and/or the relevant Permitted Affiliate's receipt of the Product. GEHC's sole liability and Purchaser's exclusive remedy for a breach of this warranty is limited to repair of, replacement of, or refund of the purchase price actually paid by Purchaser for such Product, at the sole option of GEHC.

12.5EXCEPT AS EXPRESSLY PROVIDED HEREIN, GEHC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY (INCLUDING WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS) AS TO ANY MATTER WHATSOEVER. PURCHASER SHALL NOT HAVE THE RIGHT TO MAKE OR EXTEND, AND SHALL TAKE REASONABLE MEASURES TO ENSURE THAT NEITHER IT, ITS EMPLOYEES NOR ANY PERMITTED AFFILIATE MAKE ANY SUCH WARRANTY OR REPRESENTATION ON BEHALF OF GEHC TO ANY END USER OR OTHER THIRD PARTY.

12.6Notwithstanding anything to the contrary herein, GEHC shall have no liability under the warranties contained in this Section 12 arising from: (i) the use of the Product in combination with any software, tools, hardware, equipment, supplies, accessories or any other materials or services not furnished by GEHC or recommended in writing by GEHC other than as a Combination Product; (ii) fair wear and tear or; (iii) fraud, willful damage or negligence of Purchaser or any of its Permitted Affiliates or Representatives; (iv) shipping, storage or working conditions after GEHC's delivery of the Product to the common carrier; (v) failure to follow GEHC's use restrictions, recommendations or instructions; (vi) any alteration, modification, repair or enhancement of the Product by Purchaser or any third party, without GEHC's prior written consent; (vii) any misuse of the Product or Purchaser's use of the Product not in accordance with Specifications; (viii) any allegation that Purchaser's use of Product infringes the Intellectual Property Rights of any other Person; (ix) any Product damaged or lost as a result of a force majeure event; or (x) any Product, if the price payable for such Product has not been paid in full in accordance with the terms of this Agreement.

13.Indemnity

13.1Purchaser agrees to indemnify, defend and hold harmless GEHC, its Affiliates, customers, successors and assigns, as well as each of their respective directors, officers, shareholders, employees and advisors (collectively, the "GEHC lndemnitees"), from and against any and all claims, demands, losses, liabilities, expenses, or damages (including investigative costs, court costs and attorneys' fees) that any GEHC lndemnitee may suffer, pay, or incur as a result of, or in connection with:

13.1.1any breach by Purchaser, its Permitted Affiliates, Permitted Distributors, employees or agents of any of Purchaser's obligations or representations and warranties set forth in this Agreement;

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13.1.2any fraud, gross negligence or intentional misconduct by Purchaser, its Permitted Affiliates, Permitted Distributors, employees or agents in connection with this Agreement

13.1.3any claims (including, without limitation, claims of infringement or alleged infringement, death, personal injury, illness or property damage) arising out of the exploitation of the rights granted under this Agreement or otherwise arising out of use, sale or distribution of the Product or Combination Product by Purchaser, its Permitted Affiliates, Permitted Distributors, employees or agents hereunder; or

13.1.4representations, warranties or statements made by Purchaser, its Permitted Affiliates, Permitted Distributors, employees or agents in regard to the Product, which are not specifically authorized by GEHC herein or otherwise in writing.

13.2GEHC shall promptly notify Purchaser in writing of any and all such claims for which it seeks indemnification hereunder.

14.Term and Termination

14.1Unless otherwise terminated as provided for in this Agreement, this Agreement shall become effective as of the Effective Date indicated in Box 9, Page 1 and remain in effect through the Expiration Date indicated in Box 9, Page1. The parties may mutually agree to extend this Agreement for successive one-year terms after the expiration of the initial term by providing at least 30 days' prior written notice for each such additional term.

14.2If either GEHC or Purchaser (a) fails to materially perform any of its obligations under this Agreement, or (b) materially breaches any representation or warranty made by it herein, then the non-defaulting party shall have the right to terminate this Agreement if such default or breach shall not have been cured within sixty (60) days after the non-defaulting party has given written notice to the defaulting party specifying the nature of such default or breach. Notwithstanding the foregoing, in the event that Purchaser fails to make payment for any undisputed amount due and payable hereunder when due, this Agreement shall terminate fifteen (15) days after written notice from GEHC of its intent to terminate for non-payment.

14.3This Agreement may be terminated immediately by GEHC in the event of (i) Purchaser's insolvency, receivership, or voluntary or involuntary bankruptcy, (ii) an assignment by Purchaser for the benefit of creditors; or (iii) any substantial part of Purchaser's property being or becoming subject to any levy, seizure, assignment or sale for or by any creditor or governmental agency without being released or satisfied within thirty (30) days thereafter.

14.4This Agreement may be terminated by GEHC upon written notice immediately upon Change of Control of Purchaser. As used herein, Change of Control of Purchaser means the sale of all or substantially all the assets of Purchaser; any merger, consolidation or acquisition of Purchaser with, by or into another corporation or other legal entity; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of Purchaser in a single transaction.

14.5This Agreement may be terminated by either party without cause upon not less than six (6) months' prior written notice. In the event of such termination, Purchaser acknowledges that it has full financial responsibility for all purchase orders issued by Purchaser and accepted by GEHC (not yet paid) or the full amount of the Minumum Purchase Requirement for the then-current year, whichever greater and that payment shall be rendered by Purchaser within thirty (30) days after the termination date.

14.6Upon the termination of this Agreement:

14.6.1In the event that this Agreement is terminated by GEHC for cause under Sections 14.2, 14.3 or 14.4, Purchaser shall remain responsible to make any shortfall payment due, in accordance with Section 5.13 and that payment shall be rendered by Purchaser within (***) after the termination date.

14.6.2In the event of termination for any reason other than for cause by GEHC pursuant to Sections 14.2, 14.3 or 14.4, Purchaser, its Permitted Affiliates and Permitted Distributors may continue to sell or offer for sale Combination Product which (i) are in Purchaser's inventory on the termination or (ii) which are supplied on or after the termination date, during the twelve (12) month period following such termination (the "Sell Off Period"). For avoidance of doubt, Purchaser's, its Permitted Affiliates' and Permitted Distributors' sale of Combination Product during the Sell Off Period shall be made in compliance with the terms and conditions of this Agreement. In the event that this Agreement is terminated by GEHC pursuant to Sections 14.2, 14.3 or 14.4, Purchaser. its Permitted Affiliates and Permitted Distributors shall destroy all remaining inventory of Product without undue delay and such destruction shall be certified to GEHC in writing by a member of Purchaser's senior management or other executive officer within (***).

14.6.3Any purchase order placed by Purchaser and accepted by GEHC prior to the effective dote of termination of this Agreement may only be cancelled wit the prior written consent of GEHC.

14.6.4Promptly upon termination for any reason, Purchaser shall, and shall cause all of its Permitted Affiliates to. (i) cease using the Trademarks (except as necessary during on applicable Sell Off Period) and (ii) destroy or return all Confidential Information to GEHC in accordance with Section 11.4.

14.6.5Termination or expiration of this Agreement shall not relieve either party of its obligations hereunder and each party shall retain all legal and equitable remedies after such termination or expiration. The rights and obligations in the following

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clauses shall survive any termination of this Agreement to the degree necessary to permit their complete fulfillment or discharge: 6, 10, 11, 12, 15, 16, 17 and 19.

14.7.For the avoidance of doubt. the acceptance of any purchase order from, or the sole of any Product to, Purchaser after the expiration or termination of this Agreement shall not be construed as a renewal or extension. nor as a waiver of expiration or termination. of this Agreement. In the absence of a written agreement between the parties relating to the purchase of such Product, all such transactions shall be individually governed by GEHC's standard terms and conditions governing such Product in place from time to time.

15.Force Majeure

15.1.The obligations of either party hereunder shall be excused or suspended to the extent performance is prevented or delayed by any future condition. which (i) is beyond the reasonable control. and without the fault or negligence, of the party affected thereby, (ii) was not foreseeable by such party at the time this Agreement was entered into, and (iii) could not have been prevented by such party taking reasonable steps. Such conditions shall include but not be limited to war, terrorism, mobilization, riots, fire, explosion, flood, insurrection. embargo, currency restriction, shortage of transport. general shortage of material and acts or omissions or governments in their sovereign capacity.

15.2.The party invoking Section 15.1 hereof shall, within (***) after commencement of the condition there mentioned, give written notice thereof, and of the anticipated consequences thereof, to the other party. Within seven (7) days after termination or cessation of such condition, the affected party shall give further written notice to the other party detailing the actual results of such condition.

15.3.In the event of any such condition, the party affected thereby shall toke all reasonable measures to mitigate and minimize the effect of the condition. and to resume as promptly as possible the diligent performance of its obligations under this Agreement. Nothing in this section shall, however, obligate either party to settle strikes or other labor disputes except on terms and conditions. which it. in the exercise of its sole discretion. deems appropriate.

16.Governing Law and Disputes

16.1This Agreement shall be governed by, and construed and enforced in accordance with. the laws of the State of New York, without regard to conflict of law principles; except that. any matter touching or concerning intellectual property rights shall be governed by the lows of the jurisdiction in which such rights were granted. In no event shall this Agreement be governed by the UN Convention on Contracts for the International Sole of Goods

16.2Any dispute. controversy, or claim relating to this Agreement ("Dispute") shall be resolved first through good faith negotiations between the parties. If the Dispute cannot be resolved through good faith negotiation. then the parties agree to submit the Dispute to mediation. The requirement of mediation and negotiation may be waived upon mutual written consent of Purchaser and GEHC.

16.3If the Dispute is not otherwise resolved through negotiation or non-binding mediation within a reasonable time period (such time period not to exceed seventy-five (75) days from the date the Dispute was first notified by either party to the other), either party may submit the Dispute exclusively to the courts of the State of New York.

16.4THE PARTIES EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO A TRIAL BY JURY.

17.Notices

All notices and other communications hereunder shall be in writing. All notices hereunder shall be delivered personally, or sent by national overnight delivery service or postage pre-paid registered or certified U.S. mail, and shall be deemed given: when delivered, if by personal delivery or overnight delivery service; or if so sent by U.S. mail, three (31 business days after deposit in the mail, and shall be sent to the address set forth in Box 1 or Box 2, Page 1, as applicable, or to such other place as either party may designate by written notice to the other in accordance with the terms hereof.

18.Licenses, Permits and Export Control

18.1.Each party shall apply and obtain from any appropriate governmental authorities all relevant licenses. permits and approvals necessary for the performance of this Agreement and shall bear all related costs arising therefrom. Neither party shall be responsible for the adverse consequences caused by the other party's failure in obtaining (in a timely manner) the aforementioned licenses/permits, and the non-defaulting Party shall be entitled to claim its losses (if any) from the defaulting party.

18.2.Purchaser and GEHC hereby agree that they shall not, except as expressly permitted by applicable laws. make any disposition by way of transshipment. re-export. diversion or otherwise. of U.S. origin goods and technical data, or the direct product thereof. supplied by GEHC hereunder. Purchaser hereby certifies that Product, information or assistance furnished by GEHC or its Affiliates under this Agreement shall not be used in the design, development, production. stockpiling or use of chemical, biological. or other weapons either by the Purchaser or by any entity acting on the Purchaser's behalf.

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18.3.Purchaser shall not export the Product or any information or documents provided hereunder within or outside of the Territory without the requisite export license from the relevant body of the United Nations or other similar international organization, the United States Government, the European Union, the country of origin or the original country of export. The requirement to obtain a license may vary depending on the country of destination. the end user, the end use and other factors. Upon request from GEHC, Purchaser shall furnish GEHC with copies of all documents relating to such export.

18.4.The obligations of the parties to comply with all applicable export control laws and regulations shall survive any termination, or discharge of any other contract obligations.

19.Miscellaneous

19.1.Amendments and Modifications. No provision of this Agreement may be amended, modified or otherwise changed, other than by an instrument in writing duly executed by an authorized representative on behalf of each of the parties of this Agreement.

19.2.Successors and Assignment. This Agreement and the rights granted herein shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

19.2.1Neither party hereto shall assign or transfer any of its rights, privileges or obligations hereunder without the prior written consent of the other party hereto. except that either party may assign this Agreement without consent (i) to one or more of its Affiliates or (ii) to any acquirer of or successor to that portion of its business to which this Agreement relates.

19.3Entire Agreement; Counterparts. This Agreement, together with any and all Schedules attached hereto, constitute the full understanding and the entire agreement between the parties as to its subject matter and supersedes any and all prior agreements, understandings and representations (whether oral or written) between the Parties with respect to the subject matter of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19.4Limitation of Liability.

19.4.1IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL OR LOST USE) OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE). STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBlLITY OF SUCH DAMAGES.

19.4.2The total liability of GEHC for any damages incurred under or in connection with this Agreement whether in contract, tort (including negligence). statute or otherwise will, to the extent permissible by law, not exceed an aggregate dollar amount equal to the sales of the applicable Product to Purchaser under this Agreement during the immediately preceding six (6) month period.

19.5Insurance. Purchaser shall obtain and maintain appropriate coverage of general liability, product liability, and public liability insurance in the amount of no less than Five Million Dollars (US$5,000,000) to protect GEHC and its respective trustees, officers, employees, attorneys and agents under the indemnification provided hereunder. GEHC shall be provided appropriate certificates of insurance thereunder upon written request to Purchaser.

19.6Equitable Remedies. The parties hereto agree that irreparable harm may occur in the event of a breach of any of the provisions of this Agreement and that monetary damages alone may be an inadequate remedy for any such breach because of the difficulty of ascertaining and quantifying the amount of damage that may be suffered in any such event. Accordingly, the parties hereby agree that each party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach or threatened breach and each party hereby waives any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall be in addition to, and not in lieu of, any other rights and remedies available at law or equity.

19.7Relationship. GEHC and Purchaser each acknowledge that they shall be independent contractors and that the relationship between the two parties shall not constitute a partnership, joint venture or agency. Except as expressly provided herein, neither party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other party, without the prior written consent of such other party.

19.8Severability. The invalidity or unenforceability of one or more provisions of this Agreement shall not affect the validity or enforceability of any of the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

19.9Waiver. The failure of either party to insist upon the performance of any of the terms of this Agreement or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term or the future exercise of such term by reason of such future events or events not previously insisted upon.

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19.10Publicity. Except to the extent required by applicable law, any press-release or other public announcement or statement regarding the existence of this Agreement, or any of its terms or conditions, shall be subject to the other party's written prior approval.

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EXHIBIT A

CHANGE CONTROL & DISCONTINUATION NOTIFICATION POLICIES

12 of 15

EXHIBIT B

PRICING THROUGH (***)

Quantity Ordered	Price Per Unit
(***)	(***$***)
(***)	(***$***)
(***)	(***$***)

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FIRST AMENDMENT TO CATALOG PRODUCT SUPPLY AGREEMENT-OEM RESALE

This First Amendment to Catalog Product Supply Agreement - OEM Resale ("First Amendment") is entered into and effective as of September 14, 2020, by and between Somalogic, Inc. ("Purchaser") and Global Life Sciences Solutions USA LLC ("GLSS").

WHEREAS, the parties entered into that certain Catalog Product Supply Agreement - OEM Resale, effective as of August 15, 2017, concerning GLSS' desire to sell to Purchaser and Purchaser's desire to purchase from GLSS certain GLSS products (the "Agreement"); and

WHEREAS, the parties now desire to amend the Agreement in accordance with the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and the representations and mutual undertakings hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the foregoing and as follows:

1.All capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. In the event of a conflict between the capitalized terms defined and set forth in this First Amendment and the defined terms of the Agreement, the definitions set forth in this First Amendment shall control.

2.The Agreement is amended by extending the term of the Agreement through December 31, 2023.

3.The Agreement is further amended by changing any references to GE Healthcare Bio-Sciences Corp. ("GEHC") to Global Life Sciences Solutions USA LLC ("GLSS").

4.Exhibit B of the Agreement is updated by deleting the product/price table in its entirety and replacing such product/price table with the following:

Quantity Ordered Annually of Part # (***) (Strepavidin Mag Seph Beads (***))	Price Per Unit Valid Through December 31, 2023
Up to (***) Units	(***$***)
(***) to (***) Units ((***) Liters)	(***$***)
(***) to (***) Units ((***) Liters)	(***$***)
(***) + Units ((***) Liters)	(***$***)

5.Entire Agreement. In the event of any conflict between the terms and conditions of this First Amendment on the one hand, and the Agreement on the other hand, the terms and conditions of this First Amendment shall govern and control. Except as otherwise expressly provided in this First Amendment, the parties agree that all provisions of the Agreement are hereby ratified and agreed to be in full force and effect and are incorporated herein by reference. This First Amendment and the Agreement contain the entire agreement among the parties relating to the subject matter herein and all prior proposals, discussions and writings by and among the parties and relating to the subject matter herein are superseded hereby and thereby.

THIS SPACE LEFT INTENTIONALLY BLANK

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IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized representatives as of the day and year first above written.

Somalogic, Inc.		Global Life Sciences Solutions USA LLC
Signature:	/s/ Amy Graves	Signature:	/s/ Liz Kasberg
Print Name:	Amy Graves	Print Name:	Liz Kasberg
Title:	Senior Corporate Controller	Title:	Global Commercial Leader
Date:	Oct 2, 2020	Date:	Oct 8, 2020

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EX-10.36

Exhibit 10.36

AGREED FORM

CONFIDENTIAL

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

COLLABORATION AGREEMENT

by and among

Illumina Cambridge, Ltd.,

Illumina, Inc. (solely for purposes of Section 11.7)

and

SomaLogic, Inc.

December 31, 2021

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

TABLE OF CONTENTS

ARTICLE 1 Definitions

ARTICLE 2 License Grant

2.1Licenses

2.2Sublicense Rights

2.3Transfer of Know-How

2.4Confirmatory Patent License; License Registration

2.5No Implied Licenses

2.6Array-Based Kits

2.7Protein Identification Reagents

ARTICLE 3 Joint committees

3.1Joint Steering Committee

3.2Joint IP Committee

3.3Alliance Managers

ARTICLE 4 Development

4.1Development Plan

4.2Subcontractors

4.3Conduct of Development Activities

4.4Development Records

4.5Co-Exclusivity

4.6Development Escrow

ARTICLE 5 Regulatory

5.1Regulatory Responsibility

5.2Recalls; Market Suspensions; Market Withdrawals

ARTICLE 6 Manufacturing

6.1Manufacturing Responsibility

ARTICLE 7 Commercialization

7.1Commercialization Responsibility

7.2Commercialization Efforts

7.3Customer Engagement

7.4Licensed Product Branding

7.5Commercialization Milestones

ARTICLE 8 Financial Provisions

i

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

TABLE OF CONTENTS
(continued)

8.1Technology Access Fee

8.2Minimum Annual Royalties

8.3Royalty Payments

8.4Only One Royalty

8.5Third Party Payments

8.6Payment; Reports

8.7Exchange Rate; Manner and Place of Payment

8.8Late Payments

8.9Taxes

8.10Financial Records and Audit

8.11Supply of SOMAmer Reagents

8.12IVD Licensed Products; IVD Sublicenses

8.13Revenue Sharing

ARTICLE 9 Intellectual Property

9.1Determination of Inventorship

9.2Ownership

9.3Certain Covenants

9.4Patent Prosecution and Maintenance

9.5Infringement by Third Parties

9.6Infringement of Third Party Rights

ARTICLE 10 Representations and Warranties and Covenants

10.1Mutual Representations and Warranties

10.2Mutual Covenants

10.3Additional SomaLogic Representations, Warranties and Covenants

10.4Additional Illumina Representations, Warranties and Covenants

10.5Covenant to Update

10.6No Other Representations or Warranties

ARTICLE 11 Indemnification

11.1Indemnification by SomaLogic

11.2Indemnification by Illumina

11.3Indemnification Procedure

11.4Mitigation of Loss

11.5LIMITATION OF LIABILITY

11.6Insurance

11.7Guaranty

ii

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

TABLE OF CONTENTS
(continued)

ARTICLE 12 Confidentiality; Publication

12.1Duty of Confidence

12.2Exceptions

12.3Authorized Disclosures

12.4Publicity; Use of Names

12.5Prior Confidentiality Agreement

12.6Disclosure to the SEC

12.7Press Release; Publication

12.8Reporting of Financial Information

ARTICLE 13 Term and Termination

13.1Term

13.2Termination

13.3Termination for Convenience

13.4Effect of Expiration or Termination

13.5Occurrence of Certain Events

13.6Alternative to Termination

13.7Survival

13.8Termination Not Sole Remedy

ARTICLE 14 General Provisions

14.1Governing Law

14.2Assignment

14.3Entire Agreement; Modification

14.4Rights Upon Bankruptcy

14.5Relationship Between the Parties

14.6Specific Performance

14.7Non-Waiver

14.8Force Majeure

14.9Severability

14.10Notices

14.11Dispute Resolution

14.12Performance by Affiliates

14.13WAIVER OF JURY TRIAL

14.14Titles and Subtitles

14.15Variation

14.16Waiver of Rule of Construction

14.17Business Day Requirements

14.18English Language

iii

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

TABLE OF CONTENTS
(continued)

14.19Interpretation

14.20Further Assurances and Actions

14.21Counterparts

EXHIBITS

Exhibit A	Licensed Patents
Exhibit B	Development Plan
Exhibit C	SomaLogic Trademarks
Exhibit D	Knowledge Transfer
Exhibit E	SomaLogic Trademark Usage Guidelines
Exhibit F	SOMAmer Reagents
Exhibit G	Designated Specified Proteomics Companies

iv

CONFIDENTIAL

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

COLLABORATION AGREEMENT

This Collaboration Agreement (this “Agreement”) is entered into as of December 31, 2021 (the “Effective Date”), by and among Illumina Cambridge, Ltd., a private company limited by shares organized under the laws of England and Wales, with an address at Illumina Centre, 19 Granta Park, Great Abington, Cambridge, CB21 6DF, United Kingdom (“Illumina”), SomaLogic, Inc., a Delaware corporation having a place of office at 2945 Wilderness Place, Boulder, CO 80301 (“SomaLogic”) and, solely for purposes of Section 11.7, Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Guarantor”). Illumina and SomaLogic may be referred to herein individually as a “Party” or collectively as the “Parties”.

RECITALS

Whereas, Illumina is engaged in the research, development, manufacturing and sale of technologies and products in the field of sequencing;

Whereas, SomaLogic is engaged in the research, development, manufacturing and sale of technologies and products in the field of proteomics;

Whereas, the Parties intend to engage in a co-exclusive collaboration for the development of co-branded NGS-based proteomic distributable kits; and

Whereas, Illumina desires to obtain from SomaLogic, and SomaLogic desires to grant to Illumina, a license to certain SomaLogic patents and know-how and other technology for purposes of developing, manufacturing and commercializing NGS-based proteomic distributable kits, subject to the terms and conditions of this Agreement.

Now, Therefore, in consideration of the foregoing premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Illumina and SomaLogic hereby agree as follows:

ARTICLE 1
DEFINITIONS

“Actions” means any demands, claims, actions, proceedings, investigations, suits, complaints, cross-complaints, requests, arbitrations, mediations and causes of action (whether at law, equity or otherwise, or whether criminal or civil, in contract, tort or otherwise, or whether statutory or common law).

“Affiliate” means, with respect to a Party, any Person who directly or indirectly controls, is controlled by, or is under common control with such Party, including any direct or indirect parent or Subsidiary of such Party, in each case only so long as such control exists. As used in the definitions of “Affiliate” and “Subsidiary”, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person or group of Persons, means (a) the power, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such Person or the power to elect or appoint fifty percent (50%) or more of the members of the board of directors or other governing body of such Person, whether by the ownership of shares or securities of such Person, by Contract or otherwise.

“Alliance Manager” has the meaning set forth in Section 3.3.

CONFIDENTIAL

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

“Applicable Laws” means any applicable provisions of any national, supranational, regional, state and local laws, treaties, statutes, rules, rulings, regulations, administrative codes, ordinances, judgments, decrees, directives, injunctions, orders, permits of or from any court, arbitrator or Governmental Authority having jurisdiction over or related to the subject item.

“Aptamer” means oligonucleotide sequence composed of nucleic acids and their analogs utilized solely for the recognition and binding of target molecules, including protein(s), peptides, hormones, post translational modifications of any of the foregoing, or sensing of individual or sequence of amino acid residues.

“Array-Based Collaboration” has the meaning set forth in Section 2.6(a).

“Array-Based Kits” means any array-based proteomic distributable Kit.

“Array-Based ROFN” has the meaning set forth in Section 2.6(a).

“Array-Based ROFN Exercise Notice” has the meaning set forth in Section 2.6(a).

“Array-Based ROFN Exercise Period” has the meaning set forth in Section 2.6(a).

“Array-Based ROFN Negotiation Period” has the meaning set forth in Section 2.6(a).

“Array-Based ROFN Offer Notice” has the meaning set forth in Section 2.6(a).

“Assay Moiety” means any physical addition or modification to an Aptamer which enables detection by NGS, including without limitation any addition of DNA indices, barcodes, adapters, primer binding sites, molecular probes or tags to the Aptamer. For clarity, Assay Moiety excludes chemical modifications to the extent such modifications improve or enhance the binding of an Aptamer to a target molecule.

“Bankruptcy Laws” has the meaning set forth in Section 14.4.

“Business Day” means a day other than a Saturday, Sunday or a national or public holiday, on which commercial banks in the State of New York, United States are open for the transaction of commercial banking business.

“Calendar Quarter” means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31, for so long as this Agreement is in effect.

“Calendar Year” means each respective period of twelve (12) consecutive months ending on December 31.

“Change of Control” means, with respect to a Party, (a) a merger or consolidation of such Party with a Third Party that results in the voting securities of such Party outstanding immediately prior thereto, or any securities into which such voting securities have been converted or exchanged, ceasing to represent at least fifty percent (50%) of the combined voting power of the surviving entity or the parent of the surviving entity immediately after such merger or consolidation, (b) a transaction or series of related transactions in which a Third Party, together with its Affiliates and any other Third Parties acting in concert with such Third Party, becomes the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the outstanding securities of such Party, or (c) the sale, disposal, exclusive license or other transfer to a Third Party of all or substantially all of such Party’s business to which the subject matter of this Agreement relates.

2

CONFIDENTIAL

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

“Chapter 7 Case” has the meaning set forth in Section 13.2(b).

“Claim” has the meaning set forth in Section 11.1

“CMO” means a Third Party contract manufacturing organization.

“Co-Exclusive License” has the meaning set forth in Section 2.1(a).

“Co-Exclusivity Term” means the period commencing upon the Effective Date and ending on (a) the seventh (7th) anniversary of the First Commercial Sale of the first Licensed Product (and, for the avoidance of doubt, not variable with respect to any subsequent First Commercial Sale), (b) the date of termination pursuant to Section 8.2(b), or (c) the effective date of conversion pursuant to Section 7.5, whichever is longest.

“Combination Product” means any combination of the Licensed Product and another product or service the manufacture, use, sale, offering for sale, importation or exportation of which does not Infringe the Licensed Patents.

“Commercial Year” means each respective period of twelve (12) consecutive months commencing on the first full month following the First Commercial Sale of a Licensed Product by a Selling Entity in any country in the Territory.

“Commercialization” means any activities relating to the marketing, sale, offering for sale and distribution (including importing, exporting, transporting, customs clearance, warehousing, invoicing, handling and delivering such product to customers) of a product.  For the avoidance of doubt, Commercialization does not include any development or manufacturing activities.  “Commercialize”, “Commercialized”, and “Commercializing” have correlative meanings.

“Commercially Reasonable Efforts” means (a) with respect to a Party’s obligations under this Agreement relating to development, manufacturing or Commercialization activities relating to any Licensed Product, those efforts and resources that are consistent with the exercise of customary scientific and business practices for a company of a similar size and having similar resources, for development, manufacturing or Commercialization activities conducted with respect to products with similar characteristics, at a similar stage of development or Commercialization and having similar commercial potential, taking into account all relevant factors, including relative stage of development or product lifecycle, the regulatory environment, competitiveness of the marketplace and the market potential of such products and the nature and extent of market exclusivity, including patent coverage and protection, and (b) with respect to the efforts to be expended by a Party with respect to any objective or activity other than those described in clause (a) above, those reasonable, good faith efforts to accomplish such objective or perform such activity as such Party would normally use to accomplish a similar objective under similar circumstances.

“Confidential Information” means any confidential or proprietary information that is or has been disclosed by or on behalf of a Party or any of its Affiliates or its or their respective representatives to the other Party or any of its Affiliates or its or their respective representatives, whether communicated in writing or orally or by any other method, in connection with this Agreement; provided that to the extent disclosed to the other Party in writing, the disclosing Party shall conspicuously label or mark such Confidential Information as “proprietary” or “confidential” and, to the extent disclosed orally, identify it as proprietary or confidential at the time of disclosure and provide written confirmation promptly thereafter. For the avoidance of doubt, (i) the existence and terms and conditions of this Agreement are the Confidential Information of both Parties and (ii) all information included in materials specifically identified, but not including any general categories or types of information listed, in the Knowledge

3

CONFIDENTIAL

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

Transfer set forth on Exhibit D as of the Effective Date is the Confidential Information of SomaLogic, except to the extent any of the exceptions described in Sections 12.2(a), 12.2(b), 12.2(c) or 12.2(d) apply to such information.

“Confidentiality Agreement” means that certain Mutual Confidential Disclosure Agreement, entered into as of February 25, 2021, between Illumina and SomaLogic.

“Contract” means any contract, lease, license, sublicense, indenture, loan, note, agreement or other legally binding commitment, arrangement or undertaking (whether written or oral and whether express or implied).

“Control” or “Controlled” means, with respect to any Patents, Know-How, Trade Secrets or any other Intellectual Property, the possession by a Party (whether by ownership, license or otherwise, other than pursuant to a license or other rights granted to such Party under this Agreement) of the ability to grant access, a license or a sublicense of or under such Intellectual Property, as applicable, as provided for herein, in each case, without (a) violating the terms of any agreement or binding arrangement with any Third Party or (b) requiring the payment of consideration to, or consent of, a Third Party.

“Conversion Option Date” has the meaning set forth in Section 7.5(i).

“Cover” (including, with correlative meanings, “Covered” and “Covering”) means, with respect to a Patent, a product, invention or technology, that, in the absence of ownership of or a license under such Patent, the manufacture, use, sale, offer for sale or importation of such product or the practice of such product, invention or technology would Infringe one or more claims of such Patent.

“Critical Reagent Request” has the meaning set forth in Section 4.6(c).

“Designated Specified Proteomics Company” has the meaning set forth in Section 2.1(c).

“Development Escrow Agreement” has the meaning set forth in Section 4.6(a).

“Development Instructions” has the meaning set forth in Section 4.6(a).

“Development Plan” has the meaning set forth in Section 4.1.

“Disclosing Party” has the meaning set forth in Section 12.1(a).

“Disputes” has the meaning set forth in Section 14.11(a).

“Election Notice” has the meaning set forth in Section 13.6.

“Enforcing Party” has the meaning set forth in Section 9.5(c).

“Engaging Party” has the meaning set forth in Section 4.2.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Dispute” has the meaning set forth in Section 14.11(g).

“Executive Officer” means a senior vice president or other senior executive designated by a Party.

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CONFIDENTIAL

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

“Existing Licensed Patent” has the meaning set forth in Section 10.3(b).

“FDA” means the U.S. Food and Drug Administration or any successor agency thereto, having the administrative authority to regulate the marketing of in vitro diagnostics and other medical devices in the United States.

“Field” means all life sciences applications, including research, clinical diagnostics, molecular diagnostics, drug discovery, translational research, therapeutics, spatial and single cell. For clarity, “Field” includes IVD applications.

“First Commercial Sale” means, on a Licensed Product-by-Licensed Product and country-by-country basis, the first Sale by or on behalf of Illumina or any of its Affiliates or Sublicensees to a Third Party for end use or consumption of such Licensed Product in such country; provided that “First Commercial Sale” shall not include any Sale or other disposal or use of a Licensed Product in connection with development in advance of commercial release of such Licensed Product.

“Fiscal Quarter” means each of the following three (3)-month periods during each Fiscal Year: January 1 through March 31; April 1 through June 30; July 1 through September 30; and October 1 through December 31.

“Fiscal Year” means the period from January 1 of a Calendar Year through December 31 of such Calendar Year. For the avoidance of doubt, the first Fiscal Year hereunder shall commence on January 1 of the calendar year immediately following the Effective Date.

“Foreground IP” has the meaning set forth in Section 9.1.

“Governmental Authority” means any national, international, federal, state, provincial or local government, or political subdivision thereof, or any multinational organization or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof, or any governmental arbitrator or arbitral body).

“Illumina Accelerator” means Illumina’s program to provide select start-ups with access to seed investment, business guidance, Illumina’s sequencing system, reagents and operational lab space, or Illumina’s successor program thereto.

“Illumina Array-Based System” means Illumina’s microarray technology, also known as Bead Array technology, including assays, reagents, bespoke automation tools, data reporting and analysis software.

“Illumina Background IP” means any Intellectual Property Controlled by Illumina or any of its Affiliates (solely or jointly with any Third Party) (a) in existence as of the Effective Date or (b) arising at any time during the Term independently of any activities conducted pursuant to this Agreement.

“Illumina Early Conversion Option” has the meaning set forth in Section 8.2(b).

“Illumina Foreground IP” has the meaning set forth in Section 9.2(b).

“Illumina Indemnitees” has the meaning set forth in Section 11.1.

“Illumina Joint Patents” has the meaning set forth in Section 9.4(d)(ii).

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CONFIDENTIAL

CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

(***)“Illumina Sequencing Systems” means Illumina’s NGS systems, including assays, reagents, bespoke automation tools, data reporting and analysis software.

“Illumina Sole Patents” means any Patents included in the Illumina Foreground IP.

“Illumina Trademarks” means any Trademark Controlled by Illumina in existence as of the Effective Date or arising at any time during the Term.

“Improvement” means, with respect to a compound, product or technology, or relating to the development, manufacture or Commercialization thereof, any invention that is an enhancement, improvement or modification to such compound, product or technology, or the development, manufacture or Commercialization thereof, including any enhancement in the efficiency, operation, development or manufacture of any Licensed Product.

“Indemnified Party” has the meaning set forth in Section 11.3.

“Indemnifying Party” has the meaning set forth in Section 11.3.

“Infringe” (including, with correlative meanings, “Infringed”, “Infringing” or “Infringement”) means any infringement as determined by Applicable Laws, including direct infringement, contributory infringement or any inducementto infringe.

“Intellectual Property” means any intellectual property and similar proprietary rights in any jurisdiction throughout the world, including any of the following: (a) Patents; (b) trademarks, service marks, certification marks, logos, trade names, trade dress, domain names, including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing (“Trademarks”); (c) copyrights and registrations and applications for registration thereof; and (d) confidential and proprietary technology, Know-How, Trade Secrets, databases, and other similar types of confidential and proprietary information.

“IVD” or “in vitro diagnostic” means (a) in the United States, an assay and any biological materials, associated reagents, procedures, instrumentation or software necessary to perform the assay, but excluding any samples that the assay is intended to test, intended for use in disease identification, prognosis, disease monitoring, monitoring for dosage adjustments or treatment selection/prediction, including a determination of the state of health, in order to cure, mitigate, treat or prevent disease or sequelae, as more fully defined in 21 C.F.R. § 800 etseq., including Companion Diagnostics and Complementary Diagnostics for a pharmaceutical product as defined in FDA’s “Guidance for Industry and Food and Drug Administration Staff - In Vitro Companion Diagnostic Devices”, (b) in the European Union, an in vitro diagnostic medical device as defined in the European directive 98/79/EC as in effect at the time and any subsequent amendments or revisions, and (c) in markets outside of the United States and the European Union, any similar definition as set by the applicable Regulatory Authorities in such markets.

“IVD Developer” has the meaning set forth in Section 8.12(a).

“IVD Licensed Product” has the meaning set forth in Section 8.12(a).

“IVD Plan” has the meaning set forth in Section 8.12(a).

“JAMS Rules” has the meaning set forth in Section 14.11(b).

“Joint Foreground IP” has the meaning set forth in Section 9.2(b).

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CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

“Joint IP Committee” has the meaning set forth in Section 3.1(a)(i).

“Joint Patent” means any Patent included in the Joint Foreground IP.

“Joint Steering Committee” or “JSC” has the meaning set forth in Section 3.1(a)(i).

“Kit” means any kit of reagents and other consumables that enable a proteomic assay for an NGS system.

“Know-How” means any non-public technical, scientific and business information, practices, test and other procedures, processes, methods, know-how, techniques (including synthesis, purification and isolation techniques), designs and other knowledge, information, skills and materials, in written, electronic, oral or other tangible or intangible form, now known or hereafter developed, whether or not patentable or copyrightable, but in all cases excluding any Patents.

“Knowledge” means the actual (but not constructive or imputed) knowledge of, with respect to SomaLogic, any named executive officer of SomaLogic and, with respect to Illumina, any officer who is a Vice President or more senior officer of Guarantor, in each case, without any implication or requirement of verification or investigation concerning such knowledge.

“Knowledge Transfer” has the meaning set forth in Section 2.3.

“Licensed Patents” means the Patents set forth in Exhibit A, as such Exhibit may be amended from time-to-time upon recommendation by the Joint IP Committee solely to add Patents in the following categories: Aptamer chemistry, target-specific Aptamers and Aptamer detection/analysis methods. For the avoidance of doubt, Licensed Patents shall include any Patents claiming priority or issued from any Patent set forth in Exhibit A.

“Licensed Product” means any NGS-based proteomic distributable Kit that includes SOMAmer Reagents and is developed in connection with activities conducted pursuant to this Agreement, which may include evolutions thereof (i) related to NGS (by way of example only, process or technical improvements) or (ii) through addition of content.

“Licenses” has the meaning set forth in Section 2.1(b).

“Losses”has the meaning set forth in Section 11.1.

“LULL” has the meaning set forth in Section 2.1(c).

“Manufacturing Instructions” has the meaning set forth in Section 8.11(d).

“Milestone” has the meaning set forth in Section 7.5.

“Milestone Due Date” has the meaning set forth in Section 7.5.

“Minimum Royalty” has the meaning set forth in Section 8.2(a).

“Net Sales” means the gross amounts invoiced by any Selling Entity for the Sale of Licensed Products (as such or as used or consumed in the performance of services) to Third Parties, less the following deductions to the extent actually allowed, accrued, paid or taken (in each case, if not previously deducted from the amount invoiced):

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CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

(a)unrecovered value added taxes, sales taxes, consumption taxes, excise taxes or custom duties and government charges levied on the production, sale, transportation or delivery of such Licensed Products and services;

(b)costs of freight, insurance and other transportation charges related to the distribution of such Licensed Product;

(c)credit, allowances and charge backs for rejections, returns, allowances, recalls or trades, including those granted on account of price adjustments or billing errors;

(d)customary trade, quantity and cash and prompt payment discounts, rebates or similar payments, including Medicare/Medicaid and other government rebates/discounts; and

(e)other similar deductions determined in accordance with U.S. GAAP.

Net Sales would not include using or disposing any Licensed Product for (x) assuring product testing, validation or control, (y) development of a Licensed Product, or (z) obtaining Regulatory Approval.

For any Sale of Licensed Products for non-monetary consideration, the Net Sales amount for each such Sale shall be the average invoice amount calculated from all sales of applicable Licensed Products on their own in arm’s-length transactions during the same royalty payment period, subject to the foregoing allowable deductions. If a Selling Entity appoints a distributor to sell a Licensed Product, then only the amount invoiced by such Selling Entity to such distributor shall be included in the calculation of Net Sales, not any amounts invoiced or received by the distributor to or from other Third Party. Transfers or sales between Illumina and its Affiliates for resale shall be excluded from the computation of Net Sales, but the subsequent resale of such Licensed Product to a Third Party shall be included in the computation of Net Sales.

On a country-by-country basis, if a Licensed Product is sold in a country as part of a Combination Product in a Fiscal Quarter, Net Sales of such Licensed Product in such country during such Fiscal Quarter for the purpose of determining royalties due hereunder shall be calculated as follows:

(i)    If any Licensed Product is sold as part of a Combination Product, then Net Sales for such Licensed Product shall be determined by multiplying the net sales of the Combination Product (as calculated in accordance with analogous criteria as set forth above for the “Net Sales” definition) by the fraction A/(A+B), where A is the average sale price of such Licensed Product when sold separately, and B is the average sale price of the other product(s), component(s) or service(s) included in such Combination Product sold separately. For purposes of clarity, if a Licensed Product is invoiced together with reagents, kits, instruments or other products or services, Net Sales shall not include the price or value attributable to such reagents, kits, instruments or other products or services as evidenced by written records kept in Illumina’s or its Affiliates’ (as applicable) ordinary course of business. If a Licensed Product is Commercialized to a Third Party in a manner that is not an arm’s-length transaction (e.g., bundled sales), then Net Sales therefor shall equal the average arm’s-length net sales price of such Licensed Product in the applicable country during the same Fiscal Quarter.

(ii)    If a Licensed Product is sold separately in such country during such Fiscal Quarter, but the other product(s) or component(s) in such Combination Product are not sold separately in finished form in such country during such Fiscal Quarter, then Net Sales of such Licensed Product shall be calculated by multiplying the net sales of the Combination Product (as calculated in accordance with analogous criteria as set forth above for the “Net Sales” definition) in such country during such Fiscal

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CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

Quarter by the fraction A/C, where A is the average sale price of such Licensed Product when sold separately in such country during such Fiscal Quarter and C is the weighted average sale price of the Combination Product in such country during such Fiscal Quarter.

(iii)    If the weighted average sale price of the other product(s) or component(s) in the Combination Product when sold separately can be determined but the weighted average sale price of the Licensed Product when sold separately cannot be determined, Net Sales for such Combination Product shall be calculated by multiplying the net sales of such Combination Product (as calculated in accordance with analogous criteria as set forth above for the “Net Sales” definition) by the following formula: one (1) minus B/C, where B is the average sale price of the other product(s) or component(s) in such Combination Product and C is the weighted average sale price of the Combination Product.

(iv)    If the weighted average sale price of both the Licensed Product when sold separately and the other product(s) or component(s) in the Combination Product when sold separately cannot be determined, then Illumina, in its reasonable discretion in consultation with SomaLogic, would determine a reasonable fraction to apply to Net Sales to apportion the Licensed Product from the other included product(s) or component(s); provided that such fraction would not result in earned royalties of less than 50% of such Net Sales of Combination Products.

“New IVD Licensed Product Fee” has the meaning set forth in Section 8.12(b).

“NGS” means high throughput DNA sequencing methodology, including without limitation DNA sequencing by synthesis, DNA sequencing by hybridization (for clarity, excluding DNA microarray analysis), and nanopore sequencing of DNA. For clarity, DNA sequencing is the process of determining the nucleic acid sequence by identifying individual nucleotides in sequence.

“Non-Exclusive License” has the meaning set forth in Section 2.1(b).

“Non-Exclusivity Term” means the period commencing on (a) the seventh (7th) anniversary of the First Commercial Sale of the first Licensed Product (and, for the avoidance of doubt, not variable with respect to any subsequent First Commercial Sale), (b) the date of termination of the Co-Exclusivity Term pursuant to Section 8.2(b), or (c) the effective date of conversion pursuant to Section 7.5, whichever occurs first, and continuing through the Term.

“Non-Prosecuting Party” has the meaning set forth in Section 9.4(e).

“Outgoing Supply Agreement” has the meaning set forth in Section 13.5(b)(ii).

“Patents” means any (a) original (priority establishing) patent applications claiming one or more inventions filed anywhere in the world, including provisional and non-provisional patent applications, and (b) patent or patent application that claims, or is entitled to claim, direct or indirect priority to the patent applications described in clause (a), including any continuations, continuations-in-part, divisions or substitute applications, any patents issued or granted from any such patent applications, and any reissues, reexaminations, renewals or extensions (including by virtue of any supplementary protection certificates) of any such patents, and any confirmation patents or registration patents or patents of addition based on any such patents, and all foreign counterparts or equivalents of any of the foregoing.

“Person” means any individual, general or limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated organization, joint venture, firm, association or other entity or organization (whether or not a legal entity), including any Governmental Authority.

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CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

“Product Infringement” has the meaning set forth in Section 9.5(a).

“Prosecuting Party” has the meaning set forth in Section 9.4(e).

“Proteomics Company” means (***).

“Public Official or Entity” means any (a) officer or employee of any Governmental Authority or of any public international organization, or any person acting in an official capacity for or on behalf of such person; (b) officer, employee or person acting in an official capacity on behalf of a political party; (c) candidate for political office; (d) officer or employee of a government-owned or government-controlled entity or company, including public stock companies in which the majority shareholders are government-owned or government-controlled entities or companies, regardless of the officer’s or employee’s rank or title; (e) uncompensated honorary officials who have influence in the award of business; (f) members of royal families; (g) any entity hired to review or accept bids for any Governmental Authority; (h) officials, whether elected, appointed or under a Contract, permanent or temporary, who hold a legislative, administrative or judicial position of any kind in a country or territory; (i) person who performs public functions in any branch of the national, local or municipal governments of a country or territory or who exercises a public function for any public agency or public enterprise of such country or territory; (j) executive, officer, agent or employee acting in any business (even if privately owned) providing a service to the general public; or (k) immediate family members of any of the persons listed above. An “immediate family member” means a parent, spouse, significant other, child or sibling.

“Receiving Party” has the meaning set forth in Section 12.1(a).

“Regulatory Approval” means all approvals, if any, that are necessary for the Sale of a Licensed Product in a given country or regulatory jurisdiction.

“Regulatory Authority” means any national, supranational, regional, state or local regulatory agency, administration, department, bureau, commission, council or other governmental entity including, without limitations, the FDA and the EMA, and any notified body or other equivalent entity, involved in the granting or receipt of Regulatory Approvals for in vitro diagnostic devices and other medical devices.

“Regulatory Documentation” means any applications, filings, submissions, approvals, licenses, registrations, permits, notifications, authorizations, waivers and correspondence submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority), and any reports and documentation in connection with studies and tests (including study reports and study protocols and copies of all interim study analysis), and any data contained in any of the foregoing, in each case, with respect to the development, manufacture or Commercialization of a product.

“RFQ” has the meaning set forth in Section 2.7(b).

“Royalty Term” has the meaning set forth in Section 8.3(b).

“Sell” means to sell, distribute, lease, license or otherwise provide or transfer. The terms “Sale,” “Sold” and other forms of the term “Sell” have correlative meanings.

“SDNY” has the meaning set forth in Section 14.11(g).

“SEC” has the meaning set forth in Section 12.6(a).

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CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

“Secondary Manufacturer” has the meaning set forth in Section 8.11(a)(iii).

“Securities Act” means the Securities Act of 1933.

“Selling Entity” means Illumina or any of its Affiliates or Sublicensees, in each case, in its capacity as Seller of any Licensed Product.

“SomaLogic Access Fee Notice” has the meaning set forth in Section 8.12(b).

“SomaLogic Conversion Option” has the meaning set forth in Section 7.5.

“SomaLogic Foreground IP” has the meaning set forth in Section 9.2(b).

“SomaLogic Indemnitees” has the meaning set forth in Section 11.2.

“SomaLogic IVD Fees” has the meaning set forth in Section 8.12(b).

“SomaLogic Joint Patents” has the meaning set forth in Section 9.4(d)(iii).

“SomaLogic Other IP” means any Intellectual Property Controlled by SomaLogic or any of its Affiliates (solely or jointly with any Third Party) (a) in existence as of the Effective Date or (b) arising at any time during the Term independently of any activities conducted pursuant to this Agreement; provided that “SomaLogic Other IP” shall exclude the Licensed Patents and the SomaScan Technology.

“SomaLogic Indemnitees” has the meaning set forth in Section 11.2.

“SomaLogic Sole Patents” means any Patents included in the SomaLogic Foreground IP.

“SomaLogic Technology Access Fee” has the meaning set forth in Section 8.12(b).

“SomaLogic Trademarks” means those Trademarks Controlled by SomaLogic set forth on Exhibit C, as may be amended in writing from time to time.

“SOMAmer” or “SOMAmer Reagent”means SomaLogic’s proprietary slow off-rate modified Aptamer and associated reagents including nucleic acid sequence, chemical modification therein, and any complement sequence.

“SomaScan Assay”means a multiplexed assay that uses multiple SOMAmers to detect or measure the presence, absence, relative abundance or concentration of multiple target proteins that may be present in biological material. For clarity, SomaScan Assay does not include Third Party equipment.

“SomaScan Technology” means the SomaScan Assays and associated proprietary bioinformatics tools necessary for identification and measurement of individual proteins, for example those required in quality control and normalization, in the SomaScan Assay and Know-How Controlled by SomaLogic or any of its Affiliates (solely or jointly with any Third Party).

“Specified Proteomics Company” has the meaning set forth in Section 2.1(c).

“Specified Reagents” has the meaning set forth in Section 2.7(a).

“Specified Reagents Development Period” has the meaning set forth in Section 2.7(a).

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CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

“Specified Reagents Request” has the meaning set forth in Section 2.7(a).

“Sublicensee” has the meaning set forth in Section 2.2.

“Subsidiary” means, with respect to any Person, any other Person with respect to which such first Person (a) possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such Person, whether through the beneficial ownership of voting securities, by Contract or otherwise, or (b) beneficially owns at least fifty percent (50%) of the aggregate ordinary voting power of such Person.

“Successor Supply Agreement” has the meaning set forth in Section 13.5(b)(ii).

“Supply Agreement” has the meaning set forth in Section 8.11(a).

“Supply Escrow Agreement” has the meaning set forth in Section 8.11(d).

“Supply Escrow Arbitrator” has the meaning set forth in Section 8.11(e).

“Supply Failure” has the meaning set forth in Section 8.11(b).

“Supply Memorandum” has the meaning set forth in Section 13.5(b)(ii).

“Supply Proposal” has the meaning set forth in Section 13.5(b)(ii).

“Tax” or “Taxes” means any federal, provincial, territorial, state, municipal, local, foreign or other taxes, imposts, rates, levies, assessments and other similar charges imposed by a Governmental Authority, including any income, excise, franchise, gains, capital, real property, goods and services, transfer, value added, gross receipts, windfall profits, severance, ad valorem, personal property, production, sales, use, license, stamp, documentary stamp, mortgage recording, employment, payroll, social security, unemployment, disability, estimated or withholding taxes, and all customs and import duties, in each case in the nature of a tax, together with any interest, penalties and additions thereto imposed with respect to such amounts.

“Term” has the meaning set forth in Section 13.1.

“Territory” means any and all jurisdictions throughout the entire world.

“Tertiary Manufacturer” has the meaning set forth in Section 8.11(a)(iii).

“Third Party” means any Person other than SomaLogic or Illumina, or any Affiliate of SomaLogic or Illumina.

“Top (***) Customers” means those Persons identified in a list of SomaLogic customers provided by SomaLogic to Illumina no later than sixty (60) days prior to the commencement of early access to the initial Licensed Product, as amended by SomaLogic from time to time, each of which are customers of SomaLogic; provided that such list shall include no greater than (***) such Persons; and provided further, that such list may not be amended by SomaLogic following the First Commercial Sale of a Licensed Product by a Selling Entity in any country in the Territory.

“Trade Secrets” means all forms and types of financial, business, scientific, technical, economic or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs or codes, whether tangible or

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CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically, or in writing if (i) the owner thereof has taken reasonable measures to keep such information secret; and (ii) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information.

“Transfer Taxes” has the meaning set forth in Section 8.9(c).

“U.S. GAAP” means generally accepted accounting principles as practiced in the United States, as consistently applied.

“United States” or “U.S.” means the United States of America, including its territories and possessions.

“Unresolved Supply Terms” has the meaning set forth in Section 13.5(b)(ii).

“Valid Claim” means a claim of (a) an issued and unexpired Patent that has not been revoked or held unenforceable, unpatentable or invalid by a decision of a court or other Governmental Authority of competent jurisdiction in a final decision that is not appealable or has not been appealed within the time allowed for appeal, and that has not been canceled, abandoned, disclaimed, withdrawn from consideration, denied or admitted to be invalid, unenforceable or unpatentable, including through reissue, re-examination, inter partes review, post-grant review or disclaimer, opposition procedure, nullity suit, or otherwise, and (b) a Patent application that has been pending for not more than seven (7) years from the earliest date to which such Patent application claims priority and which claim was filed and is being prosecuted in good faith and that has not been canceled, withdrawn, abandoned or finally disallowed without the possibility of appeal or re-filing of such application.

“Winning Supply Proposal” has the meaning set forth in Section 13.5(b)(ii).

ARTICLE 2
LICENSE GRANT

2.1Licenses. Subject to the terms and conditions of this Agreement:

(a)SomaLogic, on behalf of itself and its Affiliates, hereby grants to Illumina, and Illumina hereby accepts, (i) an exclusive (except as to SomaLogic and its Affiliates), royalty-bearing, non-transferable (except as set forth in Section 14.2) license, with the right to grant sublicenses through multiple tiers solely in accordance with Section 2.2, under (A) the Licensed Patents, SomaScan Technology (including associated Trade Secrets and Know-How), SomaLogic Foreground IP and SOMAmer Reagents (excluding the right to make or have made SOMAmer Reagents) to make, have made (on Illumina’s behalf), use, Sell, have Sold, offer for Sale, import and export Licensed Products in the Field in the Territory; and (B) the SomaLogic Other IP, solely to the extent (1) reasonably necessary or useful to make or have made (on Illumina’s behalf) Licensed Products in the Field in the Territory or (2) reasonably necessary to use, Sell, have Sold, offer for Sale, import and export Licensed Products in the Field in the Territory; and (ii) an exclusive (except as to SomaLogic and its Affiliates), royalty-free, non-transferable (except as set forth in Section 14.2) license, with the right to grant sublicenses including through multiple tiers solely in accordance with Section 2.2, under SomaLogic’s interest in the Joint Foreground IP to make, have made (on Illumina’s behalf), use, Sell, have Sold, offer for Sale, import and export Licensed Products in the Field in the Territory, in each of (i) and (ii), during the Co-Exclusivity Term (such licenses collectively, the “Co-Exclusive License”).

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(b)SomaLogic, on behalf of itself and its Affiliates, hereby grants to Illumina, and Illumina hereby accepts, a non-exclusive, royalty-bearing, non-transferable (except as set forth in Section 14.2) license, with the right to grant sublicenses through multiple tiers solely in accordance with Section 2.2, under (i) the Licensed Patents, SomaScan Technology (including associated Trade Secrets and Know-How) and SomaLogic Foreground IP and SOMAmer Reagents (excluding the right to make or have made SOMAmer Reagents) to make, have made (on Illumina’s behalf), use, Sell, have Sold, offer for Sale, import and export Licensed Products in the Field in the Territory; and (ii) the SomaLogic Other IP, solely to the extent (A) reasonably necessary or useful to make or have made (on Illumina’s behalf) Licensed Products in the Field in the Territory; or (B) reasonably necessary to use, Sell, have Sold, offer for Sale, import and export Licensed Products in the Field in the Territory, in each of (i) and (ii), during the Non-Exclusivity Term (such licenses collectively, the “Non-Exclusive License”, and together with the Co-Exclusive License, the “Licenses”).

(c)Notwithstanding the foregoing, the Licenses granted in Sections 2.1(a) and (b) expressly exclude any right or license of Illumina (or any of its Affiliates or Sublicensees) to grant or convey (***)Illumina agrees that it and its Affiliates and Sublicensees will include a limited use label license (the “LULL”) memorializing the foregoing restrictions in product labeling or packaging for each Licensed Product, including, without limitation, a statement and acknowledgment that a (***) purchaser has not been granted any rights to, and it shall not, use such Licensed Product to perform (***) and that any use of Licensed Product to perform (***) constitutes a certification by a purchaser of any Licensed Product that such purchaser is not a (***). The LULL shall be reasonably acceptable to SomaLogic, and the Parties further acknowledge and agree that these limitations are intended to and do alter the exhaustion of patent rights that would otherwise result from the first sale of a patented product. (***)

(d)For the avoidance of doubt but subject to Section 8.11, nothing in this Agreement grants to Illumina or any of its Affiliates (i) any right to make or have made any SOMAmer Reagents, (ii) any right to use any Know-How, Trade Secrets or other Intellectual Property or documentation that relates solely to the development or manufacture of SOMAmer Reagents or (iii) any right or license under any SomaLogic Other IP solely related to diagnostic, prognostic or predictive tests, or related bioinformatic tools or methodologies, used to evaluate the health status of, or the nature or severity of a disease or other health condition in, an individual.

(e)Illumina, on behalf of itself and its Affiliates, hereby grants to SomaLogic, and SomaLogic hereby accepts, a limited, non-exclusive, royalty-free, non-transferable (except as set forth in Section 14.2) license, with the right to grant sublicenses solely to Affiliates, to use any Illumina Background IP or Illumina Foreground IP during the Term that is expressly disclosed or provided to SomaLogic by Illumina in connection with this Agreement, in each case, solely to the extent necessary for the development activities to be performed by SomaLogic under the Agreement. Upon SomaLogic’s written request, Illumina shall consider in good faith expressly disclosing or providing to SomaLogic any Illumina Background IP that SomaLogic identifies in good faith as necessary for its development activities under the Agreement, pursuant to the license terms set forth in the immediately preceding sentence. Illumina covenants not to bring any suit, action or proceeding against SomaLogic or any of its Affiliates for infringement or misappropriation of any Illumina Background IP or Illumina Foreground IP, including any Patents owned or Controlled by Illumina or its Affiliates during the Term, that necessarily results from the performance by SomaLogic of any of the development activities to be performed by SomaLogic under this Agreement on its terms.

2.2Sublicense Rights. Subject to the terms and conditions of this Agreement, Illumina may grant sublicenses of the Licenses, including through multiple tiers, to (i) any Third Party other than a (***) (except as otherwise agreed in writing, email to suffice) solely as necessary for the Commercialization of the Licensed Products by Illumina or its Affiliates or (ii) any of its Affiliates, in each case, without the prior written consent of SomaLogic (any such Third Party or Affiliate, a

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“Sublicensee”); provided that any sublicense granted pursuant to this Section 2.2 shall (A) be in writing and (B) be subject to and consistent with the terms and conditions of this Agreement.

2.3Transfer of Know-How. The Parties have agreed on a knowledge transfer the details of which are expressly set forth in Exhibit D (“Knowledge Transfer”). No later than (***) after the Effective Date and pursuant to the Knowledge Transfer, SomaLogic shall commence disclosing and making available to Illumina SomaLogic’s Intellectual Property and materials listed in the Knowledge Transfer, according to the timeline set forth in the Knowledge Transfer. Without limiting the foregoing, the Parties shall use Commercially Reasonable Efforts to complete the Knowledge Transfer no later than (***) after the Effective Date. In addition to any specific obligations of SomaLogic under the Knowledge Transfer, the Parties (through the JSC, Alliance Managers or as otherwise mutually agreed) shall engage in good faith discussions regarding any potential additions to SomaLogic’s Intellectual Property subject to the Knowledge Transfer and, at Illumina’s request, SomaLogic shall use Commercially Reasonable Efforts to provide technical support that, in Illumina’s reasonable judgment, would be necessary for the development of Licensed Products or for Illumina to meet its obligations under this Agreement. Any disputes between the Parties (including among the JSC) with respect to such potential additions of SomaLogic’s Intellectual Property and associated Knowledge Transfer, or provision of technical support, shall be subject to the dispute escalation process set forth in Section 14.11.

2.4Confirmatory Patent License; License Registration. From and after the Effective Date, SomaLogic shall, as soon as reasonably practicable upon Illumina’s reasonable request, and at Illumina’s sole expense, execute all reasonably necessary documents for the perfection of recordings and registrations of the Co-Exclusive License with applicable patent offices or other patent registries of any jurisdiction in the Territory.

2.5No Implied Licenses. Except as expressly set forth in this Agreement, neither Party shall acquire under this Agreement any license or other right, title or interest, by implication, estoppel or otherwise, under any Intellectual Property owned or Controlled by the other Party or such other Party’s Affiliates. For the avoidance of doubt, the licenses granted to Illumina under SOMAmer Reagents pursuant to Section 2.1(a) and Section 2.1(b) shall not supersede, nor shall the expiration or revocation of either or both of such licenses limit, the rights of Illumina, or of any Person acting on Illumina’s behalf, to use or exploit lawfully purchased SOMAmer Reagents in the same manner and to the same extent as any other lawful purchaser of SOMAmer Reagents in the absence of an express license grant (subject to any applicable contractual limitations under any agreement relating to the purchase of SOMAmer Reagents ).

2.6(***).

2.7(***).

ARTICLE 3
JOINT COMMITTEES

3.1Joint Steering Committee.

(a)General.

(i)Within (***) following the Effective Date, each Party will appoint an equal number of representatives to a joint steering committee (“Joint Steering Committee”) that will meet once per Calendar Quarter (with each Party having the alternating right to select the time and location of the meeting). Each Party shall be responsible for its own expenses relating to attendance at

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or participation in Joint Steering Committee meetings. Attendance at meetings may be in person, by telephone, by video conference or other means. A Party’s appointed Joint Steering Committee members shall have appropriate expertise and experience to carry out their responsibilities as members of the Joint Steering Committee.

(ii)Illumina shall designate the initial chairman of the Joint Steering Committee, who shall serve as chairman until the end of the first full Calendar Year following the Effective Date, and thereafter a chairman will be selected by the Parties on an annual basis, each serving a term of one (1) Calendar Year. The chairman shall be responsible for setting the agenda for meetings of the Joint Steering Committee, subject to the provisions of this Section 3.1, and for conducting the meetings of the Joint Steering Committee.

(iii)Each Party may replace its representatives to the Joint Steering Committee at any time upon written notice to the other Party. With the consent of the other Party, each Party may invite non-voting employees, consultants and scientific advisors to attend meetings of the Joint Steering Committee; providedthat any such employees, consultants or scientific advisors shall be subject to restrictions regarding the confidentiality and non-use of Confidential Information, which are at least as stringent as those set forth in Article 12.

(iv)The Joint Steering Committee shall have solely the powers expressly assigned to it in this Article 3 and elsewhere in this Agreement, and will not have any power to amend, modify or waive compliance with this Agreement or to alter, increase, expand or waive compliance by a Party of a Party’s obligations under this Agreement. Without limiting the foregoing, each Party acknowledges and agrees that the Joint Steering Committee shall not have the authority to assume, create or incur any liability or any obligation of any kind, express or implied, against, or in the name of or on behalf of, either Party or waive any right on behalf of either Party.

(b)Responsibilities. The Joint Steering Committee shall provide general oversight and strategic planning to facilitate efficient and orderly Knowledge Transfer and as a forum for review and discussions related to development of Licensed Products. The Joint Steering Committee shall review the co-branding arrangements relating to Licensed Products on annual basis, including identifying any new or additional trademarks of SomaLogic or its Affiliates that should be added to an amended Exhibit C. The Joint Steering Committee, in its discretion, may establish subcommittees or working groups to assist the Joint Steering Committee in carrying out its responsibilities.

(c)Amendments to Development Plan. Either Party may submit suggestions for amendments to the Development Plan to the Joint Steering Committee for review. Any amendment to the Development Plan shall require the approval of the Joint Steering Committee.

(d)Minutes of Joint Steering Committee Meetings; Yearly Reports. The Joint Steering Committee shall keep and maintain minutes of all meetings and actions of the Joint Steering Committee, which shall be prepared by those persons specified by the Joint Steering Committee.

(e)Decision Making. Each Party shall be entitled to cast one (1) vote on matters before the Joint Steering Committee. Decisions of the Joint Steering Committee shall be made by unanimous approval at a meeting where a quorum consisting of not less than one (1) representative of each Party is present. If the Joint Steering Committee is unable to reach agreement with respect to a matter within the scope of its authority, the matter shall be resolved pursuant to Section 14.11.

3.2Joint IP Committee. Within (***) after the Effective Date, each Party will appoint two (2) representatives to establish a joint IP committee (the “Joint IP Committee”), each such representative having reasonable experience and expertise in managing matters relating to Intellectual

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Property. During the Term, the Joint IP Committee shall meet as often as required to perform its tasks. To ensure optimized Intellectual Property protection for the Licensed Products within the Territory, the Joint IP Committee shall make recommendations to the Joint Steering Committee regarding:

(a)subject to Section 9.4, determine the Party responsible for the filing, prosecution, maintenance and enforcement of any Joint Patents;

(b)discuss the Intellectual Property activities and strategies relating to the Joint Patents, including life cycle management strategies, prosecution strategy and priority for the Joint Patents; and

(c)discuss global Intellectual Property enforcement strategies, litigation activities and strategies (including settlements) relating to the Joint Patents.

The Joint IP Committee shall have solely the powers expressly assigned to it in this Article 3 and elsewhere in this Agreement, and will not have any power to amend, modify or waive compliance with this Agreement or to alter, increase, expand or waive compliance by a Party of a Party’s obligations under this Agreement. Without limiting the foregoing, each Party acknowledges and agrees that the Joint IP Committee shall not have authority to assume, create or incur any liability or any obligation of any kind, express or implied, against, or in the name of or on behalf of, either Party or waive any right on behalf of either Party.

3.3Alliance Managers. Promptly after the Effective Date, each Party shall appoint an individual to act as the alliance manager for such Party (each, an “Alliance Manager”). The Alliance Managers shall be responsible for alliance management between the Parties on a day-to-day basis throughout the Term. The Alliance Managers shall be the primary contact for the Parties regarding the activities contemplated by this Agreement and shall facilitate all such activities hereunder. Each Party may replace its Alliance Manager at any time upon written notice to the other Party.

ARTICLE 4
DEVELOPMENT

4.1Development Plan. The Parties shall actively participate in the development of Licensed Products throughout the Territory and shall each be responsible for the performance and costs of its own activities in accordance with a comprehensive development plan, the initial version of which is attached hereto as Exhibit B (as amended in accordance with this Agreement, the “Development Plan”). Such Licensed Products shall be developed for use with the SomaScan Technology and Illumina Sequencing Systems; provided that the Illumina Array-Based Systems may be used in connection with the workflow solutions; provided further, that any such use in connection with the workflow solutions shall exclude the final read-out; and provided further, that Illumina shall not use any array-based version of the SomaScan Assay for any purpose other than internal research in connection with development of the Licensed Product, reverse engineer or analyze the structure of such array-based version and or use such array-based version as a component of a Licensed Product or otherwise make available or Commercialize such array-based version to any Third Party. Illumina agrees and acknowledges that any array-based version of the SomaScan Assay may not be used as a component of a Licensed Product. Illumina agrees that it shall not reverse engineer or analyze the structure of such array-based version. SomaLogic shall use Commercially Reasonable Efforts throughout the Term to develop new SOMAmer Reagents in such quantities as specified in the Development Plan, as amended by the Parties, and directed to such categories as the Parties shall agree from time to time throughout the Term. Subject to SomaLogic timely completing the activities assigned to it under the Development Plan, Illumina will use Commercially Reasonable Efforts to continue the active development of the initial Licensed Product.

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4.2Subcontractors. Each Party may engage subcontractors for the performance of any of its obligations under this Agreement (such Party, the “Engaging Party”); provided that, in each case, (a) any engagement shall be pursuant to a written agreement between the Engaging Party and the applicable subcontractor that contains terms and conditions consistent with the terms and conditions of this Agreement; (b) without limiting the generality of the foregoing, each such subcontractor undertakes in writing obligations of confidentiality and non-use regarding Confidential Information of the non-Engaging Party which are at least as stringent as those undertaken by the Engaging Party pursuant to Article 12, and each such subcontractor assigns, and agrees to assign, in writing to the Engaging Party any and all Intellectual Property generated or made by such subcontractor in the course of performing the subcontracted activities, as necessary for the Engaging Party to comply with its obligations under Article 9; (c) none of the non-Engaging Party’s rights hereunder are diminished or otherwise adversely affected as a result of such subcontracting; and (d) the Engaging Party shall remain at all times fully liable to the non-Engaging Party for the performance of such subcontractor and the compliance of such subcontractor with this Agreement.

4.3Conduct of Development Activities. The Parties shall develop and manufacture the Licensed Products in accordance with the terms and conditions of this Agreement, in good scientific manner and in compliance with all Applicable Laws.

4.4Development Records. Each Party shall use Commercially Reasonable Efforts to prepare and maintain, or cause to be prepared and maintained, complete, current and accurate records of all development activities conducted by or on behalf of such Party or its Affiliates for any Licensed Product, and all data pertaining thereto, Foreground IP and other information resulting from such activities, which records shall properly reflect the work done and results achieved in the performance of the development activities and shall be prepared and maintained in good scientific manner, and in conformity with standard biotechnology industry practices and in sufficient detail appropriate for patent purposes and any applicable regulatory purposes.

4.5Co-Exclusivity.

(a)During the Co-Exclusivity Term, SomaLogic and its Affiliates shall not enter into any agreement with a Third Party for (***). For the avoidance of doubt, but subject to Section 2.6, SomaLogic and its Affiliates may (***). For the avoidance of doubt, SomaLogic and its Affiliates have the right during the Term to (***), except as otherwise expressly provided in this Agreement.

(b)During the Co-Exclusivity Term, Illumina and its Affiliates shall not enter into any agreement with a Proteomics Company for the development of (***). For the avoidance of doubt, Illumina and its Affiliates (A) may (***); (B) may (***); and (C) shall not (***).

4.6Development Escrow.

(a)So long as SomaLogic has any obligation to develop SOMAmer Reagents pursuant to this Agreement, including the Development Plan, SomaLogic shall (***) which shall be held in escrow by a Third Party reasonably agreed by the Parties pursuant to an escrow agreement containing terms that are mutually acceptable to Parties (the “Development Escrow Agreement”). All fees payable to the escrow agent under the Development Escrow Agreement will be the sole responsibility of Illumina.

(b)Upon SomaLogic’s failure to meet any development goal set forth in the Development Plan, and upon Illumina’s written request, SomaLogic shall (***). Except to the extent the Parties mutually agree in writing to an alternative course of action, in the event that (***) then

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SomaLogic immediately shall be required to work collaboratively with Illumina in good faith to co-develop SOMAmer Reagents toward meeting such development goal. (***).

(c)With respect to any Specified Reagent Request that is directed to any Specified Reagent that, in Illumina’s reasonable judgment based on documented customer demand, is material to the Commercialization of Licensed Products (each, a “Critical Reagent Request”), SomaLogic shall use Commercially Reasonable Efforts to develop the requested Specified Reagent(s) within (***)of such Critical Reagent Request. Upon SomaLogic’s failure to develop the applicable Specified Reagent(s) after such (***)period, and upon Illumina’s written request, SomaLogic shall (***). Except to the extent the Parties mutually agree in writing to an alternative course of action, in the event that (***).

(d)Notwithstanding anything to the contrary in Section 4.6(b) or Section 4.6(c), as applicable, if, no later than (i) with respect to SomaLogic’s obligations under Section 4.6(b), (***); or (ii) with respect to SomaLogic’s obligations under Section 4.6(c), (***), (A) would be (***), or (B) would be (***), then, if in either case Illumina disagrees, the Parties shall promptly refer the matter to the Joint Steering Committee, which shall consider each Party’s position and, only if a consensus opinion on the matter can be reached within (***), render such consensus opinion, which Illumina shall consider in good faith prior to (***), subject to the Parties’ good faith efforts to (***).

(e)(***).

(f)(***)

(g)For the avoidance of doubt, the Parties agree that the Development Escrow Agreement will contain mutually acceptable provisions for (***)and for (***).

ARTICLE 5
REGULATORY

5.1Regulatory Responsibility. As between the Parties, Illumina shall (a) at its sole cost and expense, be solely responsible and have sole decision-making authority for the preparation and filing of all Regulatory Documentation, and communicating with all Regulatory Authorities and other Governmental Authorities, with respect to the Licensed Products in the Territory; and (b) solely and exclusively own any Regulatory Documentation and Regulatory Approvals related to any of the Licensed Products in the Territory.

5.2Recalls; Market Suspensions; Market Withdrawals. As between the Parties, Illumina shall be solely responsible and have sole decision-making authority for (a) determining whether to voluntarily implement any recall, market suspension or market withdrawal of a Licensed Product anywhere in the Territory as a result of any event, incident or circumstance that, in Illumina’s sole discretion, may require such recall, market suspension or market withdrawal; and (b) implementing such recall, market suspension or market withdrawal as necessary. If a recall, market suspension or market withdrawal is mandated by a Regulatory Authority in any jurisdiction within the Territory, as between the Parties, Illumina shall be solely responsible and have sole decision-making authority for implementing such recall, market suspension or market withdrawal. SomaLogic shall reasonably cooperate with Illumina and provide all assistance reasonably requested by Illumina to implement all recalls, market suspensions or market withdrawals undertaken pursuant to this Section 5.2. Subject to Article 11, Illumina shall be solely responsible for all costs of any such recall, market suspension or market withdrawal, except to the extent that a recall, market suspension or market withdrawal results from SomaLogic’s or its Affiliate’s breach of its obligations hereunder or under the Supply Agreement, or from SomaLogic’s or its Affiliate’s fraud, negligence or willful misconduct, in which case, SomaLogic shall bear such expense of the recall, market suspension or market withdrawal. Illumina

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shall notify in writing SomaLogic promptly if it obtains information indicating that a Licensed Product may reasonably be expected to be subject to any recall, corrective action or other regulatory action under Applicable Laws.

ARTICLE 6
MANUFACTURING

6.1Manufacturing Responsibility. As between the Parties, Illumina, at its sole cost and expense, shall be solely responsible and have sole decision-making authority for all aspects of the manufacturing of the Licensed Products in the Territory; provided that SomaLogic shall have sole responsibility and decision-making authority with respect to SOMAmer Reagents and other components provided by or on behalf of SomaLogic under the Supply Agreement as more fully set forth in the Supply Agreement. Illumina may conduct the manufacturing activities for which it has responsibility under this Section 6.1 itself or through a CMO, subject to Section 4.2.

ARTICLE 7
COMMERCIALIZATION

7.1Commercialization Responsibility. As between the Parties, Illumina, at its sole cost and expense, shall be solely responsible and have sole decision-making authority for all aspects of the Commercialization of any Licensed Product in the Territory.

7.2Commercialization Efforts. Illumina will use Commercially Reasonable Efforts to (a) effect a First Commercial Sale of a Licensed Product within (***) after the Effective Date and (b) Commercialize Licensed Products in the Territory. SomaLogic will use Commercially Reasonable Efforts to facilitate Illumina’s First Commercial Sale of such Licensed Product in the Territory within (***).

7.3Customer Engagement. Notwithstanding anything to the contrary in this Agreement, both Parties may solicit feedback from and otherwise engage with customers regarding Improvements to the Licensed Products; provided that Illumina shall be responsible for the provision of all the day-to-day customer service and technical assistance relating to the Licensed Products to support and respond to customers and customer escalations; and provided further that the Parties shall negotiate in good faith and enter into a mutually acceptable service level agreement to set forth SomaLogic’s involvement with customers and customer escalations to ensure positive customer service. If a customer and Illumina commence discussions regarding the development and commercialization of a Licensed Product for use as an IVD and in any event if customer and Illumina enter into an agreement provide for such development and commercialization, then Illumina shall promptly notify SomaLogic in writing and use good faith efforts to introduce such customer to SomaLogic promptly thereafter.

7.4Licensed Product Branding.

(a)Illumina shall market and Sell the Licensed Products under one or more Illumina Trademarks in combination with one or more SomaLogic Trademarks subject to the applicable branding guidelines and otherwise in a manner to be agreed upon in writing by the Parties.Subject to Section 7.4(a), SomaLogic hereby grants to Illumina, and Illumina hereby accepts, during the Term (except as otherwise set forth Section 13.4(b)(i)), a non-exclusive, royalty-free, non-transferable (except as set forth in Section 14.2) license, with the right to grant sublicenses through multiple tiers on such terms as applicable to sublicenses of the Licenses under Section 2.2, to the SomaLogic Trademarks for purposes of associating and using such SomaLogic Trademarks in connection with the marketing and Sale of Licensed Products in accordance with this Section 7.4.

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(c)Illumina shall fully comply with all applicable trademark usage guidelines concerning the use of the SomaLogic Trademarks that are set forth on Exhibit E and comply in all material respects with all Applicable Laws pertaining to the usage of SomaLogic Trademarks to no lesser extent than to which Illumina complies with such Applicable Laws as pertaining to the usage of Illumina Trademarks. All uses of the SomaLogic Trademarks and all goodwill associated therewith will inure solely to the benefit of SomaLogic. Illumina shall obtain no rights with respect to any of the SomaLogicTrademarks, other than as expressly set forth herein, and Illumina irrevocably assigns to SomaLogic all such right, title and interest, if any, in any of the SomaLogic Trademarks and goodwill therein and thereto.

7.5Commercialization Milestones. Illumina shall be responsible for achieving the following deliverables (each, a “Milestone”) as of the corresponding dates (the “Milestone Due Date”) set forth below:

Milestone	Due Date
(***)	(***)
(***)	(***)

Notwithstanding the foregoing, to the extent any action or failure to act by SomaLogic or any Affiliate of SomaLogic, or any Person acting on either of their behalf, causes a delay to Illumina’s achievement of a Milestone, the Milestone Due Date shall be adjusted in equal proportion to such delay.

In the event that Illumina becomes aware that it will not achieve a given Milestone on or before the Milestone Due Date, Illumina will provide SomaLogic in writing no later than such Milestone Due Date a cure plan that reasonably details the steps that Illumina will take to achieve such Milestone Due Date and a timetable for achieving such Milestone. If such plan is acceptable to SomaLogic, in SomaLogic’s reasonable discretion, then SomaLogic promptly shall notify Illumina in writing of its acceptance of such plan and the Milestone Due Date shall be extended in accordance such plan. If such plan is not acceptable to SomaLogic, in SomaLogic’s reasonable discretion, then SomaLogic promptly shall notify Illumina in writing of its rejection of such plan and, following any failure by Illumina to achieve any Milestone on or before the applicable Milestone Due Date, SomaLogic may, at its sole option, exercise a one-time right to convert from a co-exclusive to non-exclusive collaboration (the “SomaLogic Conversion Option”), subject to each of the following conditions being met:

(i)Illumina shall not have achieved the Milestone as of (***) (the “Conversion Option Date”);

(ii)SomaLogic shall have provided Illumina written notice of its intent to exercise the SomaLogicConversion Option no earlier than the Milestone Due Date and no later than (***) prior to the Conversion Option Date (for the avoidance of doubt, failure to provide timely notice shall be deemed a constructive waiver of the SomaLogicConversion Option);

(iii)SomaLogic shall not have expressly waived the SomaLogicConversion Option in writing (such waiver, with respect to each Milestone, being irrevocable unless the waiver by its terms provides for revocation upon a failure by Illumina to achieve a Milestone by an extended date set forth in the waiver);

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(iv)SomaLogic shall not have been in material breach of the Agreement at any time during the period from the Milestone Due Date through the Conversion Option Date; and

(v)with respect to the missed Milestone giving rise to SomaLogic’s right to exercise the SomaLogic Conversion Option, SomaLogic shall not have (***) prior to Illumina’s sending notice to SomaLogic that it will not achieve such Milestone on or before the Milestone Due Date.

The effect of SomaLogic’s exercise of the SomaLogic Conversion Option shall be that the Co-Exclusivity Term shall expire and the Non-Exclusivity Term shall commence, in each case, at the end of the then-current Fiscal Year.

ARTICLE 8(***)
FINANCIAL PROVISIONS

8.1Technology Access Fee. In partial consideration of the Licenses and rights granted to Illumina under Article 2, and subject to the terms and conditions of this Agreement, Illumina shall, within ten (10) Business Days of the Effective Date, pay SomaLogic a non-refundable, non-creditable technology access fee equal to thirty million dollars ($30,000,000).

8.2Minimum Annual Royalties.

(a)Commencing in the first full Fiscal Year following the First Commercial Sale of a Licensed Product by a Selling Entity, if the total earned royalties owed from Illumina to SomaLogic pursuant to Section 8.3 in any Fiscal Year amount to less than the corresponding minimum annual royalty (as set forth below) (“Minimum Royalty”) in such Fiscal Year, Illumina shall pay to SomaLogic at the time specified in Section 8.6 the difference between the total earned royalties owed and the Minimum Royalty for such Fiscal Year, such that the total royalties paid in any given Fiscal Year are equal to the Minimum Royalty corresponding to such Fiscal Year.

Fiscal Year following First Commercial Sale	Minimum Royalty
Year1	(***$***)
Year 2	(***$***)
Year 3	(***$***)
Year4	(***$***)
Year 5	$25,900,000

8.3Royalty Payments.

(a)Royalty Rate. In partial consideration of the Licenses and rights granted to Illumina under Article 2, and subject to the terms and conditions of this Agreement (including, for the

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avoidance of doubt, the royalty deductions set forth in Section 8.3(c)), with respect to each Licensed Product, Illumina shall make the following non-refundable, non-creditable royalty payments to SomaLogic on the aggregate Net Sales for all Sales of such Licensed Product in the Territory by the Selling Entities to Third Parties during each Fiscal Year at the time specified in Section 8.6:

(i)During the Co-Exclusivity Term and only prior to the expiration of the Royalty Term, Illumina shall pay SomaLogic a royalty rate of (***%***) on aggregate Net Sales.

(ii)Notwithstanding anything to the contrary in Section 8.3(a)(i), during the Co-Exclusivity Term and only prior to the expiration of the Royalty Term, solely in the event that a Sale of a Licensed Product to a Top (***) Customer occurs during the first (***) Commercial Years with respect to such Licensed Product, Illumina shall pay the following royalty rates on Net Sales for all Sales of such Licensed Product by a Selling Entity to such Top (***) Customer in each Commercial Year in accordance with the following table:

Commercial Year*	Royalty Rate
Year (***)	(***%***)
Year (***)	(***%***)
Year (***)	(***%***)
Year (***)	(***%***)

*For purposes of determining the applicable royalty rate under this Section 8.3(a)(ii), (***) in the table above refer to the applicable Commercial Year following the first Sale of a Licensed Product to such Top (***) Customer (except Commercial Year refers to the twelve (12) consecutive months commencing on the first full month following the first Sale of a Licensed Product to the relevant Top (***) Customer); provided, however, that in the event that the first Sale in the Territory by a Selling Entity of a Licensed Product to a Top (***) Customer does not occur within the (***) period immediately following the first day of the first full month following the First Commercial Sale of a Licensed Product, the royalty rates applicable to such Sale and all subsequent Sales shall be as set forth in Section 8.3(a)(i) or Section 8.3(a)(iii), as applicable, and the royalty rates set forth in this Section 8.3(a)(ii) shall not apply.

Illumina agrees to contact in writing each Top (***) Customer either to include such Top (***) Customer in Illumina’s early access program with respect to Licensed Product(s) or within the first Commercial Year with respect to the first Licensed Product for the purpose of soliciting purchases of Licensed Product(s).

(iii)During (A) the Non-Exclusivity Term and prior to the expiration of the Royalty Term; or (B) the Co-Exclusivity Term if, on a Licensed Product-by-Licensed Product and country-by-country basis, a Licensed Product is not within the Royalty Term, Illumina shall pay SomaLogic a royalty rate of (***%***) on aggregate Net Sales (and, with respect to (B) only, the reporting and refund obligations set forth in Section 8.3(a)(iv) shall apply, mutatis mutandis). For the avoidance of doubt, (1) upon the expiration of the Co-Exclusivity Term, with respect to all Licensed Products, or (2) prior to the expiration of the Co-Exclusivity Term with respect to each Licensed Product for which there is no Valid Claim of a Licensed Patent that Covers such Licensed Product in the country of Sale, (x) the royalty rates set forth in Sections 8.3(a)(i) and (ii) shall not apply and (y) Illumina shall pay the royalty rate set forth in this Section 8.3(a)(iii) on all Sales of the Licensed Product(s) by a Selling Entity, in each case regardless of whether such Sale is to a Top (***) Customer or otherwise.

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(iv)During the Non-Exclusivity Term and following expiration of the Term, if, on a Licensed Product-by-Licensed Product and country-by-country basis, a Licensed Product is not within the Royalty Term, and for so long as the manufacture of the applicable Licensed Product incorporates or uses Trade Secrets of SomaLogic that are protected as Trade Secrets under Applicable Laws of the United States, Illumina shall pay SomaLogic a royalty rate of (***%***) on aggregate Net Sales of such Licensed Product, subject to any reductions as set forth in Section 8.3(c).

(v)(***).

(b)Royalty Term. The royalties payable pursuant to Section 8.3(a) shall be payable on a Licensed Product-by-Licensed Product and country-by-country basis from the First Commercial Sale of a Licensed Product by a Selling Entity in a country in the Territory until, except as otherwise set forth in Section 8.3(a)(iii)(B) or Section 8.3(a)(iv), the expiration of the last-to-expire Valid Claim of the Licensed Patents that Covers such Licensed Product in such country (“Royalty Term”). On a Licensed Product-by-Licensed Product and country-by-country basis, upon expiration of the Royalty Term for a Licensed Product in a country in the Territory, the Licenses with respect to such Licensed Product in such country shall become royalty-free (except as otherwise set forth in Section 8.3(a)(iii)(B) or Section 8.3(a)(iv)) and perpetual.

(c)Royalty Reductions. The royalties payable pursuant to Section 8.3 shall be subject to reduction on a country-by-country and Licensed Product-by-Licensed Product basis as a result of each of the events set forth below. The payment reductions set forth in this Section 8.3(c) shall be applied on a cumulative basis; provided that in no event shall the royalty payments due to SomaLogic pursuant to Section 8.3(a) for a given Licensed Product in a given country in a given Fiscal Year be reduced under this Section 8.3(c) by more than (***%***) by reason of any and all such reductions in the aggregate.

(i)Anti-Stacking. If Illumina or any of its Affiliates or Sublicensees obtains one or more licenses under Patents or other Intellectual Property of Third Parties (excluding Sublicensees) reasonably necessary in the development, manufacture or Commercialization of any Licensed Product in a country in the Territory (“Third Party Licenses”), then Illumina may deduct (***%***) of any royalty or milestone payments paid by Illumina to such Third Party under such Third Party License from the amount of royalties payable under Section 8.3(a) for such Licensed Product.

(ii)Royalty Reduction for Compulsory Licenses. If a Governmental Authority issues an order or decree that requires Illumina or its Affiliate or Sublicensee to grant a compulsory license to a Third Party with respect to Licensed Product in any country in the Territory with a royalty rate lower than the royalty rate provided by Section 8.3(a), then, subject to subsection (c) above, the royalty rate applicable to Net Sales of such Licensed Product in such country under Section 8.3(a) made pursuant to such compulsory license shall be reduced to the rate payable by the compulsory licensee, but in no event shall the applicable royalty rate be reduced under this Section 8.3(c)(ii) by more (***%***) in the aggregate.

8.4Only One Royalty. Only one royalty will be due hereunder by Illumina with respect to (a) the Sale of the same unit of any Licensed Product or (b) the Sale of any Licensed Product even if the development, manufacture or Commercialization of such Licensed Product is Covered by more than one claim of the Licensed Patents or Joint Patents.

8.5Third Party Payments. As between the Parties, SomaLogic shall be solely responsible for all payments, if any, due with respect to any Licensed Product pursuant to any Contract into which SomaLogic or any of its Affiliates has entered with a Third Party as of the Effective Date.

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8.6Payment; Reports. Any payments due under Section 8.2 or Section 8.3 shall be calculated and reported for each calendar quarter and shall be paid (***) after the end of such each calendar quarter. Each payment of royalties and other payments shall be accompanied or preceded by a report of Net Sales in sufficient detail to permit confirmation of the accuracy of the payment made, containing, on a Licensed Product-by-Licensed Product and country-by-country basis, the following information: (a) Net Sales of each Licensed Product, (b) details of any reductions or adjustments made pursuant to Section 8.3(c), and (c) the aggregate royalties and other amounts due hereunder.

8.7Exchange Rate; Manner and Place of Payment. All payments hereunder shall be payable in U.S. Dollars. When conversion of payments from any currency other than U.S. Dollars is required, such conversion shall be made using Illumina’s then‐current internal foreign currency translation method actually used on a consistent basis in preparing its financial statements. All payments owed under this Agreement shall be made by wire transfer of immediately available funds to a bank account designated in writing by SomaLogic.

8.8Late Payments. If any undisputed payment due to SomaLogic under this Agreement is not paid by the applicable due date, SomaLogic may charge Illumina interest on any outstanding amount of such payment, accruing as of the original due date, at an annual rate equal to the rate of prime (as reported in The Wall Street Journal (U.S. edition)), plus three percent (i.e., 300 basis points) or the maximum rate allowable by Applicable Law, whichever is less.

8.9Taxes.

(a)Taxes on Income. Notwithstanding anything else in this Section 8.9, each Party shall solely bear and pay all Taxes imposed on such Party’s net income or gain (in each case, however denominated) arising directly or indirectly from the activities of the Parties under this Agreement.

(b)Withholding Rights. The Parties shall use Commercially Reasonable Efforts to avoid or reduce, and to cooperate with one another to avoid or reduce, to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of any royalties and other payments made by Illumina (or its representatives) to SomaLogic under this Agreement. If any Taxes are required by Applicable Laws to be deducted or withheld by Illumina from any payment to SomaLogic under this Agreement, Illumina (or its representatives) shall (i) deduct or withhold such Taxes from the payment to SomaLogic, (ii) timely pay such Taxes to the proper Governmental Authority, and (iii) send proof of payment to SomaLogic within (***) following such payment. To the extent that any such amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Persons with respect to whom such amounts were deducted or withheld. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for Illumina (or its representatives) to not withhold or deduct Taxes or to withhold or deduct Taxes at a reduced rate under an applicable income tax treaty. Each Party shall provide the other Party with commercially reasonable assistance to enable the recovery, as permitted by Applicable Law, of withholding Taxes or similar obligations resulting from payments made under this Agreement, and any such recovery shall be for the benefit of the Party bearing such Taxes under this Section 8.9.

(c)Transfer Tax. Subject to Section 8.9(a), Illumina, on the one hand, and SomaLogic, on the other hand, shall each bear fifty percent (50%) of any transfer, stamp, value added, sales, use or similar Taxes or obligations (“Transfer Taxes”) imposed with respect to the Licenses or rights granted to Illumina under this Agreement or the transactions contemplated by this Agreement. Each Party shall cooperate with the other to file any Tax returns (as required to be filed under Applicable Law) with respect to such Transfer Taxes.

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8.10Financial Records and Audit. Illumina shall maintain complete and accurate records in sufficient detail to permit SomaLogic to confirm the accuracy of any royalty payments and other amounts payable under this Agreement, for at least three (3) full Fiscal Years following the end of the Fiscal Year to which they pertain. Upon SomaLogic’s reasonable request and with thirty (30) days’ prior written notice provided by SomaLogic to Illumina, Illumina shall permit an independent certified public accountant selected by SomaLogic and reasonably acceptable to Illumina to examine such records during regular business hours for the sole purpose of verifying for SomaLogic the accuracy of the financial reports furnished by Illumina under this Agreement or of any payments made, or required to be made, by Illumina to SomaLogic pursuant to this Agreement; provided, however, that none of the fees payable to such certified public accountant for services provided pursuant to this Section 8.10 shall be calculated as, or otherwise based on, a percentage of any underpayment by Illumina revealed as a result of the procedures set forth in this Section 8.10. Prior to each such audit, Illumina shall have the right to require that such independent certified public accountant execute a confidentiality agreement with Illumina on reasonable and customary terms. The foregoing audit right shall survive and continue to apply for a period of three (3) full Fiscal Years from the end of the Fiscal Year to which such records pertain, and SomaLogic shall not be permitted to exercise such audit right more often than once each Fiscal Year, and no Fiscal Year may be audited more than once. The final audit report will be shared with SomaLogic and Illumina at the same time and shall specify whether the amounts reported or paid to SomaLogic during the audited period were correct or, if incorrect, the amount of any underpayment or overpayment. The audit report shall only contain the information relevant to support the statement as to whether the amounts due under this Agreement were calculated, reported and paid accurately and shall not include any confidential (or additional information that is ordinarily not included in the reports to SomaLogic) disclosed to the auditor during the course of the audit. SomaLogic shall bear the full cost of such audit unless such audit reveals an underpayment by Illumina of more than seven percent (7%) of the amount actually due for any Fiscal Year being audited, in which case Illumina shall reimburse SomaLogic for the documented costs of such audit. Illumina shall pay to SomaLogic any underpayment discovered by such audit within thirty (30) days after the independent certified public accountant’s report, plus interest (as set forth in Section 8.8) from the original due date. If the audit reveals an overpayment by Illumina, then Illumina may offset any such overpayment against any future payments due to SomaLogic (it being understood that if Illumina does not owe any future payments to SomaLogic, SomaLogic shall pay to Illumina the overpayment within thirty (30) days after the date of the audit, plus interest (as set forth in Section 8.8) from the original due date). 

8.11Supply of SOMAmer Reagents.

(a)Supply Agreement. Reasonably in advance of the Commercialization of any Licensed Product, the Parties shall negotiate in good faith and enter into a mutually acceptable supply agreement (such initial agreement, as amended or extended, together with any subsequent agreements covering subject matter substantially similar thereto, a “Supply Agreement”) that will incorporate a related quality agreement and will set forth the terms and conditions by which SomaLogic shall manufacture and supply SOMAmer Reagents, either itself or through a Third Party contract manufacturer agreed by the Parties, to manufacture SOMAmer Reagents as reasonably required by Illumina (and Illumina’s Affiliates and Sublicensees) solely for use in the research, development or Commercialization of the Licensed Products, in each case in accordance with the terms and conditions set forth in this Section 8.11. Each such Supply Agreement shall include, at a minimum, the following terms and conditions:

(i)specification of a manufacturing site, to be agreed by the Parties;

(ii)the materials described on Exhibit F that include a summary of the required SOMAmer Reagents (as may be subsequently updated in the Supply Agreement) shall be supplied to Illumina at cost plus )***%***); provided that the total amount paid by Illumina for such

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materials described in Exhibit F shall not exceed (***$***) in total per sample (including all calibration wells); and provided further that such amount shall decrease by at least (***%***) over each two (2)-Fiscal Year period starting on January 1, 2024 until the total amount paid by Illumina for such SOMAmer Reagents does not exceed (***$***) in total per sample (including all calibration wells) at which point SomaLogic shall pass on to Illumina any further cost reductions that are achieved by SomaLogic;

(iii)SomaLogic shall enable and validate a primary Third Party contract manufacturer of SOMAmer Reagents (the “Secondary Manufacturer”) solely for use in the research, development or Commercialization of the Licensed Products and, as a backup supplier in the event the Secondary Manufacturer is unable or unwilling to supply SOMAmer Reagents as required under the Supply Agreement, an additional Third Party contract manufacturer of SOMAmer Reagents solely for use in the research, development or Commercialization of the Licensed Products (“Tertiary Manufacturer”); and

(iv)for quality assurance purposes, in connection with and in addition to the Supply Agreement, SomaLogic shall execute quality assurance agreements with each of Illumina, the Secondary Manufacturer and the Tertiary Manufacturer, in each case with terms and conditions reasonably satisfactory to Illumina.

(b)Supply Failures. Notwithstanding anything in this Agreement to the contrary, but subject to Section 8.11(c), in the event that SomaLogic, or the Secondary Manufacturer or Tertiary Manufacturer as applicable, is unable or unwilling to (i) manufacture SOMAmer Reagents as reasonably required by Illumina (and Illumina’s Affiliates and Sublicensees) solely for use in the research, development or Commercialization of the Licensed Products, or (ii) manufacture and supply such SOMAmer Reagents at reasonably acceptable quality standards (which, at a minimum, shall be as set forth in the quality assurance agreement) (each of (i) and (ii), a “Supply Failure”), the total Minimum Royalties payable by Illumina to SomaLogic shall be reduced by the amount of any reasonably documented direct damages or losses by Illumina due to such Supply Failure; provided that SomaLogic may request reasonable evidence of such damages or losses prior to any such reduction in Minimum Royalties taking effect.

(c)Effect of Illumina Actions and Inactions. In the event of a Supply Failuresolely resulting from breach by Illumina of any of its material obligations under this Agreement or the Supply Agreement for which Illumina has received written notice from SomaLogic, the reduction in Minimum Royalties described in Section 8.11(b) shall not apply with respect to such Supply Failure; provided that, in the case of a breach other than by reason of failure by Illumina to pay any undisputed payment owing under Article 8, so long as Illumina is using Commercially Reasonable Efforts to cure such breach, SomaLogic shall use Commercially Reasonable Efforts to fulfill its manufacturing and supply obligations under the Supply Agreement notwithstanding such breach and to mitigate any adverse effects of such breach thereon.

(d)Supply Escrow. So long as SomaLogic has any obligation to manufacture or supply SOMAmer Reagents pursuant to this Agreement or the Supply Agreement, SomaLogic shall (***)which shall be held in escrow by a Third Party reasonably agreed by the Parties pursuant to an escrow agreement containing terms that are mutually acceptable to Parties that will be entered into pursuant to the Supply Agreement (the “Supply Escrow Agreement”). All fees payable to the escrow agent under the Supply Escrow Agreement will be the sole responsibility of Illumina. The Supply Escrow Agreement will provide for (***).

(e)Supply Escrow Dispute Resolution. Notwithstanding Section 14.11, the SupplyEscrow Agreement shall provide for the appointment of a single arbitrator (the “Supply Escrow

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Arbitrator”) who shall have (***)The Supply Escrow Agreement will provide for the escrow agent to (***). The decision of the Supply Escrow Arbitrator shall be binding solely with respect to (***).

8.12IVD Licensed Products; IVD Sublicenses.

(a)IVD Development Rights. If a Third Party desires to develop and Commercialize a Licensed Product for IVD application (such Third Party, an “IVD Developer” and such Licensed Product, an “IVD Licensed Product”), then, in addition to the obligations in Section 7.3, subject to this Agreement, Illumina would have the right to grant to such IVD Developer a personal, limited, non‐exclusive, non‐transferable, right under Licensed Patents, SomaScan Technology (including associated Trade Secrets and Know-How), SomaLogic Foreground IP, SOMAmer Reagents and, to the extent licensed to Illumina under Section 2.1, the SomaLogic Other IP solely to the extent necessary to develop the applicable IVD Licensed Product during the Term for use in the Field in the Territory with the Illumina IVD NGS sequencing instrument and sequencing consumables and bioinformatics software (in each case, as further specified in an agreement between Illumina and such IVD Developer), subject to the terms and conditions of this Agreement and the applicable IVD plan for such IVD Licensed Product (each, an “IVD Plan”). For clarity, any rights granted pursuant to this Section 8.12(a) expressly exclude the right to make, have made, sell, have sold, offer for sale, or have offered for sale SOMAmer Reagents and in no event would such IVD Developer have any such rights pursuant to any agreement with Illumina authorized hereby. The Parties agree that this Section 8.12(a) is intended to, and does, alter any exhaustion of patent rights that may otherwise result from the sale of SOMAmer Reagents made without the express restriction provided herein.

(b)SomaLogic Access Fees. As partial consideration for the rights granted under Section 8.12(a), SomaLogic shall be entitled to assess to each IVD Developer, and Illumina will notify each IVD Developer of, (i) the applicable one-time-only, non‐refundable, non‐creditable technology access fee to be set forth in a written notice (the “SomaLogic Access Fee Notice”) provided by SomaLogic prior to First Commercial Sale of the first Licensed Product (such fee, the “SomaLogic Technology Access Fee”) payable to SomaLogic upon execution of a Contract between Illumina and such IVD Developer or an IVD Plan, as applicable, corresponding to the applicable IVD Licensed Product; provided that if, (***), and (ii) the applicable one-time-only, non‐refundable, non‐creditable fee payable to SomaLogic with respect to each new IVD Licensed Product set forth on the SomaLogic Access Fee Notice (such fee, the “New IVD Licensed Product Fee”, and together with the SomaLogic Technology Access Fee, the “SomaLogic IVD Fees”) due upon execution of an IVD plan referencing such IVD Licensed Product, in each of (i) and (ii), based on the Illumina IVD NGS sequencing instrument that would be used for development of IVD Licensed Products by such IVD Developer.

8.13Revenue Sharing. In the event that any Selling Entity intends to assess any fee or collect any other consideration with respect to the Sale or other Commercialization of a Licensed Product (including the consumption of a Licensed Product in connection with the provision of services) that is additional to payment of the purchase price directly attributable to the Sale of such Licensed Product alone, then, prior to the initial such assessment or collection, the Parties shall negotiate in good faith a revenue sharing agreement regarding the proceeds therefrom. The Parties agree that such revenue sharing agreement described in the immediately preceding sentence shall not apply to fees assessed or other consideration collected with respect to IVD Licensed Products, which are the subject of Section 8.12.

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ARTICLE 9
INTELLECTUAL PROPERTY

9.1Determination of Inventorship. Inventorship of any Intellectual Property developed during the Term and in connection with activities conducted pursuant to this Agreement (“Foreground IP”) shall be determined in accordance with United States laws of inventorship.

9.2Ownership.

(a)Background IP. As between the Parties, (i) Illumina shall solely and exclusively own and retain all right, title and interest in and to the Illumina Background IP, and (ii) subject to the Licenses granted to Illumina under this Agreement, SomaLogic shall solely and exclusively own and retain all right, title and interest in and to (A) the SomaLogic Other IP and SOMAmers (including any target-binding aptamers with up to (***) identity thereto, expressly excluding reporter bar code sequences and sequences for library handling, sequencing and readout), and (B) the Licensed Patents and SomaScan Technology.

(b)Foreground IP. All Foreground IP created, conceived, reduced to practice, discovered, generated, developed or otherwise made at any time during the Term solely by one or more employees, consultants or contractors of SomaLogic or its Affiliates shall be solely owned by SomaLogic (“SomaLogic Foreground IP”). All Foreground IP created, conceived, reduced to practice, discovered, generated, developed or otherwise made at any time during the Term solely by one or more employees, consultants or contractors of Illumina or its Affiliates shall be solely owned by Illumina (“Illumina Foreground IP”). The Parties shall jointly own all Foreground IP that is created, conceived, reduced to practice, discovered, generated, developed or otherwise made at any time during the Term jointly by or on behalf of, on the one hand, one or more employees, consultants or contractors of SomaLogic or its Affiliates and, on the other hand, one or more employees, consultants or contractors of Illumina or its Affiliates (“Joint Foreground IP”).

(c)Disclosure of Certain Improvements. Each Party shall promptly disclose to the other Party all Joint Foreground IP, including any invention disclosures or other similar documents submitted to such Party by its employees, consultants or contractors describing such Joint Foreground IP, and shall promptly respond to reasonable requests from the other Party for additional information relating to such Joint Foreground IP; provided, however, that disclosure shall not be required to the extent such Joint Foreground IP is already in the other Party’s possession and such other Party has acknowledged in writing its status as Joint Foreground IP. Except to the extent SomaLogic has granted Illumina an exclusive license under SomaLogic’s joint ownership interest in Joint Foreground IP, and subject to Illumina’s payment, reporting and accounting obligations with respect to Licensed Products under this Agreement, each Party shall have the right to practice and use, and to grant licenses under, such Party’s own joint ownership interest in Joint Foreground IP without the other Party’s consent, and shall have no duty to account to the other Party for such practice, use or license, and each Party hereby waives any right it may have under the laws of any country to require such consent or accounting.

9.3Certain Covenants. Notwithstanding anything to the contrary in this Agreement except for Sections 8.2(b) and 13.4(b)(iv), each Party covenants not to, and covenants not to permit or cause any of its Affiliates to, directly or indirectly (including through the grant of any license, option or other right to any Third Party) practice or use the Joint Foreground IP to develop, manufacture or Commercialize any products or services that compete against the Licensed Products.

9.4Patent Prosecution and Maintenance. For purposes of this Section 9.4, the terms “prosecution” and “maintenance” (including variations such as “prosecute” and “maintain”) shall mean, with respect to a Patent, the preparation, filing, prosecution and maintenance (including payment of any

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patent annuity fees) of such Patent, as well as re-examinations, reissues, appeals, post grant reviews (PGR), inter partes reviews (IPR) and requests for patent term adjustments and patent term extensions with respect to such Patent, together with the initiation or defense of interferences, oppositions and other similar Actions with respect to the particular Patent, and any appeals therefrom, before any Governmental Authority in the Territory. For clarification, “prosecution” and “maintenance” (including variations such as “prosecute” and “maintain”) shall not include any other enforcement actions taken with respect to a Patent.

(a)Background Patents.

(i)SomaLogic shall have the sole and exclusive right (but not the obligation), at SomaLogic’s sole discretion, to prosecute and maintain any Patents included in the SomaLogic Other IP at SomaLogic’s own expense and by counsel of its own choice.

(ii)Illumina shall have the sole and exclusive right (but not the obligation), at Illumina’s sole discretion, to prosecute and maintain any Patents included in the Illumina Background IP, at Illumina’s own expense and by counsel of its own choice.

(b)Licensed Patents.

(i)As between the Parties, SomaLogic shall have the first right, at its option, to control the prosecution and maintenance of any Licensed Patent in the Territory, at its sole cost and expense and by counsel selected by SomaLogic. SomaLogic shall consult with Illumina as to the prosecution and maintenance of such Licensed Patents reasonably prior to any deadline or action with any patent office, shall furnish to Illumina copies of all relevant drafts and documents reasonably in advance of such consultation, and shall consider in good faith Illumina’s reasonable comments thereon. SomaLogic shall keep Illumina reasonably informed of progress with regard to the prosecution and maintenance of such Licensed Patents and shall provide to Illumina copies of all material patent office submissions within a reasonable amount of time following submission thereof by SomaLogic.

(ii)In the event that SomaLogic desires to abandon (except in instances of abandonment and re-filing in the context of continuation applications and divisional applications to maintain continuity of priority rights) or cease the prosecution or maintenance of any Licensed Patent rights in any country in the Territory, SomaLogic shall provide reasonable prior written notice to Illumina of such intention to abandon (which notice shall, to the extent possible, be given no later than (***) days prior to the next deadline for any action that must be taken with respect to any such Licensed Patent in the relevant patent office). In such case, at Illumina’s sole discretion, upon written notice to SomaLogic, Illumina may elect to assume responsibility for prosecution and maintenance of such Licensed Patent, at Illumina’s sole cost and expense and by counsel of its own choice.

(iii)In the event a SomaLogic Patent that is (A) reasonably necessary or useful to make or have made (on Illumina’s behalf) Licensed Products in the Field in the Territory, or (B) reasonably necessary to use, Sell, have Sold, offer for Sale, import and export Licensed Products in the Field in the Territory, is not included as a Licensed Patent on Exhibit A, then the Parties shall amend Exhibit A to add such Patent as a Licensed Patent thereunder (which amendment shall be effective as of the earlier of the Effective Date or, if generated subsequent to the Effective Date, the date of filing of such SomaLogic Patent). For the avoidance of doubt, any dispute over whether a SomaLogic Patent qualifies as a Licensed Patent pursuant to the immediately preceding sentence shall be resolved pursuant to Section 14.11 prior to the addition of such Patent to Exhibit A.

(c)Sole Patents

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.

(i)SomaLogic shall have the first right, at its option, to control the prosecution and maintenance of any SomaLogic Sole Patents throughout the world, at SomaLogic’s sole cost and expense and by counsel of its own choice. In the event that SomaLogic desires to abandon (except in instances of abandonment and re-filing in the context of continuation applications and divisional applications to maintain continuity of priority rights) or cease the prosecution or maintenance of any SomaLogic Sole Patent in any country in the Territory, SomaLogic shall provide reasonable prior written notice to Illumina of such intention to abandon (which notice shall, to the extent possible, be given no later than (***) prior to the next deadline for any action that must be taken with respect to any such SomaLogic Sole Patent in the relevant patent office). In such case, at Illumina’s sole discretion, upon written notice to SomaLogic, Illumina may elect to assume responsibility for prosecution and maintenance of such SomaLogic Sole Patent, at Illumina’s sole cost and expense and by counsel of its own choice.

(ii)Illumina shall have the first right, at its option, to control the prosecution and maintenance of any Illumina Sole Patents throughout the world, at Illumina’s sole cost and expense and by counsel of its own choice. In the event that Illumina desires to abandon (except in instances of abandonment and re-filing in the context of continuation applications and divisional applications to maintain continuity of priority rights) or cease the prosecution or maintenance of any Illumina Sole Patent in any country in the Territory, Illumina shall provide reasonable prior written notice to SomaLogic of such intention to abandon (which notice shall, to the extent possible, be given no later than (***) prior to the next deadline for any action that must be taken with respect to any such Illumina Sole Patent in the relevant patent office). In such case, at SomaLogic’s sole discretion, upon written notice to Illumina, SomaLogic may elect to assume responsibility for prosecution and maintenance of such Illumina Sole Patent, at SomaLogic’s sole cost and expense and by counsel of its own choice.

(d)Joint Patents.

(i)The Party to control the prosecution and maintenance of any Joint Patent that is neither directed to Aptamers or Assay Moiety shall be determined by the Joint IP Committee.

(ii)As between the Parties, Illumina shall have the first right, at its option, to control the prosecution and maintenance of any (A) Joint Patents directed to Assay Moiety and (B) Joint Patents allocated to Illumina by the Joint IP Committee pursuant to Section 9.4(d)(i) (such Joint Patents collectively, the “Illumina Joint Patents”), in each case, in the Territory, by counsel selected by Illumina. Illumina shall consult with SomaLogic as to the prosecution and maintenance of the Illumina Joint Patents reasonably prior to any deadline or action with any patent office, shall furnish to SomaLogic copies of all relevant drafts and documents reasonably in advance of such consultation, and shall consider in good faith SomaLogic’s reasonable comments thereon. Illumina shall keep SomaLogic reasonably informed of progress with regard to the prosecution and maintenance of the Illumina Joint Patents and shall provide to SomaLogic copies of all material patent office submissions within a reasonable amount of time following submission thereof by Illumina. All costs and expenses relating to the prosecution and maintenance of the Illumina Joint Patents shall be shared equally by the Parties. In the event that Illumina desires to abandon (except in instances of abandonment and re-filing in the context of continuation applications and divisional applications to maintain continuity of priority rights) or cease the prosecution or maintenance of any Illumina Joint Patent in any country in the Territory, Illumina shall provide reasonable prior written notice to SomaLogic of such intention to abandon (which notice shall, to the extent possible, be given no later than (***) prior to the next deadline for any action that must be taken with respect to any such Illumina Joint Patent in the relevant patent office). In such case, at SomaLogic’s sole discretion, upon written notice to Illumina, SomaLogic may elect to assume

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responsibility for prosecution and maintenance of such Illumina Joint Patent, at SomaLogic’s sole cost and expense and by counsel of its own choice.

(iii)As between the Parties, SomaLogic shall have the first right, at its option, to control the prosecution and maintenance of any (A) Joint Patents directed to Aptamers and (B) Joint Patents allocated to SomaLogic by the Joint IP Committee pursuant to Section 9.4(d)(i) (such Joint Patents collectively, the “SomaLogic Joint Patents”), in each case, in the Territory, by counsel selected by SomaLogic. SomaLogic shall consult with Illumina as to the prosecution and maintenance of the SomaLogic Joint Patents reasonably prior to any deadline or action with any patent office, shall furnish to Illumina copies of all relevant drafts and documents reasonably in advance of such consultation, and shall consider in good faith Illumina’s reasonable comments thereon. SomaLogic shall keep Illumina reasonably informed of progress with regard to the prosecution and maintenance of the SomaLogic Joint Patents and shall provide to Illumina copies of all material patent office submissions within a reasonable amount of time following submission thereof by SomaLogic. All costs and expenses relating to the prosecution and maintenance of the SomaLogic Joint Patents shall be shared equally by the Parties. In the event that SomaLogic desires to abandon (except in instances of abandonment and re-filing in the context of continuation applications and divisional applications to maintain continuity of priority rights) or cease the prosecution or maintenance of any SomaLogic Joint Patent in any country in the Territory, SomaLogic shall provide reasonable prior written notice to Illumina of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days prior to the next deadline for any action that must be taken with respect to any such SomaLogic Joint Patent in the relevant patent office). In such case, at Illumina’s sole discretion, upon written notice to SomaLogic, Illumina may elect to assume responsibility for prosecution and maintenance of such SomaLogic Joint Patent, at Illumina’s sole cost and expense and by counsel of its own choice.

(e)Cooperation. In connection with the prosecution and maintenance of Licensed Patents or Joint Patents by a Party (the “Prosecuting Party”) in accordance with Section 9.4, the other Party (the “Non-Prosecuting Party”) agrees to cooperate fully with the Prosecuting Party in such prosecution and maintenance of any Licensed Patent or Joint Patent. Such cooperation includes: (i) executing all documents and instruments, and requiring its Affiliates and its and their respective employees, consultants and contractors to execute all documents and instruments, in each case reasonably requested by the Prosecuting Party, so as to effectuate, perfect, register and record the ownership of Foreground IP, and Patents included in such Foreground IP, and to enable the Prosecuting Party to apply for and to prosecute patent applications as permitted by Section 9.4; and (ii) promptly informing the Prosecuting Party of any matters coming to the Non-Prosecuting Party’s attention that reasonably could be expected to affect the prosecution or maintenance of any such patent applications, including (A) any information necessary or desirable to enable the Prosecuting Party to comply with the duty of candor/duty of disclosure requirements of any Governmental Authority and (B) any oppositions, post-grant reviews, cancellations, interferences, reissue proceedings or reexaminations with respect to such patent applications.

9.5Infringement by Third Parties.

(a)Notice. If either Party becomes aware of (i) any Infringement or threatened Infringement by any Third Party of any Licensed Patent or Joint Patent or (ii) any declaratory judgment, revocation or equivalent Action challenging any Licensed Patent or Joint Patent in connection with any such Infringement or threatened Infringement (in each case of (i) or (ii), a “Product Infringement”), it shall promptly notify the other Party in writing to that effect. Any such notice shall include a summary of available information that would support an allegation of Infringement or threatened Infringement, or declaratory judgment or equivalent Action, by such Third Party.

(b)Enforcement.

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(i)Licensed Patents. Subject to this Section 9.5(b), as between the Parties, SomaLogic shall have the first right (and during the Non-Exclusivity Term, the sole right), but not the obligation, to bring an appropriate Action or take any other act against any Person engaged in a Product Infringement of any Licensed Patent in the Territory, at SomaLogic’s own expense and by counsel of its own choice (it being understood that, if Illumina or any of its Affiliates is a necessary or indispensable party to such Action, Illumina or such Affiliate shall join, and consent to being joined in, such Action). Illumina may, at its own expense, be represented in any such Action by counsel of its own choice, and SomaLogic and its counsel shall reasonably cooperate with Illumina and its counsel in strategizing, preparing and prosecuting any such Action. If during the Co-Exclusivity Term SomaLogic fails to bring an Action with respect to such Product Infringement of any Licensed Patent in the Territory within (A) sixty (60) days following the notice of alleged Product Infringement or (B) ten (10) days before the time limit, if any, as required by Applicable Law for the filing of such Actions, whichever comes first, Illumina shall have the right, but not the obligation, to bring and control any such Action at its own expense and by counsel of its own choice, and SomaLogic may, at its own expense, be represented in any such Action by counsel of its own choice.

(ii)Illumina Joint Patents. Subject to this Section 9.5(b), as between the Parties, Illumina shall have the first right, but not the obligation, to bring an appropriate Action or take any other act against any Person engaged in a Product Infringement of any Illumina Joint Patent in the Territory, by counsel of its own choice (it being understood that, if SomaLogic or any of its Affiliates is a necessary or indispensable party to such Action, SomaLogic or such Affiliate shall join, and consent to being joined in, such Action). SomaLogic may be represented in any such Action by counsel of its own choice, and Illumina and its counsel shall reasonably cooperate with SomaLogic and its counsel in strategizing, preparing and prosecuting any such Action. If Illumina fails to bring an Action with respect to such Product Infringement of any Illumina Joint Patent in the Territory within (A) sixty (60) days following the notice of alleged Product Infringement or (B) ten (10) days before the time limit, if any, as required by Applicable Law for the filing of such Actions, whichever comes first, SomaLogic shall have the right, but not the obligation, to bring and control any such Action by counsel of its own choice, and Illumina may be represented in any such Action by counsel of its own choice. All reasonable costs and expenses relating to any Actions brought or other acts taken by the Parties pursuant to this Section 9.5(b)(ii) shall be shared equally by the Parties.

(iii)SomaLogic Joint Patents. Subject to this Section 9.5(b), as between the Parties, SomaLogic shall have the first right, but not the obligation, to bring an appropriate Action or take any other act against any Person engaged in a Product Infringement of any SomaLogic Joint Patent in the Territory by counsel of its own choice (it being understood that, if Illumina or any of its Affiliates is a necessary or indispensable party to such Action, Illumina or such Affiliate shall join, and consent to being joined in, such Action). Illumina may be represented in any such Action by counsel of its own choice, and SomaLogic and its counsel shall reasonably cooperate with Illumina and its counsel in strategizing, preparing and prosecuting any such Action. If SomaLogic fails to bring an Action with respect to such Product Infringement of any SomaLogic Joint Patent in the Territory within (A) sixty (60) days following the notice of alleged Product Infringement or (B) ten (10) days before the time limit, if any, as required by Applicable Law for the filing of such Actions, whichever comes first, Illumina shall have the right, but not the obligation, to bring and control any such Action by counsel of its own choice, and SomaLogic may be represented in any such Action by counsel of its own choice. All reasonable costs and expenses relating to any Actions brought or other acts taken by the Parties pursuant to this Section 9.5(b)(iii) shall be shared equally by the Parties.

(c)Cooperation. In the event either Party brings an Action or does any other act in accordance with Section 9.5(b) (such Party, the “Enforcing Party”), the other Party shall cooperate fully, including, if required to bring and maintain such Action, the furnishing of a power of attorney or being named as a party to such Action. The Enforcing Party shall not enter into any settlement or

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compromise of any Action under Section 9.5(b) that would in any manner alter, diminish, or be in derogation of the other Party’s rights under this Agreement without the prior written consent of such other Party, which shall not be unreasonably withheld, conditioned or delayed.

(d)Recoveries. Except as otherwise agreed by the Parties in writing as part of a cost-sharing arrangement:

(i)Any recovery or damages realized as a result of an Action with respect to any Product Infringement of any Licensed Patent in the Territory, whether by way of settlement or otherwise, shall first be used to reimburse the Enforcing Party for its documented, unreimbursed out-of-pocket costs and expenses (including court, attorneys’ and professional fees) incurred in connection with such Action and then, following payment in full of all such costs to the Enforcing Party, to reimburse the non-Enforcing Party for its documented, unreimbursed out-of-pocket costs and expenses (including court, attorneys’ and professional fees) incurred in connection with such Action. Any remainder of the recovery after reimbursement of the litigation costs and expenses of the Parties shall be shared equally by the Parties; and

(ii)Any recovery or damages realized as a result of such Action with respect to any Product Infringement of any Illumina Joint Patents or SomaLogic Joint Patents in the Territory shall be shared equally by the Parties.

(e)Sole Patents; Background Patents.

(i)SomaLogic shall have the sole and exclusive right (but not the obligation), at SomaLogic’s sole discretion, to enforce any (A) SomaLogic Sole Patents and (B) Patents included in the SomaLogic Other IP, in each case, at SomaLogic’s own expense and by counsel of its own choice.

(ii)Illumina shall have the sole and exclusive right (but not the obligation), at Illumina’s sole discretion, to enforce any (A) Illumina Sole Patents and (B) Patents included in the Illumina Background IP, in each case, at Illumina’s own expense and by counsel of its own choice.

9.6Infringement of Third Party Rights. Each Party shall promptly notify the other Party in writing of any allegation by a Third Party that the development, manufacture or Commercialization of any Licensed Product Infringes, misappropriates or otherwise violates or may Infringe, misappropriate or otherwise violate the Intellectual Property of any Third Party. Illumina shall have the sole right to control any defense of any such Action involving alleged Infringement of Third Party rights by Illumina’s activities at its own expense and by counsel of its own choice, and SomaLogic shall have the right, at its own expense, to be represented in any such Action by counsel of its own choice. SomaLogic shall have the sole right to control any defense of any such Action involving alleged Infringement of Third Party rights by SomaLogic’s activities at its own expense and by counsel of its own choice, and Illumina shall have the right, at its own expense, to be represented in any such Action by counsel of its own choice. Neither Party shall have the right to settle any patent Infringement Action under this Section 9.6 in a manner that diminishes the rights or interests of, or includes any admission by, the other Party without the written consent of such other Party (which shall not be unreasonably withheld, conditioned or delayed).

ARTICLE 10
REPRESENTATIONS AND WARRANTIES AND COVENANTS

10.1Mutual Representations and Warranties. Each Party represents and warrants to the other Party that, as of the Effective Date: (a) such Party is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate or other power and authority to

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enter into this Agreement and to carry out the provisions hereof; (b) such Party is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action; (c) this Agreement is legally binding upon such Party, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and equitable principles, and does not conflict with any Contract or instrument, oral or written, to which it is a party or by which it may be bound, nor violate any Applicable Law of any Governmental Authority having jurisdiction over it; and (d) such Party has the right to grant the licenses granted by it under this Agreement.

10.2Mutual Covenants.

(a)Compliance.

(i)In the performance of its obligations under this Agreement, each Party shall comply and shall cause its Subsidiaries and its and its Subsidiaries’ employees and contractors to comply with all Applicable Laws, including all anti-corruption and anti-bribery laws and regulations, economic, trade and financial sanctions, and trade embargoes.

(ii)Each Party shall not, and shall cause its Subsidiaries and its and its Subsidiaries’ employees and contractors not to, in connection with the performance of its and their respective obligations under this Agreement, directly or indirectly through any Third Parties, pay, promise or offer to pay, or authorize the payment of, any money or give any promise or offer to give, or authorize the giving of anything of value to a Public Official or Entity or other person for purpose of obtaining or retaining business for or with, or directing business to, any person, including either Party (and each Party represents and warrants that as of the Effective Date, such Party, and to its Knowledge, its Subsidiaries and its and its Subsidiaries’ employees and contractors, have not directly or indirectly promised, offered or provided any corrupt payment, gratuity, emolument, bribe, kickback, illicit gift or hospitality or other illegal or unethical benefit to a Public Official or Entity or any other person in connection with the performance of such Party’s obligations under this Agreement, and each Party covenants that it shall not, and shall not permit its Subsidiaries’ employees and contractors to, directly or indirectly, engage in any of the foregoing).

(iii)Each Party represents and warrants that neither it nor its Subsidiaries’ nor its or its Subsidiaries’ directors, officers or employees, nor, to its Knowledge, any agents or contractors acting on its or its Subsidiaries’ behalf, is subject to economic, trade and financial sanctions under Applicable Law. Neither Party shall directly or indirectly use the proceeds of the transactions or activities contemplated in this Agreement, or lend, contribute or otherwise make available such proceeds, in violation of applicable sanctions laws.

(iv)Each Party may suspend or terminate this Agreement in its entirety in the event there is a credible finding by a Governmental Authority, after a reasonable investigation, that the other Party, in connection with performance of such other Party’s obligations under this Agreement, has violated any anti-corruption or anti-bribery laws or regulations, economic, trade or financial sanctions, or trade embargoes, in each case under Applicable Law.

10.3Additional SomaLogic Representations, Warranties and Covenants. SomaLogic represents and warrants that, as of the Effective Date:

(a)neither SomaLogic nor any of its Affiliates is a party to any agreement with a Third Party in effect on the Effective Date under which it has granted such Third Party any license, or option or other right to obtain a license, to develop, manufacture or Commercialize any Licensed

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Product in the Territory (it being understood that this Section 10.3(a) does not apply to licenses to SomaScan Technology granted for purposes not specifically relating to any Licensed Product, solely to the extent such licenses would not reasonably be expected to include a grant of development, manufacturing or Commercialization rights regarding any Licensed Product);

(b)Exhibit A hereto contains a true and complete list of the Licensed Patents in the Territory existing as of the Effective Date (the “Existing Licensed Patents”);

(c)SomaLogic is the sole and exclusive owner of all right, title and interest in and to the Existing Licensed Patents, free of any lien or security interest;

(d)neither SomaLogic nor any of its Affiliates is a party to any Contract containing any provision that (i) restricts, restrains or prevents SomaLogic from entering into this Agreement or performing its obligations hereunder (including any such provision contained in a non-compete or similar arrangement) or (ii) restricts, interferes with or otherwise constrains the development, manufacture or Commercialization of any Licensed Product in the Territory;

(e)neither SomaLogic nor any of its Affiliates has been a party to any Action, or is a party to any pending Action, in each case, seeking to invalidate or otherwise challenge the enforceability of the claims of the issued Patents within the Licensed Patents, and SomaLogic has not received notice of any threatened Action in writing (or, to SomaLogic’s Knowledge, otherwise) seeking to invalidate or otherwise challenge the enforceability of the claims of such issued Patents;

(f)no Licensed Patent is the subject of any declaratory judgment, interference, reissue, derivation, opposition, revocation, cancellation, inter partes review, post-grant review, re-examination or other similar Action;

(g)neither SomaLogic nor any of its Affiliates has been a party to any Action, and is not a party to any pending Action, in each case, claiming that the development, manufacture or Commercialization of any Licensed Product, by reason of the use or commercialization of any Licensed Patents, SomaScan Technology, SomaLogic Foreground IP or SomaLogic Other IP in connection therewith, Infringes or would Infringe the Patents or other Intellectual Property of any Third Party, and SomaLogic has not received notice of any threatened Action in writing (or, to SomaLogic’s Knowledge, otherwise) claiming that the development, manufacture or Commercialization of any Licensed Product, by reason of the use or commercialization of any Licensed Patents, SomaScan Technology, SomaLogic Foreground IP or SomaLogic Other IP in connection therewith, Infringes or would Infringe the Patents or other Intellectual Property of any Third Party, and SomaLogic is not aware of any imminent or likely threat from a Third Party claiming such Infringement;

(h)(i) all issued Patents included in the Existing Licensed Patents are subsisting and, to SomaLogic’s Knowledge, valid and enforceable in all material respects; (ii) SomaLogic has not taken any action or failed to take any action which reasonably would be expected to cause any of the issued Existing Licensed Patents to lapse prematurely; and (iii) all pending Patent applications included in the Existing Licensed Patents are being diligently prosecuted in the respective patent offices in the Territory, in each case in accordance with Applicable Law;

(i)(i) each Person who has or has had any rights in or to any of the Licensed Patents or SomaScan Technology has assigned and has executed a written Contract presently assigning such Person’s entire right, title and interest in and to the Licensed Patents or SomaScan Technology, as applicable, to SomaLogic or its applicable Affiliate; (ii) no current officer, employee, agent or consultant of SomaLogic or any of its Affiliates is in violation of any term of any assignment or other Contract regarding the Licensed Patents or SomaScan Technology or of any employment Contract relating to the

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relationship of any such Person with SomaLogic or any of its Affiliates, which violation reasonably could be expected to adversely affect SomaLogic’s rights in any Licensed Patents or SomaScan Technology; and (iii) no Action has been brought or threatened in writing (or, to SomaLogic’s Knowledge, otherwise) by any Person disputing the inventorship or ownership of any of the Licensed Patents and SomaLogic is not aware of any reasonable basis for such inventorship or ownership dispute;

(j)SomaLogic and its Affiliates have taken commercially reasonable measures consistent with industry practices to protect the secrecy, confidentiality and value of all Know-How, Trade Secrets and Confidential Information included in the SomaScan Technology and, to SomaLogic’s Knowledge, there have been no unauthorized uses or disclosures of any such Know-How, Trade Secrets or Confidential Information;

(k)to SomaLogic’s Knowledge, (i) the development, manufacture or Commercialization of the Licensed Products, by reason of the use or commercialization of any Licensed Patents, SomaScan Technology, SomaLogic Foreground IP or SomaLogic Other IP in connection therewith, has not Infringed, misappropriated or otherwise violated, and does not and will not Infringe, misappropriate or otherwise violate, any Patents or any other Intellectual Property of any Third Party, and SomaLogic is not aware of any reasonable basis for such Infringement, misappropriation or violation; and (ii) no Third Party is Infringing, misappropriating or otherwise violating the Licensed Patents or SomaScan Technology in any respect that reasonably could be expected to adversely affect the Commercialization of Licensed Products;

(l)(i) SomaLogic has not granted, and agrees not to grant during the Term, any right to any Third Party under any Licensed Patents or SomaScan Technology in the Field in the Territory that would conflict with any of the rights granted to Illumina hereunder; and (ii) SomaLogic has not received written notice that any of the Licensed Patents in the Territory is the subject of a compulsory license;

(m)to SomaLogic’s Knowledge, there is no Intellectual Property Controlled by any Third Party that, if not licensed to Illumina, necessarily would be infringed by the manufacture or Commercialization of any Licensed Product that reasonably could be expected to be developed under this Agreement; and

(n)all tangible or recorded information and data provided by or on behalf of SomaLogic to Illumina related to Intellectual Property Controlled by SomaLogic on or before the Effective Date in contemplation of this Agreement that is material to the transactions contemplated hereunder was and is, to the Knowledge of SomaLogic, true, accurate and complete in all material respects.

10.4Additional Illumina Representations, Warranties and Covenants. Illumina represents and warrants that, as of the Effective Date:

(a)neither Illumina nor any of its Affiliates is a party to any agreement with a Third Party in effect on the Effective Date under which it has granted such Third Party any license, or option or other right to obtain a license, to develop, manufacture or Commercialize any NGS-based proteomic distributable Kit that would reasonably be expected to compete with a Licensed Product in the Territory (it being understood that this Section 10.4(a) does not apply to licenses to the Illumina Sequencing Systems or Illumina Array-Based System granted for purposes not specifically relating to any Licensed Product or any NGS-based proteomic distributable Kit that would reasonably be expected to compete with a Licensed Product, solely to the extent such licenses would not reasonably be expected to include a grant of development, manufacturing or Commercialization rights regarding any Licensed Product or any NGS-based proteomic distributable Kit that would reasonably be expected to compete with a Licensed Product);

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(b) neither Illumina nor any of its Affiliates is a party to any Contract containing any provision that (i) restricts, restrains or prevents Illumina from entering into this Agreement or performing its obligations hereunder (including any such provision contained in a non-compete or similar arrangement) or (ii) restricts, interferes with or otherwise constrains the development, manufacture or Commercialization of any Licensed Product in the Territory;

(c)neither Illumina nor any of its Affiliates has been a party to any Action, and is not a party to any pending Action, in each case, claiming that the development, manufacture or Commercialization of any Licensed Product Infringes or would Infringe the Patents or other Intellectual Property of any Third Party, and Illumina has not received notice of any threatened Action in writing (or, to Illumina’s Knowledge, otherwise) claiming that the development, manufacture or Commercialization of any Licensed Product Infringes or would Infringe the Patents or other Intellectual Property of any Third Party, and Illumina is not aware of any imminent or likely threat from a Third Party claiming such Infringement;

(d)to Illumina’s Knowledge, there is no Intellectual Property Controlled by any Third Party that, if not licensed to Illumina, necessarily would be infringed by the manufacture or Commercialization of any Licensed Product that reasonably could be expected to be developed under this Agreement; and

(e)Illumina has not granted any right to any Third Party under any Patents included in the Illumina Background IP in the Field in the Territory that would conflict with Illumina’s obligations with respect to development, manufacture or Commercialization of Licensed Products set forth in this Agreement, including its obligations set forth in Section 4.5(b).

10.5Covenant to Update. Each Party will provide the other Party with prompt written notice if any of the representations, warranties or covenants of such Party in Section 10.3 or Section 10.4, as applicable, becomes untrue during the Term as if such representation, warranty or covenant was made as of such date.

10.6No Other Representations or Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, ALL PATENTS, KNOW-HOW, TRADE SECRETS AND TECHNOLOGY LICENSED BY A PARTY HEREUNDER OR USED BY A PARTY IN CONNECTION WITH ITS ACTIVITIES UNDER THIS AGREEMENT IS PROVIDED OR USED “AS IS”. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND, AND EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES.

ARTICLE 11
INDEMNIFICATION

11.1Indemnification by SomaLogic. SomaLogic shall indemnify and hold Illumina and its Affiliates, and each of their respective officers, directors, agents and employees (“Illumina Indemnitees”), harmless from and against any and all liabilities, expenses or loss, including reasonable legal expense and attorneys’ fees (collectively, “Losses”), to which any Illumina Indemnitee may become subject as a result of any claim, demand, action or other proceeding, in each case, by any Third Party (solely for purposes of this Article 11, a “Claim”) to the extent arising out of or resulting from:

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(a)the development, manufacture or Commercialization of any Licensed Product by or on behalf of SomaLogic or its Affiliates prior to, on or after the Effective Date;

(b)the gross negligence, willful misconduct or violation of Applicable Law of any of the SomaLogic Indemnitees;

(c)any breach of any of the warranties or representations made by SomaLogic under this Agreement; or

(d)any breach by SomaLogic of its covenants pursuant to this Agreement;

in each case, except to the extent such Losses arise out of or result from any breach by Illumina of any of its representations, warranties or covenants set forth in this Agreement or the gross negligence, willful misconduct or violation of Applicable Law by any Illumina Indemnitee, and would not have arisen or resulted but for such breach or gross negligence, willful misconduct or violation of Applicable Law. This Section 11.1 shall not apply with respect to Taxes other than any Taxes arising from any non-Tax Claim.

11.2Indemnification by Illumina. Illumina shall indemnify and hold SomaLogic or its Affiliates, and each of their respective officers, directors, agents and employees (“SomaLogic Indemnitees”) harmless from and against any and all Losses to which any SomaLogic Indemnitee may become subject as a result of any Claim to the extent arising out of or resulting from:

(a)the development, manufacture or Commercialization of any Licensed Product by or on behalf of Illumina, its Affiliates or Sublicensees prior to, on or after the Effective Date, except to the extent such Losses arise out of or result from any Third Party Infringement or misappropriation Action and are exclusively related to Illumina’s (or its Affiliates’ or Sublicensees’) exercise of rights granted to the Licensed Patents, SomaLogic Other IP or SomaScan Technology in accordance with the terms and conditions set forth herein;

(b)the gross negligence, willful misconduct or violation of Applicable Law of any of the Illumina Indemnitees;

(c)any breach of any of the warranties or representations made by Illumina under this Agreement; or

(d)any breach by Illumina of its covenants pursuant to this Agreement;

in each case, except to the extent such Losses arise out of or result from any breach by SomaLogic of any of its representations, warranties or covenants set forth in this Agreement or the gross negligence, willful misconduct or violation of Applicable Law by any SomaLogic Indemnitee, and would not have arisen or resulted but for such breach or gross negligence, willful misconduct or violation of Applicable Law. This Section 11.2 shall not apply with respect to Taxes other than any Taxes arising from any non-Tax Claim.

11.3Indemnification Procedure. If either Party is seeking indemnification under Section 11.1 or Section 11.2 (the “Indemnified Party”), it shall notify the other Party in writing (the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such section as soon as reasonably practicable after receiving notice of the Claim, but not later than five (5) days after receiving notice of the Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent (and only to the extent) the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. The Indemnifying Party

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may assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party may participate, at its own expense and with counsel of its choice, in the defense of any Claim or suit that has been assumed by the Indemnifying Party. The Indemnified Party shall not admit to any wrongdoing or consent to the entry of any judgment or enter into any settlement with respect to any such Claim without the Indemnifying Party’s written consent. The Indemnifying Party shall not (a) admit to any wrongdoing or (b) consent to the entry of any judgment or enter into any settlement with respect to any such Claim to the extent such judgment or settlement provides for (i) relief other than money damages or (ii) money damages if the Indemnifying Party has not acknowledged in writing that it shall be responsible for such money damages, in the case of each of clauses (a) and (b), without the prior written consent of the Indemnified Party.

11.4Mitigation of Loss. Each Indemnified Party shall take and shall procure that its Affiliates take all such reasonable steps and actions as are reasonably necessary or as the Indemnifying Party may reasonably require in order to mitigate any Actions (or potential losses or damages) under this Article 11. Nothing in this Agreement shall or shall be deemed to relieve any Party of any common law or other duty to mitigate any losses incurred by it.

11.5LIMITATION OF LIABILITY.

(a)SPECIAL, INDIRECT AND OTHER LOSSES. EXCEPT IN THE EVENT OF SOMALOGIC’S BREACH OF ITS EXCLUSIVITY OBLIGATIONS UNDER SECTION 2.1, EITHER PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 4.5 OR ARTICLE 12, NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT; PROVIDED, HOWEVER, THAT THIS SECTION 11.5 SHALL NOT BE CONSTRUED TO LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.1 OR SECTION 11.2, AS APPLICABLE, WITH RESPECT TO ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES PAYABLE TO A THIRD PARTY IN CONNECTION WITH AN ACTION. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 11.5 IS INTENDED TO OR SHALL LIMIT OR RESTRICT ANY DAMAGES TO THE EXTENT ARISING FROM OR RELATING TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT, VIOLATION OF APPLICABLE LAW OR FRAUD.

(b)MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO LOSSES ARISING OUT OF (I) A PARTY’S GROSS NEGLIGENCE (INCLUDING CONDUCT IN RECKLESS INDIFFERENCE TO THE RIGHTS OF OTHERS OR CONDUCT THAT IS SO CARELESS AS TO SHOW COMPLETE DISREGARD FOR THE RIGHTS AND SAFETY OF OTHERS), WILLFUL MISCONDUCT (INCLUDING ANY WILLFUL OR INTENTIONAL BREACH WITH KNOWLEDGE THAT THE OTHER PARTY WILL SUFFER HARM AS A RESULT OF SUCH BREACH OR OTHER CONDUCT WHERE A PARTY INTENTIONALLY ACTS OR FAILS TO ACT KNOWING THAT ITS CONDUCT WILL PROBABLY RESULT IN INJURY OR DAMAGE), VIOLATION OF APPLICABLE LAW OR FRAUD; (II) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 11, (III) EITHER PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 12; OR (IV) A BREACH BY ILLUMINA OF ITS PAYMENT OBLIGATIONS UNDER ARTICLE 8 OR BY SOMALOGIC OF ITS REFUND OBLIGATIONS UNDER SECTION 8.3(a)(v) (BUT, IN EACH CASE, ONLY UP TO THE AMOUNT OF SUCH UNPAID OR UNREFUNDED AMOUNTS PAYABLE OR REFUNDABLE THEREUNDER), THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS OR DAMAGES ARISING OUT OF THIS AGREEMENT (WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY OR

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OTHERWISE) SHALL IN NO EVENT EXCEED THE GREATER OF (A) THE AMOUNT ACTUALLY PAID TO SOMALOGIC BY ILLUMINA PURSUANT TO SECTIONS 8.1, 8.2 OR 8.3 OF THIS AGREEMENTIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT TRIGGERING SUCH LIABILITY OR (B) (***).

11.6Insurance. Each Party, at its own expense, shall maintain product liability and other appropriate insurance (or self-insure) in an amount consistent with normal business practices of prudent companies similarly situated and reasonable in light of its obligations under this Agreement during the Term. Each Party shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to the other Party upon request.

11.7Guaranty. Guarantor absolutely, unconditionally and irrevocably guarantees due, full and punctual payment by Illumina of all amounts (i) owed by Illumina to SomaLogic under Article 8 and (ii) all amounts owed by Illumina to any SomaLogic Indemnitees with respect to Illumina’s obligations of indemnity under Section 11.2, in each case for so long as such obligations exist under this Agreement (including, for the avoidance of doubt, all such obligations that expressly survive expiration or termination of this Agreement). Guarantor hereby represents and warrants to SomaLogic that Guarantor has full corporate power and authority to enter into and perform the guaranty set forth in this Section 11.7 and that such guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.

ARTICLE 12
CONFIDENTIALITY; PUBLICATION

12.1Duty of Confidence. During the period beginning on the Effective Date and ending on the seventh (7th) anniversary of the end of the Term or, solely in the case of Confidential Information that constitutes a Trade Secret and is conspicuously labelled or marked as “trade secret” upon disclosure, for so long as the Confidential Information remains protected as a Trade Secret under Applicable Laws, subject to the other provisions of this Article 12:

(a)all Confidential Information disclosed by a Party or any of its Affiliates (the “Disclosing Party”) under this Agreement shall be maintained in confidence and otherwise safeguarded by the recipient Party (the “Receiving Party”) using at least the same standard of care as the Receiving Party uses to protect its own proprietary or Confidential Information (but in no event less than reasonable care);

(b)the Receiving Party may only use any such Confidential Information for the purposes of performing its obligations or exercising its rights under this Agreement;

(c)the Receiving Party may only disclose such Confidential Information to: (i) the Receiving Party’s Affiliates and, in the case of Illumina as the Receiving Party, its Sublicensees; and (ii) employees, directors, agents, contractors, consultants and advisers of the Receiving Party and its Affiliates and, in the case of Illumina as the Receiving Party, Sublicensees; in each case to the extent reasonably necessary for the purposes of, and for those matters undertaken pursuant to, this Agreement; provided that such Persons are bound to maintain the confidentiality, and not to make any unauthorized use or disclosure, of such Confidential Information (or, in the case of the Receiving Party’s attorneys and independent accountants, such person is obligated by applicable professional or ethical obligations) in a manner consistent with this Article 12; and

(d)the terms of this Agreement shall be considered Confidential Information of both Illumina and SomaLogic (it being understood that both Illumina and SomaLogic shall be deemed to be the Disclosing Party with respect thereto and, except as otherwise provided in this Article 12, the

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exceptions in paragraphs (a) and (d) of Section 12.2 shall not apply to either Party with respect to the terms of this Agreement).

12.2Exceptions. The foregoing obligations as to particular Confidential Information of a Disclosing Party shall not apply to the extent that the Receiving Party can demonstrate by competent evidence that such Confidential Information:

(a)was known by the Receiving Party at the time of its receipt, and not through a prior disclosure by the Disclosing Party, as shown by contemporaneous written documents of the Receiving Party;

(b)is in the public domain by use or publication before its receipt from the Disclosing Party, or thereafter enters the public domain through no act or omission of the Receiving Party in breach of this Agreement;

(c)is subsequently disclosed to the Receiving Party on a non-confidential basis by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the Disclosing Party; or

(d)is developed by the Receiving Party independently and without use of or reference to any Confidential Information disclosed to it by or on behalf of the Disclosing Party, as shown by contemporaneous written documents of the Receiving Party.

12.3Authorized Disclosures. Notwithstanding the obligations set forth in Section 12.1, the Receiving Party may disclose Confidential Information of the Disclosing Party and the terms of this Agreement to the extent such disclosure is reasonably necessary in the following instances:

(a)filing or prosecuting of Patents as permitted by this Agreement;

(b)enforcing the Receiving Party’s rights under this Agreement or performing the Receiving Party’s obligations under this Agreement;

(c)in Regulatory Documentation for any Licensed Product that such Party has the right to file under this Agreement;

(d)prosecuting or defending litigation as permitted by this Agreement;

(e)to the Receiving Party’s directors, Affiliates, actual or potential Sublicensees (in the case of Illumina), actual or potential employees, commercial partners, independent contractors, consultants, attorneys, independent accountants or financial advisors who, in each case, have a need to know such Confidential Information in order for the Receiving Party to exercise its rights or fulfill its obligations under this Agreement; provided that, in each case, any such Person agrees to be bound by terms of confidentiality and non-use (or, in the case of the Receiving Party’s attorneys and independent accountants, such person is obligated by applicable professional or ethical obligations) at least as restrictive as those set forth in this Article 12;

(f)to actual or bona fide potential investors, investment bankers, lenders, other financing sources or acquirors (and attorneys and independent accountants thereof) in connection with potential investment, acquisition, collaboration, merger, public offering, due diligence or similar investigations by such Third Parties or in confidential financing documents; provided that, in each case, any such Third Party agrees to be bound by terms of confidentiality and non-use (or, in the case of the Receiving Party’s attorneys and independent accountants, such Third Party is obligated by applicable

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professional or ethical obligations) that are no less stringent than those contained in this Agreement (except to the extent that a shorter confidentiality period is customary in the industry); and

(g)where such disclosure is required by court order, judicial or administrative process or Applicable Law; provided that in such event the Receiving Party shall, except where impracticable or legally impermissible, (i) promptly inform the Disclosing Party of such required disclosure, (ii) use efforts to secure confidential treatment or a protective order with respect to the Confidential Information required to be disclosed at least as diligent as the Receiving Party would use to protect its own confidential information, but in no event less than reasonable efforts, and (iii) provide the Disclosing Party an opportunity to challenge or limit the disclosure obligations before such disclosure. Confidential Information that is disclosed as required by court order, judicial or administrative process or Applicable Law shall remain otherwise subject to the confidentiality and non-use provisions of this Article 12.

12.4Publicity; Use of Names. Neither Party shall, and shall cause its Affiliates not to, use the name, trademark, trade name or logo of the other Party, its Affiliates or their respective employees or consultants in any publicity, promotion, news release or disclosure relating to this Agreement or its subject matter, without the prior express written permission of the other Party, except to the extent expressly permitted under Sections 12.3, 12.6 or 12.7 or as otherwise required by Applicable Law. Notwithstanding anything to the contrary in Section 13.7, the terms and conditions of this Section 12.4 shall not survive any expiration or termination of this Agreement.

12.5Prior Confidentiality Agreement. As of the Effective Date, the terms of this Article 12 shall supersede any prior non-disclosure, secrecy or confidentiality agreement between the Parties (or their Affiliates) relating to the subject of this Agreement, including the Confidentiality Agreement. Any information disclosed pursuant to any such prior agreement shall be deemed Confidential Information for purposes of this Agreement as set forth in the definition of “Confidential Information” in Article 1.

12.6Disclosure to the SEC.

(a)A Party may disclose this Agreement and its terms, and material developments or material information generated under this Agreement, in securities filings with the U.S. Securities and Exchange Commission (“SEC”) (or equivalent foreign agency) to the extent required by Applicable Laws after complying with the procedure set forth in this Section 12.6. With respect to disclosure of this Agreement and its terms, the Party seeking to make such disclosure shall prepare a draft confidential treatment request and proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party shall promptly (and in any event, no less than seven (7) days after receipt of such confidential treatment request and proposed redactions) give its input in a reasonable manner in order to allow the Party seeking disclosure to file its request within the timelines prescribed by applicable SEC regulations. The Party seeking such disclosure shall exercise Commercially Reasonable Efforts to obtain confidential treatment of this Agreement from the SEC as represented by the redacted version reviewed by the other Party.

(b)Further, each Party acknowledges that the other Party may be required by Applicable Laws, or may be required by the listing rules of any exchange on which the other Party’s or its Affiliate’s securities are traded, to make public disclosures (including in filings with the SEC or other Governmental Authority) of certain material developments or material information generated under this Agreement and agrees that each Party may make such disclosures as required by Applicable Laws or such listing rules; provided that the Party seeking such disclosure shall provide the other Party with a copy of the proposed text of such disclosure sufficiently in advance of the scheduled release to afford such other Party a reasonable opportunity to review and comment thereon.

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12.7Press Release; Publication

. The Parties have agreed on an initial press release, which will be issued by the Parties promptly after the Effective Date. Except as set forth in the preceding sentence, neither Party shall (a) make any public announcement regarding the execution of this Agreement or the terms hereof, including the achievement of Regulatory Approvals of any Licensed Product, or (b) otherwise publicly disclose any data, information or results related to the development or Commercialization of any Licensed Product under this Agreement, in each case of the foregoing clauses (a) and (b), without the other Party’s prior review and written consent (not to be unreasonably conditioned, withheld or delayed); provided, however, that (i) in the event that a public announcement or disclosure has been made in compliance with this Agreement, each Party may make subsequent public announcements or disclosures disclosing the same content without the other Party’s prior review or written consent and (ii) Illumina shall have the right to, at its sole discretion and without SomaLogic’s prior review or written consent, publicly disclose (including through a public announcement, press release, publication, abstract, manuscript or presentation) any data, information or results generated by or on behalf of Illumina or any of its Affiliates or Sublicensees in connection with the development or Commercialization of any Licensed Product that does not include any Confidential Information of SomaLogic or its Affiliates or any Joint Foreground IP. Notwithstanding anything to the contrary in Section 13.7, the terms and conditions of this Section 12.7 shall not survive any expiration or termination of this Agreement.

12.8Reporting of Financial Information. From and after the Effective Date, to the extent required by the SEC in connection with a registered public offering of securities, then SomaLogic, at Illumina’s expense, shall (a) cooperate with Illumina or its Affiliates and their respective accountants and auditors by providing access to information, books and records related to any of the Licensed Products as Illumina may reasonably request in connection with the preparation by Illumina or its Affiliates of historical abbreviated financial statements (within the meaning of Rule 3.05 and Article 11 of Regulation S-X) and pro forma financial statements related to any of the Licensed Products as may be required to be included in any filing made by Illumina or any of its Affiliates under the Securities Act or the Exchange Act, including Regulation S-X, and (b) without limiting the foregoing, shall provide Illumina with such information as is required for Illumina or its Affiliates to prepare audited “carve out” financial statements related to the Licensed Products, for the two (2) Fiscal Years prior to the Effective Date (or such shorter period as agreed to by Illumina) and information requested by Illumina and reasonably necessary to prepare any applicable pro forma financial information required to be filed by Illumina with the SEC. Such cooperation shall include, as applicable, and at Illumina’s expense, (i) the signing of management representation letters to the extent required in connection with any such audit performed by Illumina’s auditors, (ii) providing Illumina or its Affiliates and their respective accountants and auditors with access to management representation letters provided by SomaLogic to SomaLogic’s accountants and auditors, and (iii) causing SomaLogic’s accountants, auditors and counsel to cooperate with Illumina or its Affiliates and its accountants, auditors and counsel in connection with the preparation and audit of any financial information to be provided under this Section 12.8. The financial information provided to Illumina or its Affiliate under this Section 12.8 shall be prepared by SomaLogic in good faith and will be based on, and derived from, the financial books and records of SomaLogic, including estimates, assumptions and other information that are determined by SomaLogic (acting in good faith) to be fair and reasonable on the date such financial information is prepared. If SomaLogic is required to provide Illumina with the audited financial statements contemplated hereunder, the selection of an external audit firm shall be at the discretion of SomaLogic. Such financial statements shall be derived from SomaLogic’s historical financial statements, and accurately present in all material respects the financial position of the Licensed Products as of the dates thereof. SomaLogic hereby consents to the inclusion or incorporation by reference of any financial statements provided to Illumina under this Section 12.8 in any filing by Illumina or its Affiliates with the SEC and, upon request therefor of Illumina, agrees to request that any auditor of SomaLogic that audits any financial statements provided to Illumina or its Affiliates under this Section 12.8 consent to the inclusion or

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incorporation by reference of its audit opinion with respect to such financial statements in any filing by Illumina or its Affiliates with the SEC.

ARTICLE 13
TERM AND TERMINATION

13.1Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated as permitted by this Agreement, shall expire upon the expiration of the last-to-expire Royalty Term for any and all Licensed Products in the Territory (the “Term”).

13.2Termination.

(a)Termination for Cause. If either Party is in material breach of its obligations hereunder, then the non-breaching Party may deliver written notice of such breach to the other Party. The allegedly breaching Party shall have (***) from the date of the receipt of the written notice to cure such breach; provided that if such breach cannot reasonably be cured during the foregoing cure period, but is capable of cure within (***) after receipt of notice of such breach, then the breaching Party may submit to the non-breaching Party a reasonable cure plan to remedy such material breach that is reasonably acceptable to the non-breaching Party, and upon such submission, the applicable cure period will automatically be extended for so long as the breaching Party continues to use reasonable efforts to cure such material breach in accordance with such cure plan, but for no more than (***) from receipt of notice of such breach; provided, however, that the (***) additional cure period shall not apply to payment disputes and, if such payment dispute is not resolved within (***) from the date of Illumina’s receipt of written notice from SomaLogic to cure a putative payment breach, such dispute shall immediately proceed to dispute resolution under Section 14.11. If the allegedly breaching Party fails to cure such breach within the (***)-cure period set forth above, then the Party originally delivering the written notice of breach may terminate this Agreement immediately by providing written notice of termination to the other Party. Any right to terminate this Agreement under this Section 13.2(a) other than a termination by either Party that is based on a material breach by the other Party of any provision of Article 12 or a termination by SomaLogic by reason of a failure by Illumina to pay any undisputed payment owing under Article 8 shall be stayed and the applicable cure period tolled if, during such cure period, the Party alleged to have been in material breach shall have initiated dispute resolution in accordance with Section 14.11 with respect to the alleged breach, which stay and tolling shall continue until such dispute has been resolved in accordance with Section 14.11. If a Party is determined to be in material breach of this Agreement by the dispute resolution procedures set forth in Section 14.11, the other Party may terminate this Agreement if the breaching Party fails to cure such breach within (***) after the conclusion of the dispute resolution procedure (and such termination shall then be effective upon written notification from the notifying Party to the breaching Party).

(b)Termination for Bankruptcy. This Agreement may be terminated immediately at any time during the Term by either Party by providing written notice if: (i) the other Party applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its assets, (ii) the other Party makes a general assignment for the benefit of its creditors, (iii) the other Party is dissolved or liquidated in full or in substantial part, (iv) the other Party commences a voluntary case under Chapter 7 (or “Chapter 7 Case”) of the United States Bankruptcy Code or consents to any such relief or to the appointment of or taking possession of its property by any official in such an involuntary case or such other Action commenced against it, (v) the other Party takes any corporate action for the purpose of effecting any of the foregoing, (vi) a case under Chapter 11 of the Bankruptcy Code in respect of such Party is converted to a Chapter 7 Case, or (vii) the other Party becomes the subject of an involuntary Chapter 7 Case or other Action seeking liquidation with respect to itself or its debts under any bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect that is not dismissed within ninety (90) days after commencement.

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(c)Termination for Patent Challenge. SomaLogic may terminate this Agreement for cause in accordance with Section 13.2(a) in the event that Illumina or any of its Affiliates (i) directly or indirectly challenges or opposes the validity or enforceability of any of the Licensed Patents anywhere in the world or (ii) assists a Third Party in challenging or opposing the validity or enforceability of any of the Licensed Patents anywhere in the world (except, in each of case (i) or (ii), to the extent Illumina or any of its Affiliates would materially breach a legal obligation owed to a Third Party arising from or related to an agreement between Illumina and/or its Affiliates and such Third Party existing as of the Effective Date by not providing required assistance to such Third Party; provided that such assistance is the minimum required to be taken by Illumina or its relevant Affiliate to avoid materially breaching such existing legal obligation).

13.3Termination for Convenience. Illumina may terminate this Agreement without cause at any time during the Term upon (***) written notice to SomaLogic; provided, that Illumina is not in material breach of its obligations under this Agreement.

13.4Effect of Expiration or Termination.

(a)Effect Upon Expiration. Upon expiration (but not earlier termination) of this Agreement pursuant to Section 13.1: (i) the Licenses shall automatically become fully-paid, royalty-free (except as otherwise set forth in Section 8.3(a)(iii)(B) or Section 8.3(a)(iv)), irrevocable and perpetual; and (ii) all other rights and obligations of the Parties under this Agreement shall terminate, except as provided in Section 13.7.

(b)Effect Upon Termination. Except as expressly set forth in Section 13.6, upon termination of this Agreement, the following consequences shall apply and shall be effective as of the effective date of such termination:

(i)the Licenses shall terminate; provided that, notwithstanding such termination, Illumina and its Affiliates and Sublicensees shall have, to the extent permissible pursuant to Applicable Law and so long as the termination is not as a result of gross negligence or willful misconduct by Illumina or a material breach by Illumina of its obligations under Section 2.7, Section 4.5, Article 8 or Article 12, the right for (***) (or such longer period as mutually agreed by the Parties) after the effective date of such termination to sell or otherwise dispose of all Licensed Products then in their inventory and any in-progress inventory as though this Agreement had not terminated and such sale or disposition shall not constitute Infringement, misappropriation or violation of the SomaLogic Other IP, Licensed Patents, SomaScan Technology, SomaLogic Foreground IP or SomaLogic Trademarks; provided further, that any such sales shall be included in the Net Sales for purposes of this Agreement and subject to Illumina’s payment obligations under Article 8;

(ii)each Party shall return to the other Party or destroy, at the other Party’s election, all Confidential Information of such other Party, including all copies thereof and all materials, substances and compositions delivered or provided by such other Party to such first Party; provided, however, that such first Party may keep one copy of such Confidential Information in its legal files solely for the purpose of enabling it to comply with the provisions of this Agreement, and such first Party shall not be required to remove such Confidential Information from its back-up or archive electronic records, including its electronic laboratory notebook and laboratory information management systems;

(iii)except as otherwise provided in this Agreement, all rights and obligations of the Parties under this Agreement will terminate as of the effective date of such termination; provided, however, that upon Illumina’s request, subject to Section 13.5(c), SomaLogic may grant a direct license under (A) the Licensed Patents, SomaScan Technology and SomaLogic Foreground IP to make, have

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made, use, Sell, have Sold, offer for Sale, import and export Licensed Products in the Field in the Territory and (B) the SomaLogic Other IP, solely to the extent (1) reasonably necessary or useful to make or have made Licensed Products in the Field in the Territory or (2) reasonably necessary to use, Sell, have Sold, offer for Sale, import and export Licensed Products in the Field in the Territory; to any Sublicensee hereunder (A) with the same scope as and (B) on terms and conditions no less favorable to, and no more onerous on, such Sublicensee than, in each case of the foregoing clauses (A) and (B), the terms and conditions of the applicable Contract between Illumina and such Sublicensee; and

(iv)solely in the event of Illumina’s termination under Section 13.3, (A) Illumina shall (***), (B) notwithstanding Section 9.3, SomaLogic shall (***); and (C) Illumina shall (***).

13.5Occurrence of Certain Events.

(a)SomaLogic Change of Control. SomaLogic shall notify Illumina in writing within (***)of entering into any definitive agreement with any Third Party involving (***). If SomaLogic (***), then the following consequences shall apply:

(i)(***);

(ii)(***);

(iii)(***);

(iv)(***); and

(v)(***).

(b)SomaLogic Material Breach. In the event Illumina terminates this Agreement pursuant to Section 13.2(a) by reason of a material breach by SomaLogic, then the following consequences shall apply:

(i)SomaLogic shall (***)

(ii)SomaLogic shall (***).

(iii)SomaLogic shall (***).

(c)Illumina Material Breach. In the event SomaLogic terminates this Agreement pursuant to Section 13.2(a) by reason of a material breach by Illumina, then the following consequences shall apply:

(i)Illumina shall (***);

(ii)Solely with respect to Illumina’s material breach of any of Sections (***) and any of Illumina’s obligations (***)under (***), if such material breach occurs during (***), Illumina’s obligations pursuant to (***) shall (***); and

(iii)if such termination resulted from material breach by Illumina of its obligations under (***), Illumina shall (***).

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13.6Alternative to Termination. Without limiting any other remedy that may be available to Illumina hereunder, if Illumina has the right to terminate this Agreement pursuant to(***), Illumina may (***).

13.7Survival. Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination, nor shall expiration or any termination of this Agreement preclude either Party from pursuing all rights and remedies it may have under this Agreement, at law or in equity, with respect to breach of this Agreement. Except as expressly provided elsewhere in this Agreement, the obligations and rights of the Parties under the following provisions of this Agreement shall survive expiration or termination of this Agreement: (***).

13.8Termination Not Sole Remedy. Termination is not the sole remedy under this Agreement and, whether or not termination is effected and notwithstanding anything contained in this Agreement to the contrary, all other remedies shall remain available except as agreed to otherwise herein.

ARTICLE 14
GENERAL PROVISIONS

14.1Governing Law. This Agreement shall be governed by and construed in all respectsin accordance with the internal laws of the State of New York, as such laws are applied to agreements among New York residents entered into and performed entirely within New York, without giving effect to conflict-of-law principles thereof. Any dispute, controversy or Action arising from or related to this Agreement or the breach thereof shall exclusively be resolved in the manner set forth in Section 14.11. Each Party agrees that service of process upon such Party in any such dispute, controversy or Action shall be effective if notice is given in accordance with Section 14.10 of this Agreement. For the avoidance of doubt, the Parties agree that adherence to this Section 14.1 shall not limit the Parties’ right to seek specific performance or other equitable relief as set forth in Section 14.6.

14.2Assignment. Except as expressly provided hereunder, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either Party without the prior written consent of the other Party (which consent shall not be unreasonably conditioned, withheld or delayed); provided, however, that either Party may assign or otherwise transfer this Agreement and any of its rights and obligations hereunder without the other Party’s consent: (a) in connection with the transfer or sale of all or substantially all of the business or assets of such Party to which this Agreement relates to a Third Party, whether by merger, consolidation, divesture, restructure, sale of stock, sale of assets or otherwise; provided that in the event of any such transaction or a transaction in which such Party is acquired by a Third Party by stock purchase, merger or otherwise (whether or not this Agreement is actually assigned to or is assumed by the acquiring party by operation of law), all Intellectual Property of the acquiring party to such transaction (if other than one of the Parties to this Agreement) and its Affiliates existing prior to such transaction shall not be included in the Intellectual Property licensed hereunder; or (b) to an Affiliate; provided that the assigning Party shall remain liable and responsible to the non-assigning Party hereto for the performance and observance of all such duties and obligations by such Affiliate. The rights and obligations of the Parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties, and any such successors or permitted assigns of a Party shall, upon any such succession or assignment, be deemed to be a party to this Agreement as though named herein in substitution for such Party, whereupon such Party shall cease to be a party to this Agreement and shall cease to have any rights or obligations under this Agreement. Any assignment not in accordance with this Section 14.2 shall be null and void. For the avoidance of doubt, nothing in this Section 14.2 shall limit Illumina’s rights under Section 13.5(a).

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14.3Entire Agreement; Modification. This Agreement, including the Exhibits and Schedules hereto, together with the Supply Agreement, constitutes the entire agreement and understanding of the Parties and supersedes all prior and contemporaneous agreements and communications, whether oral, written or otherwise, concerning any matters contained herein and therein. This Agreement may only be modified or supplemented in a writing expressly stated for such purpose and signed by the Parties to this Agreement. Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any Person (whether Party to this Agreement or not) other than as expressly set out in this Agreement or any Exhibit or Schedule hereto as a representation or warranty, except for fraud.

14.4Rights Upon Bankruptcy. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11 of the United States Code and other similar laws in any jurisdiction in the Territory (collectively, the “Bankruptcy Laws”), licenses of rights to “intellectual property” as defined under the Bankruptcy Laws. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws then, unless and until this Agreement is rejected as provided in such Bankruptcy Laws, such Party (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a trustee) shall perform all of the obligations provided in this Agreement to be performed by such Party. If a case is commenced during the Term by or against a Party under the Bankruptcy Laws, this Agreement is rejected as provided in the Bankruptcy Laws and the other Party elects to retain its rights hereunder as provided in the Bankruptcy Laws, then the Party subject to such case under the Bankruptcy Laws (in any capacity, including debtor-in-possession) and its successors and assigns (including, without limitation, a Title 11 trustee), shall provide to the other Party copies of all information necessary for such other Party to prosecute, maintain and enjoy its rights under the terms of this Agreement (to the extent preserved pursuant to Section 365(n) of Title 11 of the United States Code) promptly upon such other Party’s written request therefor. All rights, powers and remedies of the non-bankrupt Party as provided herein are in addition to and not in substitution for any other rights, powers and remedies now or hereafter existing at law or in equity (including, without limitation, the Bankruptcy Laws) in the event of the commencement of a case by or against a Party under the Bankruptcy Laws. In particular, it is the intention and understanding of the Parties to this Agreement that the rights granted to the Parties under this Section 14.4 are essential to the Parties’ respective businesses and the Parties acknowledge that damages are not an adequate remedy if a case is commenced by or against a Party under the Bankruptcy Laws during the Term.

14.5Relationship Between the Parties. The Parties’ relationship with one another, as established by this Agreement, is solely that of independent contractors. This Agreement does not create, and the Parties shall not treat their relationship under this Agreement as, any partnership, joint venture, employment, franchise, agency, fiduciary or similar business relationship between the Parties. Neither Party is a legal representative of the other Party. Neither Party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other Party for any purpose whatsoever.

14.6Specific Performance. Each Party agrees that irreparable damage for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Each Party acknowledges and agrees that, notwithstanding Section 14.1 and Section 14.11, and without waiving any other remedy under this Agreement, the Parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief from any court of competent jurisdiction to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof. The Parties agree not to assert that a remedy of specific enforcement or other equitable relief is unenforceable, invalid, contrary to Applicable Laws or inequitable for any reason, and agree not to

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assert that a remedy of monetary damages would provide an adequate remedy or that the Parties otherwise have an adequate remedy at law. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 14.6 shall not be required to provide any bond or other security in connection with any such injunction.

14.7Non-Waiver. The failure of a Party to insist upon strict performance of any provision of this Agreement or to exercise any right arising out of this Agreement shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance or in any other instance. Any waiver by a Party of a particular provision or right shall be in writing, shall be as to a particular matter and, if applicable, for a particular period of time and shall be signed by such Party.

14.8Force Majeure. Neither Party shall be held liable to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in performing any obligation under this Agreement to the extent such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, potentially including embargoes, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, fire, floods or other acts of God, or acts, omissions or delays in acting by any Governmental Authority. The affected Party shall notify the other Party in writing of such force majeure circumstances as soon as reasonably practical and shall promptly undertake and continue diligently all reasonable efforts necessary to cure such force majeure circumstances or to perform its obligations in spite of the ongoing circumstances.

14.9Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by all Applicable Laws.

14.10Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be delivered either in person, by any method of mail (postage prepaid) requiring return receipt, by email, or by internationally recognized overnight courier, freight prepaid, to the Party to be notified at its address(es) given below. Notice shall be deemed sufficiently given for all purposes upon the earliest of: (a) the date of actual receipt; (b) when sent, if sent by electronic mail during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next Business Day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) Business Day after the Business Day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the Party to be notified at its address(es) given below, or at any address such Party may designate by ten (10) days’ advance written notice to each other Party.

If to SomaLogic:

SomaLogic, Inc.

Attn: Legal Department

2945 Wilderness Place

Boulder, CO 80301

Email: (***)

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If to Illumina or Guarantor:

Illumina Cambridge, Ltd.

Attn: Vice President, Finance

Illumina Centre

19 Granta Park

Great Abington

Cambridge

CB21 6DF, United Kingdom

And:

Illumina, Inc.

Attn: (***)

5200 Illumina Way

San Diego, CA 92122

Email: (***)

With copy sent concurrently to:

Illumina, Inc.

Attn: General Counsel

5200 Illumina Way

San Diego, CA 92122

Email: (***)

And with copy sent concurrently to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

Attention:    (***)

    (***)

E-mail:     (***)

    (***)    

14.11Dispute Resolution.

(a)The Parties agree that, except as expressly set forth in Sections 8.11(e), 13.5(b)(ii) and 14.11(g), the procedures set forth in Sections 14.11(b), 14.11(c), 14.11(d) and 14.11(e) shall be the exclusive mechanism for resolving any dispute, controversy or Action between the Parties that may arise from time to time pursuant to, arising out of or in connection with this Agreement, including any Party’s rights or obligations hereunder or any questions regarding the formation, existence, validity, enforceability, performance, interpretation, breach or termination hereof (collectively, “Disputes”) that cannot be resolved through good-faith negotiation between the Parties.

(b)The Parties shall negotiate in good-faith and use reasonable efforts to settle any Dispute. Subject to Section 14.11(g), in the event the Parties cannot resolve such Dispute within a period of thirty (30) days from when the Dispute is first identified in writing by the Party raising or asserting such Dispute, then either Party may, by written notice to the other Party, refer the Dispute for attempted resolution by good faith negotiation between the Executive Officers within thirty (30) days after such notice is received. Any Dispute (other than an Excluded Dispute) that is not resolved by the

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Executive Officers within the above 30-day period shall, upon the written request of either Party to the other Party, be finally resolved by binding arbitration administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures (or the most closely analogous JAMS dispute resolution rules) then in effect (the “JAMS Rules”).

(c)The arbitration shall be conducted by a panel of three (3) neutral arbitrators, each of whom shall have relevant legal or business experience, and none of whom shall be a current or former employee or director, or a current significant shareholder, of either Party or any of their respective Affiliates or Sublicensees; and within thirty (30) days after initiation of arbitration, each Party shall select one (1) person to act as arbitrator and the two (2) Party-selected arbitrators shall select a third (3rd) arbitrator within thirty (30) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third (3rd) arbitrator, then on the thirtieth (30th) day after the initiation of arbitration, the two (2) Party-selected arbitrators shall make a written request to JAMS to appoint a third (3rd) arbitrator. JAMS shall appoint such third (3rd) arbitrator within fourteen (14) days of being notified by the two (2) Party-selected arbitrators. The place of arbitration shall be New York, New York, and all proceedings and communications shall be in English. Within thirty (30) days after selection of the third arbitrator, the arbitrators shall conduct the Preliminary Conference (as defined in the JAMS Rules). In addressing any of the subjects within the scope of the Preliminary Conference, the arbitrators shall take into account both the desirability of making discovery efficient and cost-effective and the needs of the Parties for an understanding of any legitimate issue raised in the arbitration. The arbitral tribunal shall, in rendering an award, apply the substantive law of the State of New York, USA, without giving effect to any conflicts of law provisions thereof that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction, and without giving effect to any of its rules or laws relating to arbitration. The award shall include a written statement describing the essential findings and conclusions upon which the award is based, including the calculation of any damages awarded. The arbitral tribunal’s authority to award special, incidental, consequential or punitive damages or lost profits shall be subject to the limitation set forth in Section 11.5, except to the extent the substantive laws of the State of New York, USA, do not permit such limitation. The award rendered by the arbitrators shall be final, binding and non-appealable, and judgment may be entered upon it in any court of competent jurisdiction.

(d)Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrators’ fees and any administrative fees of arbitration.

(e)Except to the extent necessary to confirm or enforce an award or as may be required by Applicable Law, neither Party nor an arbitrator may disclose the existence, content or results of an arbitration without the prior written consent of the other Party. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable Action based on the dispute, controversy or Action would be barred by the applicable statute of limitations in New York.

(f)The Parties agree that, in the event of a Dispute over the nature or quality of performance under this Agreement, neither Party may terminate this Agreement until final resolution through arbitration or other judicial determination by a Governmental Authority, in each case when no further challenge or appeal is available. The Parties further agree that any payments made pursuant to this Agreement pending resolution of the Dispute shall be refunded if an arbitrator or court determines that such payments are not due.

(g)As used in this Section 14.11, the term “Excluded Dispute” means a Dispute that concerns (i) the construction, scope, validity, enforceability, inventorship or Infringement, misappropriation or other violation of any Intellectual Property; or (ii) any antitrust, anti-monopoly or

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competition law or regulation, whether or not statutory. Either Party may, without waiving any remedy under this Agreement, bring an Excluded Dispute in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, Infringement, misappropriation or other violation of any Intellectual Property, and no such Excluded Dispute shall be subject to arbitration pursuant to Sections 14.11(b) and 14.11(c). The venue of any Action brought by either Party pursuant to this Section 14.11(g) shall be exclusively in the United States District Court for the Southern District of New York (“SDNY”), or if the SDNY does not have the jurisdiction to hear such Action, in a state court located in New York county, and each Party expressly and irrevocably consents and submits to the jurisdiction of such courts having appropriate jurisdiction in connection with any such legal Action.

14.12Performance by Affiliates. Each Party may discharge any obligations and exercise any rights hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

14.13WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING FROM OR RELATED TO THIS AGREEMENT OR THE BREACH THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT ARISE FROM OR RELATE TO THIS AGREEMENT OR THE BREACH THEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

14.14Titles and Subtitles. The titles and subtitles to the several Articles, Sections and subsections used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

14.15Variation. No variation of or amendment to this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

14.16Waiver of Rule of Construction. Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.

14.17Business Day Requirements. If any notice or other act or omission is required to be taken by a Party under this Agreement on a day that is not a Business Day, then such notice or other act or omission shall be deemed to be required to be taken on the next occurring Business Day.

14.18English Language. This Agreement has been prepared in the English language, and the English language shall control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral or other communications between the Parties regarding this Agreement shall be in the English language.

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14.19Interpretation. All references in this Agreement to the singular include the plural where applicable. Unless otherwise specified, references to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement and references in this Agreement to any Article include all Sections, subsections and paragraphs in such Article, and references to any Section include all subsections and paragraphs in such Section. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. Unless the context requires otherwise, (i) “include”, “includes” or “including” shall be deemed to be followed by “without limitation”; (ii) “hereof”, “herein”, “hereby”, “hereto” and “hereunder” shall refer to this Agreement as a whole and not to any particular provision of this Agreement; (iii) “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”; (iv) the singular includes the plural and vice versa; and (v) “any” shall mean “any and all”; (vi) “or” is used in the inclusive sense of “and/or”; (vii) the words “date hereof” shall refer to the date of this Agreement; (viii) all references to “$” mean the lawful currency of the United States of America; (ix) any definition of or reference to any Contract, instrument or other document herein shall be construed as referring to such Contract, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein); (x) any reference to any laws herein shall be construed as referring to such laws and any rules or regulations promulgated thereunder as from time to time enacted, repealed or amended and shall be deemed also to include any Applicable Law; and (xi) any reference herein to any Person shall be construed to include such Person’s successors and assigns. All references to days in this Agreement mean calendar days, unless otherwise specified.

14.20Further Assurances and Actions. Each Party will execute, acknowledge and deliver such further instruments, and do all such other ministerial, administrative or similar acts, as may be reasonably necessary or appropriate in order to carry out the purposes and intent of this Agreement.

14.21Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

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In Witness Whereof, the Parties have caused this Agreement to be executed and entered into by their duly authorized representatives as of the Effective Date.

SomaLogic, Inc.

By: __________________________________

Name: W. Roy Smythe

Title: CEO

Illumina Cambridge, Ltd.

By: __________________________________

Name: Mark Robinson

Title: VP, Finance

SOLELY FOR PURPOSES OF SECTION 11.7

Illumina, Inc.

By: __________________________________

Name: Joydeep Goswami

Title: Senior Vice President

Signature Page to Collaboration Agreement

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EXHIBIT A
Licensed Patents

(***)

Docket Number Title Country Sub Case Case Type Application Status Application No. Filing Date Patent No. Issue Date

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CERTAIN INFORMATION IDENTIFIED WITH THE MARK “(***)”, “(***%***)” AND “(***$***)” HAS BEEN EXCLUDED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SEC PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST WITH RESPECT TO THIS OMITTED INFORMATION.

EXHIBIT B
Development Plan

(***)

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EXHIBIT C
SomaLogic Trademarks

1.SomaLogic

2.

3.SomaScan

4.SOMAmer

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EXHIBIT D
Knowledge Transfer

SomaLogic will transfer to Illumina the Intellectual Property, information, Know-How, and materials listed herein.

Timeline:

•Commencement of Knowledge Transfer: No later than (***) after the Effective Date of the Agreement.

•Completion of Knowledge Transfer: The goal is to complete Knowledge Transfer no later than (***) after the Effective Date of the Agreement.

Information and Know-How related to SomaLogic’s current SomaScan Assay with array readout

Requirement Priority Level Target Deadline

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EXHIBIT E
SomaLogic Trademark Usage Guidelines

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EXHIBIT F
SOMAmer Reagents

This Exhibit F contains a summary of the materials SomaLogic supplies for its SomaScan 7K array-based kits (minus certain components specific to the array readout). For the initial Licensed Product (10K NGS-based proteomic distributable kit) and subsequent Licensed Products, SomaLogic will supply similar materials (based on scaling of SomaLogic’s SomaScan 7K array-based kits) under the Supply Agreement during the term. For the avoidance of doubt, for purposes of the Agreement, components supplied below will be scaled to 10K protein targets and made available at such cost as set forth in Section 8.11(a)(ii) of the Agreement.

Part number	Item Description	Contents	Storage Conditions
		•
		•
		•
		•

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EXHIBIT G
Designated Specified Proteomics Companies

(***)

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF SOMALOGIC, INC.

Name of Subsidiary	Jurisdiction
SomaLogic Operating Co., Inc.	Delaware
SomaLogic Limited	United Kingdom

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Roy Smythe, certify that:

1.I have reviewed this Annual Report on Form 10-K of SomaLogic, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

		SomaLogic, Inc.
Date:	March 29, 2022		/s/ Roy Smythe
		Name:	Roy Smythe
		Title:	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Shaun Blakeman, certify that:

1.I have reviewed this Annual Report on Form 10-K of SomaLogic, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.[Paragraph intentionally omitted in accordance with SEC Release Nos. 34-47986 and 34-54942];

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

		SomaLogic, Inc.
Date:	March 29, 2022		/s/ Shaun Blakeman
		Name:	Shaun Blakeman
		Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of SomaLogic, Inc. (the "Company") on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roy Smythe, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

		SomaLogic, Inc.
Date:	March 29, 2022		/s/ Roy Smythe
		Name:	Roy Smythe
		Title:	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of SomaLogic, Inc. (the "Company") on Form 10-K for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shaun Blakeman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

		SomaLogic, Inc.
Date:	March 29, 2022		/s/ Shaun Blakeman
		Name:	Shaun Blakeman
		Title:	Chief Financial Officer

XML

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 18, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-39796
Entity Registrant Name	SOMALOGIC, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-4298912
Entity Address, Address Line One	2945 Wilderness Place
Entity Address, City or Town	Boulder
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80301
City Area Code	303
Local Phone Number	625-9000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		182,110,874
Documents Incorporated by Reference	Portions of the registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”), which will be filed with the United States Securities and Exchange Commission within 120 days of December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
Entity Central Index Key	0001837412
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Public Float			$ 0
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	SLGC
Security Exchange Name	NASDAQ
Warrant
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	SLGCW
Security Exchange Name	NASDAQ

XML

Audit Information	12 Months Ended
	Dec. 31, 2021
Auditor Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Denver, Colorado

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 439,488	$ 164,944
Investments	218,218	39,954
Accounts receivable, net	17,074	17,449
Inventory	11,213	7,020
Deferred costs of services	462	1,450
Prepaid expenses and other current assets	5,097	1,158
Total current assets	691,552	231,975
Non-current inventory	4,085	6,024
Property and equipment, net	9,557	3,913
Other long-term assets	908	378
Total assets	706,102	242,290
Current liabilities
Accounts payable	15,089	7,064
Accrued liabilities	11,109	6,310
Deferred revenue	3,021	1,762
Deferred rent	66	238
Current portion of long-term debt	0	2,423
Total current liabilities	29,285	17,797
Warrant liabilities	35,181	0
Earn-out liability	26,885	0
Deferred revenue, net of current portion	2,364	3,415
Convertible debt	0	1,926
Long-term debt	0	32,326
Other long-term liabilities	363	909
Total liabilities	94,078	56,373
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and 2020	0	0
Common stock, $0.0001 par value; 600,000,000 shares authorized; 181,552,241 and 114,266,515 shares issued and outstanding at December 31, 2021 and 2020, respectively	18	11
Additional paid-in capital	1,110,991	597,274
Accumulated other comprehensive loss	(72)	(2)
Accumulated deficit	(498,913)	(411,366)
Total stockholders’ equity	612,024	185,917
Total liabilities and stockholders’ equity	$ 706,102	$ 242,290

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	600,000,000
Common stock, shares issued (in shares)	181,552,241	114,266,515
Common stock, shares outstanding (in shares)	181,552,241	114,266,515

XML

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Revenues [Abstract]
Collaboration revenue	$ 763	$ 2,288	$ 3,051	$ 2,483
Other revenue	1,655	7,306	9,260	5,672
Total revenue	19,992	58,632	81,626	55,889
Operating expenses
Research and development	15,596	32,304	43,496	30,749
Selling, general and administrative	20,632	48,274	77,971	36,882
Total operating expenses	44,998	103,578	154,930	90,245
Loss from operations	(25,006)	(44,946)	(73,304)	(34,356)
Other (expense) income
Interest income and other, net	55	126	225	230
Interest expense	(2)	(1,324)	(1,324)	(18,338)
Change in fair value of warrant liabilities	(8,111)	(8,111)	(6,952)	0
Change in fair value of earn-out liability	(5,662)	(5,662)	(1,869)	0
Loss on extinguishment of debt, net	(2,693)	(4,323)	(4,323)	(551)
Total other expense	(16,413)	(19,294)	(14,243)	(18,659)
Net loss	(41,419)	(64,240)	(87,547)	(53,015)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(15)	(7)	(68)	(25)
Foreign currency translation loss	(4)	(3)	(2)	(4)
Total other comprehensive loss	(19)	(10)	(70)	(29)
Comprehensive loss	$ (41,438)	$ (64,250)	$ (87,617)	$ (53,044)
Net loss per share, basic (in dollars per share)	$ (0.30)	$ (0.53)	$ (0.64)	$ (0.81)
Net loss per share, diluted (in dollars per share)	$ (0.30)	$ (0.53)	$ (0.64)	$ (0.81)
Weighted-average shares used in computing net loss per share, basic (in shares)	137,176,228	122,268,443	137,157,283	65,161,358
Weighted-average shares used in computing net loss per share, diluted (in shares)	137,176,228	122,268,443	137,157,283	65,161,358
Assay services revenue
Revenues [Abstract]
Revenue	$ 17,499	$ 48,308	$ 68,038	$ 45,827
Operating expenses
Cost of revenue	8,737	22,548	32,782	21,857
Product revenue
Revenues [Abstract]
Revenue	75	730	1,277	1,907
Operating expenses
Cost of revenue	$ 33	$ 452	$ 681	$ 757

XML

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity - USD ($) $ in Thousands	Total	Originally Reported	Revision of Prior Period, Adjustment	Common Stock	Common Stock Originally Reported	Common Stock Revision of Prior Period, Adjustment	Treasury Stock	Treasury Stock Originally Reported	Treasury Stock Revision of Prior Period, Adjustment	Additional Paid-In Capital	Additional Paid-In Capital Originally Reported	Additional Paid-In Capital Revision of Prior Period, Adjustment	Accumulated Other Comprehensive Income (Loss)	Accumulated Other Comprehensive Income (Loss) Originally Reported	Accumulated Deficit	Accumulated Deficit Originally Reported
Common stock, beginning balance (in shares) at Dec. 31, 2019				60,799,502	72,657,092	(11,857,590)	0	(112,645)	112,645
Common stock, beginning balance at Dec. 31, 2019	$ 20,420	$ 20,420	$ 0	$ 6	$ 727	$ (721)	$ 0	$ (347)	$ 347	$ 378,738	$ 378,364	$ 374	$ 27	$ 27	$ (358,351)	$ (358,351)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares, net of costs (in shares)				52,776,787
Issuance of shares, net of costs	202,116			$ 5						202,111
Issuance of Common Stock upon exercise of options (in shares)				616,955
Issuance of Common Stock upon exercise of options	1,110			$ 0						1,110
Issuance of Common Stock for services (in shares)				73,752
Issuance of Common Stock for services	227									227
Stock-based compensation	14,945									14,945
Surrender of shares in cashless exercise (in shares)				(481)
Surrender of shares in cashless exercise	(5)									(5)
Net unrealized loss on available-for-sale securities	(25)												(25)
Foreign currency translation loss	(4)												(4)
Other	148									148
Net loss	$ (53,015)														(53,015)
Common stock, ending balance (in shares) at Dec. 31, 2020	114,266,515			114,266,515			0
Common stock, ending balance at Dec. 31, 2020	$ 185,917			$ 11			$ 0			597,274			(2)		(411,366)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares, net of costs (in shares)				36,500,000
Issuance of shares, net of costs	$ 357,198			$ 4						357,194
Issuance of Common Stock upon exercise of options (in shares)	1,311,307			1,311,326
Issuance of Common Stock upon exercise of options	$ 4,001									4,001
Issuance of Common Stock for services (in shares)				228,199
Issuance of Common Stock for services	1,337									1,337
Stock-based compensation	27,042									27,042
Surrender of shares in cashless exercise (in shares)				(15,189)
Surrender of shares in cashless exercise	(56)									(56)
Issuance of Common Stock upon conversion of convertible debt (in shares)				571,642
Issuance of Common Stock upon conversion of convertible debt	4,631									4,631
Issuance of Common Stock upon Business Combination, net of transaction costs (in shares)				28,689,748
Issuance of Common Stock upon Business Combination, net of transaction costs of $31,511	119,571			$ 3						119,568
Net unrealized loss on available-for-sale securities	(68)												(68)
Foreign currency translation loss	(2)												(2)
Net loss	$ (87,547)														(87,547)
Common stock, ending balance (in shares) at Dec. 31, 2021	181,552,241			181,552,241			0
Common stock, ending balance at Dec. 31, 2021	$ 612,024			$ 18			$ 0			$ 1,110,991			$ (72)		$ (498,913)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares, net of costs (in shares)	36,500,000
Common stock, ending balance (in shares) at Sep. 01, 2021	181,163,363

XML

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Acquisition, transaction costs	$ 31,511
PIPE investment, transaction costs	$ 7,802

XML

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net loss	$ (87,547,000)	$ (53,015,000)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation expense	28,415,000	15,172,000
Depreciation and amortization	2,569,000	2,823,000
Amortization of debt issuance costs, discounts and premiums	258,000	1,670,000
Change in fair value of compound derivative liability	7,000	12,327,000
Change in fair value of warrant liabilities	6,952,000	0
Change in fair value of earn-out liability	1,869,000	0
Amortization of premium (accretion of discount) on available-for-sale securities, net	380,000	(55,000)
Provision for excess and obsolete inventory	703,000	102,000
(Recovery) provision for doubtful accounts	(8,000)	60,000
Loss on extinguishment of debt, net	4,323,000	551,000
Loss on disposal of equipment	0	98,000
Paid-in-kind interest	165,000	587,000
Other	12,000	9,000
Changes in operating assets and liabilities:
Accounts receivable	383,000	(13,306,000)
Inventory	(2,957,000)	483,000
Deferred costs of services	988,000	(1,194,000)
Prepaid expenses and other current assets	(3,909,000)	165,000
Other long-term assets	0	211,000
Accounts payable	6,460,000	4,025,000
Deferred revenue	208,000	(292,000)
Accrued and other liabilities	4,509,000	1,241,000
Payment of paid-in-kind interest on extinguishment of debt	(752,000)	0
Net cash used in operating activities	(36,972,000)	(28,338,000)
Investing activities
Proceeds from sale of property and equipment	10,000	51,000
Purchase of property and equipment	(6,729,000)	(1,157,000)
Purchase of available-for-sale securities	(279,918,000)	(45,702,000)
Proceeds from sales and maturities of available-for-sale securities	101,206,000	37,273,000
Net cash used in investing activities	(185,431,000)	(9,535,000)
Financing activities
Repayment of long-term debt	(36,512,000)	0
Proceeds from PIPE Investment, net of transaction costs	357,198,000	0
Proceeds from Business Combination, net of transaction costs	172,858,000	0
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs	0	179,141,000
Proceeds from Paycheck Protection Program loan	0	3,520,000
Proceeds from SAFE agreement	0	5,000,000
Proceeds from exercise of stock options	3,947,000	1,105,000
Net cash provided by financing activities	497,491,000	188,766,000
Effect of exchange rates on cash, cash equivalents and restricted cash	(14,000)	(9,000)
Net increase in cash, cash equivalents and restricted cash	275,074,000	150,884,000
Cash, cash equivalents and restricted cash at beginning of period	165,194,000	14,310,000
Cash, cash equivalents and restricted cash at end of period	440,268,000	165,194,000
Supplemental cash flow information:
Cash paid for interest	1,627,000	3,730,000
Supplemental disclosure of non-cash investing and financing activities:
Purchase of property and equipment included in accounts payable	1,492,000	19,000
Surrender of shares in cashless exercise	56,000	6,000
Amendment fee related to extinguishment of debt financed through additional principal	0	2,500,000
Redeemable convertible preferred stock issued for debt prepayment penalty in connection with debt modification	0	2,500,000
Redeemable convertible preferred stock issued for prepayment of principal penalty in connection with debt modification	0	10,000,000
Redeemable convertible preferred stock issued for debt issuance costs in connection with debt modification	0	5,475,000
Redeemable convertible preferred stock issued for conversion of SAFE agreement	0	5,000,000
Redeemable convertible preferred stock issued for issuance costs	0	1,500,000
Redeemable convertible preferred stock issuance costs included in accounts payable	0	2,501,000
Issuance of Common Stock for services	1,334,000	227,000
Forgiveness of Paycheck Protection Program loan and accrued interest	3,561,000	0
Issuance of Common Stock for conversion of convertible debt	4,631,000	0
Reconciliation of cash, cash equivalents and restricted cash
Cash and cash equivalents	439,488,000	164,944,000
Restricted cash included in other long-term assets	780,000	250,000
Total cash, cash equivalents and restricted cash at end of period	$ 440,268,000	$ 165,194,000

XML

Description of Business

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Description of Business

Organization and Operations

SomaLogic Operating Co., Inc. (formerly SomaLogic, Inc., and herein “SomaLogic Operating") was incorporated in the state of Delaware on October 13, 1999 and is headquartered in Boulder, Colorado. SomaLogic Operating is a protein biomarker discovery and clinical diagnostics company that develops slow off-rate modified aptamers (“SOMAmers®”), which are modified nucleic acid-based protein binding reagents that are specific for their cognate protein, and offer proprietary SomaScan® services, which provide multiplex protein detection and quantification of protein levels in complex biological samples. The SOMAmers®/SomaScan® technology enables researchers to analyze various types of biological samples for protein biomarker signatures, which can be utilized in drug discovery and development. Biomarker discoveries from SomaScan® can lead to diagnostic applications in various areas of diseases including cardiovascular and metabolic disease, nonalcoholic steatohepatitis, and wellness, among others.

CM Life Sciences II Inc. (“CMLS II”) is a blank check company incorporated as a Delaware corporation on December 15, 2020. CMLS II was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

On September 1, 2021 (the “Closing Date”), we consummated the business combination (the “Business Combination”) contemplated by the Merger Agreement (as amended, the “Merger Agreement”), dated March 28, 2021 by and among CMLS II, S-Craft Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CMLS II (“Merger Sub”), and SomaLogic Operating ("Old SomaLogic"). Pursuant to the Merger Agreement, Merger Sub merged with and into Old SomaLogic, with Old SomaLogic surviving the merger as a wholly-owned subsidiary of CMLS II. Upon the closing of the Business Combination (the “Closing”), CMLS II changed its name to SomaLogic, Inc., and Old SomaLogic changed its name to SomaLogic Operating Co., Inc.

Unless the context otherwise requires, the terms “we”, “us”, “our”, “SomaLogic" and “the Company" refer to Old SomaLogic, SomaLogic, Inc., or the combined company and its subsidiaries following the Business Combination. See Note 2, Summary of Significant Accounting Policies—Presentation of Amounts After the Business Combination, and Note 3, Business Combination, for more details of the Business Combination and the presentation of historical amounts and balances after the Business Combination. The Company's Common Stock and warrants to purchase Common Stock are listed on the Nasdaq under the ticker symbols “SLGC” and "SLGCW", respectively.

COVID-19 Pandemic

The Company is subject to ongoing uncertainty concerning the Coronavirus Disease 2019 (COVID-19) pandemic, including its length and severity and its effect on the Company’s business. The COVID-19 pandemic resulted in delays in fundraising efforts and revenue during fiscal year 2020. In response, the Company took aggressive actions to reduce spend and contain costs including implementing a hiring freeze, eliminating travel, executing early lease terminations for two administrative buildings in Boulder, Colorado, as well as closing the Company’s Oxford, United Kingdom laboratory. The Company experienced notable shifts in research funding in the pharmaceutical industry to COVID-19 research, largely delaying revenue from the first half of 2020 to the second half of 2020. The Company modified its Amended and Restated Credit Agreement in the second and fourth quarters of 2020 in order to avoid noncompliance with financial and nonfinancial covenants (see Note 10, Debt).

Our suppliers have been impacted by the COVID-19 pandemic, and we have experienced supply delays for certain equipment, instrumentation and other supplies that we use for our services and products

Despite the economic challenges due to the COVID-19 pandemic, we ended fiscal year 2020 with revenue growth of 74% year over year and we ended fiscal year 2021 with revenue growth of 46% compared to fiscal year 2020. We also benefited from our cost savings actions which included reduction in travel and non-essential spending.

The COVID-19 pandemic continues to be dynamic and near-term challenges across the economy remain. The Company expects continued volatility and unpredictability related to the impact of COVID-19 on business results. The Company continues to actively monitor the pandemic and will continue to take appropriate steps to mitigate the adverse impacts on the business posed by the on-going spread of COVID-19.

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements and accompanying notes include the accounts of SomaLogic and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for financial information. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).

Basis for Financial Balances After the Business Combination

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, CMLS II is treated as the “acquired” company for financial reporting purposes and Old SomaLogic is treated as the accounting acquirer. This determination was primarily based on the following:

•the Old SomaLogic stockholders hold the majority of voting rights in the Company;

•Old SomaLogic had the right to designate a majority of members of the board of directors of the Company immediately after giving effect to the Business Combination;

•the senior management of Old SomaLogic comprises the senior management of the Company; and

•the operations of Old SomaLogic comprise the ongoing operations of the Company.

Accordingly, for accounting purposes, our financial statements represent a continuation of the financial statements of Old SomaLogic with the Business Combination being treated as the equivalent of Old SomaLogic issuing stock for the net assets of the CMLS II, accompanied by a recapitalization. The net assets of Old SomaLogic are stated at historical cost, with no goodwill or other intangible assets recorded.

In connection with the Business Combination each share of Old SomaLogic Class B common stock (including shares of Old SomaLogic Class B common stock resulting from the deemed conversion of Old SomaLogic redeemable convertible preferred stock) converted into the right to receive 0.8381 shares (the "Exchange Ratio”) of our Class A common stock, par value $0.0001, (“Common Stock”). The recapitalization of the number of shares of our Common Stock is reflected retrospectively to the earliest period presented, based upon the Exchange Ratio, and is utilized for calculating net loss per share in all prior periods presented.

Certain reclassifications have been made to prior period amounts to conform to the current presentation.

Correction of Error in Previously Reported 2021 Interim Consolidated Financial Statements

In connection with our year-end financial close process and related preparation of our 2021 Annual Report on Form 10-K, a misstatement of net loss per share was identified in our previously filed 2021 unaudited interim consolidated financial statements for the quarter and year-to date periods ended September 30, 2021 related to the calculation of the weighted average shares outstanding used as the denominator to calculate net loss per share in the condensed consolidated statements of operations and comprehensive loss. The weighted average shares outstanding was inconsistent with the presentation of outstanding common stock in the consolidated balance sheets and statements of stockholders’ equity, which reflected the recapitalization of common stock based on the Exchange Ratio retrospectively to the earliest period presented. For further information, see Note 19, Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, revenue recognition, inventory valuation, compound derivative liability valuation, the valuation of stock-based compensation awards, warrant liabilities valuations, and earn-out liability valuations. We base our estimates on current facts, historical and anticipated results, trends, and other relevant assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, and accounts receivable. Our cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits.

Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented. For each significant customer, revenue as

a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows:

	Accounts Receivable		Revenue
	December 31,		Year Ended December 31,
	2021	2020	2021		2020
Customer A	10%	26%	21	%	30	%
Customer B	*	11%	13	%	26	%
Customer C	20%	25%	10	%	*
Customer D	26%	16%	*		*

*less than 10%

International sales entail a variety of risks, including currency exchange fluctuations, longer payment cycles, and greater difficulty in accounts receivable collection. The risks of international sales are mitigated in part by the fact that contracts are in U.S. dollars. Customers outside the United States collectively represent 31% and 35% of the Company’s revenues for the years ended December 31, 2021 and 2020, respectively. Customers outside of the United States collectively represented 18% and 23% of the Company’s gross accounts receivable balance as of December 31, 2021 and 2020, respectively.

Certain components included in our products require customization and are obtained from a single source or a limited number of suppliers.

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiary is the British pound sterling. In preparing its consolidated financial statements, the Company is required to translate the financial statements of this subsidiary from British pounds sterling to U.S. dollars. Accordingly, the assets and liabilities of the Company’s subsidiary are translated into U.S. dollars at current exchange rates and the results of operations are translated at the average exchange rates for the period. Since the Company’s functional currency is deemed to be the local currency, any gain or loss associated with the translation of its consolidated financial statements is included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Net foreign currency transaction gains (losses) were not significant for the years ended December 31, 2021 and 2020.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash deposits and short-term, highly liquid investments that are readily convertible into cash, with original maturities of three months or less. Cash equivalents consist primarily of amounts invested in money market funds and commercial paper and are stated at fair value.

Restricted Cash

Restricted cash represents cash on deposit with a financial institution as security for a letter of credit outstanding for the benefit of the landlord related to an operating lease for one of the Company’s laboratory facilities. The restricted cash is classified as a long-term asset on the consolidated balance sheets based on the term of the underlying lease.

Investments

The Company has designated all investments, which consist of U.S. Treasury securities, asset-backed securities, commercial paper, and corporate bonds, as available-for-sale securities. Available-for-sale securities are reported at fair value on the consolidated balance sheets, with unrealized gains and losses excluded from earnings and reported as a component of other comprehensive (loss) income. Realized gains and losses, amortization of premiums and discounts, and interest and dividends earned on available-for-sale securities are included in interest income and other in the consolidated statements of operations and comprehensive loss. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. The Company determines the appropriate classification of its debt securities at the time of purchase based on their maturities and re-evaluates such classification at each balance sheet date.

A decline in the fair value of a security below its cost that is deemed to be other-than-temporary is recorded as interest income and other, net and results in the establishment of a new basis for the security. Factors evaluated to determine if an investment is other-than-temporarily impaired include significant deterioration in earnings performance, credit rating, asset quality or business prospects of the issuer; adverse changes in the general market conditions in which the issuer operates; the Company’s intent to sell the security, and whether or not the Company will be required to sell the security before the recovery of its amortized cost.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price, in the principal or most advantageous market for that asset or liability to be transferred in an orderly transaction between market participants on the measurement date. ASC 820, Fair Value Measurements, establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The hierarchy defines three levels of inputs that may be used to measure fair value:

•Level 1 — Quoted prices in active markets for identical assets or liabilities;

•Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments consist of Level 1, Level 2, and Level 3 assets and liabilities. The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short-term maturities.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount management expects to collect from customers based on their outstanding invoices. We review accounts receivable regularly to determine if any receivable may not be collectible. Management estimates the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value by analyzing the status of significant past due receivables and current and historical bad debt trends. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and ceases collection efforts. We did not write off any material accounts receivable balances during the years ended December 31, 2021 and 2020.

Accounts receivable consisted of the following:

	December 31,
(in thousands)	2021		2020
Accounts receivable	$	17,146	$	17,529
Less: allowance for doubtful accounts	(72)		(80)
Accounts receivable, net	$	17,074	$	17,449

Inventory

Inventory is stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Cost is determined using a standard cost system, whereby the standard costs are updated periodically to reflect current costs. The Company estimates the recoverability of inventory by referencing estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected usage, no longer meets quality specifications, or has a cost basis in excess of its estimated net realizable value and records a charge to cost of revenue for such inventory as appropriate. The value of inventory that is not expected to be used within 12 months of the balance sheet date is classified as non-current inventory in the accompanying consolidated balance sheets.

Deferred Costs of Services

Deferred costs of services relate to costs incurred to run customer samples through the SomaScan® assay. These costs are deferred until the final report is provided to the customer and the related revenue is recognized.

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation and amortization. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation for property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets, which we estimate to be: lab equipment, 1 to 5 years; computer equipment, 3 years; furniture and fixtures, 4 years; and software, the shorter of 5 years or its useful life. Leasehold improvements are amortized over the shorter of the life of the lease term or the estimated useful life of the assets.

The Company capitalizes certain internal and external costs related to the acquisition and development of internal use software during the application development stages of projects. When the software is ready for its intended use, the

Company amortizes these costs using the straight-line method over the estimated useful life of the asset. Costs incurred during the preliminary project or the post-implementation/operation stages of the project are expensed as incurred.

Costs for capital assets not yet placed into service are capitalized as construction in progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations.

Impairment of Long-Lived Assets

The Company evaluates a long-lived asset (or asset group) for impairment whenever events or changes in circumstances indicate that the carrying value of the asset (or asset group) may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the asset is expected to generate are less than the carrying value of the asset, an impairment loss is recorded to write down the asset to its estimated fair value based on a discounted cash flow approach. There were no impairment losses recorded for the years ended December 31, 2021 and 2020.

Leases

Leases are reviewed and classified as capital or operating at their inception in accordance with ASC 840, Leases. The Company enters into lease agreements for its administrative and laboratory facilities, which are classified as operating leases. The Company records rent expense on a straight-line basis over the term of the lease, which includes the lease extension periods, if appropriate. The difference between rent payments and straight-line rent expense is recorded as deferred rent in current or other long-term liabilities, as appropriate. Lease agreements may include tenant improvement allowances from landlords. The Company recognizes these allowances as leasehold incentive obligations in deferred rent and amortizes them on a straight-line basis over the lease term as a reduction to rent expense. Leasehold improvements are capitalized and included in property and equipment on the consolidated balance sheets.

Warrant Liabilities

During February 2021, in connection with CMLS II’s initial public offering, CMLS II issued 5,519,991 warrants (the “Public Warrants”) to purchase shares of Common Stock at $11.50 per share. Simultaneously, with the consummation of the CMLS II initial public offering, CMLS II issued 5,013,333 warrants through a private placement (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to purchase shares of Common Stock at $11.50 per share. All of the Warrants were outstanding as of December 31, 2021.

We classify the Warrants as liabilities on our consolidated balance sheets as these instruments are precluded from being indexed to our own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging (“ASC 815”). Since the Warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as long-term liabilities at fair value on the date of the Business Combination, with subsequent changes in their respective fair values recognized within change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss at each reporting date. See Note 11, Stockholders' Equity, for more information on the Warrants.

Earn-Out Liability

As a result of the Business Combination, the Company recognized Earn-Out Shares (defined below) contingently issuable to former stockholders of Old SomaLogic as a liability in accordance with ASC 815. The liability was included as part of the consideration transferred in the Business Combination and was recorded at fair value. The earn-out liability is remeasured at the end of each reporting period, with subsequent changes in fair value recognized within change in fair value of earn-out liability in the consolidated statements of operations and comprehensive loss. See Note 3, Business Combination, for more information on the Earn-Out Shares and liability.

Revenue Recognition

The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 provides a five-step model for recognizing revenue that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

The Company recognizes revenue when or as control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue and products are sold without the right of return.

Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. The Company does not adjust revenue for the effects of a significant financing component for contracts where the

period between the transfer of the good or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less.

Assay Services Revenue

The Company generates assay services revenue primarily from the sale of SomaScan® services. SomaScan® service revenue is derived from performing the SomaScan® assay on customer samples to generate data on protein biomarkers. Revenue from SomaScan® services is recognized at the time the analysis data or report is delivered to the customer, which is when control has been transferred to the customer. SomaScan® services are sold at a fixed price per sample without any volume discounts, rebates, or refunds.

The delivery of each assay data report is a separate performance obligation. For arrangements with multiple performance obligations, the transaction price must be allocated to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation as there are few directly comparable products in the market and factors such as customer size are factored into the determination of selling price. We determine standalone selling prices based on amounts invoiced to customers in observable transactions.

Product Revenue

Product revenue primarily consists of kit sales to customers who assay samples in their own laboratories. The Company receives a fixed price per kit and revenue from product sales is recognized upon transfer of control to the customer. The principal terms of sale are freight on board (“FOB”) shipping point and as such, the Company transfers control and records revenue for product sales upon shipment. Shipping and handling costs billed to customers are included in product revenue in the consolidated statements of operations and comprehensive loss.

Collaboration Revenue

In July 2011, NEC Corporation (“NEC”) and the Company entered into a Strategic Alliance Agreement (the “SAA”) to develop a professional software tool to enable SomaScan® customers to easily access and interpret the highly multiplexed proteomic data generated by SomaLogic’s SomaScan® assay technology in the United States. To support this development, NEC made an upfront payment of $12.0 million and SomaLogic agreed to pay NEC a perpetual royalty on certain SomaScan® revenues. This agreement includes a clause whereby if there is a material breach of the contract or change in control of the Company, the Company may be required to pay a fee to terminate the agreement.

The Company determined that the SAA met the criteria set forth in ASC 808, Collaborative Arrangements, (“ASC 808”) because both parties were active participants and were exposed to significant risks and rewards dependent on commercial failure or success. The Company recorded the upfront payment as deferred revenue to be recognized over the period of performance of 15 years. The revenue was recorded in collaboration revenue in the consolidated statements of operations and comprehensive loss.

In March 2020, NEC and the Company mutually terminated the SAA and concurrently the Company and NEC Solution Innovators, Ltd. (“NES”), a wholly owned subsidiary of NEC, entered into a new arrangement, the JDCA, to develop and commercialize SomaScan® services in Japan, as described in the section entitled “Collaboration Agreements” above. NES agreed to make annual payments of $2 million for five years, for a total of $10.0 million, in exchange for research and development activities, as described below. The Company determined the JDCA should be accounted for as a modification of the SAA. Therefore, the remaining SAA deferred revenue balance as of the date of the modification was included as consideration under the JDCA resulting in total consideration of $15.3 million for research and development activities. We determined that this arrangement also meets the criteria set forth in ASC 808. The JDCA contains three separate performance obligations: (i) research and development activities, (ii) assay services, and (iii) a 10-year exclusive license of the Company’s intellectual property.

(i) Research and Development Activities

The Company determined that NES is not a customer with respect to the research and development activities associated with the collaboration arrangement under ASC 808. The Company’s efforts related to the research and development activities are incurred consistently throughout the performance period. As a result, the Company recognizes revenue from these activities over time on a straight-line basis and records revenue in collaboration revenue in the consolidated statements of operations and comprehensive loss.

(ii) Assay Services

The Company determined that NES is a customer for the assay services performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives a fixed fee (standalone selling price) per sample in

exchange for assaying samples, which is a service performed for other customers in the ordinary course of business. This performance obligation is recognized at a point in time when the assay data report is delivered to the customer and recorded in assay services revenue in the consolidated statements of operations and comprehensive loss.

(iii) License of Intellectual Property

The Company determined that NES is a customer for the license performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives royalties based on NES’ net sales and determined the allocation of royalties solely to this performance obligation is consistent with the objectives in ASC 606. This performance obligation was satisfied at the beginning of the license term. Subject to the sales and usage-based royalty exception, revenue is recognized in the period in which the subsequent sale or usage has occurred. Royalties are recorded in other revenue in the consolidated statements of operations and comprehensive loss.

Other Revenue

Other revenue includes royalty revenue and revenue received from research grants. The Company recognizes royalty revenue for fees paid by customers in return for the exclusive license to make, use or sell certain licensed products in certain geographic areas. These fees are equivalent to a percentage of the customer’s related revenues. The Company recognizes revenue for sales-based or usage-based royalties promised in exchange for a license of intellectual property when the later of the following events occurs: (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been satisfied. As such, revenue is recognized in the period in which the subsequent sale or usage has occurred.

In June 2008, the Company and New England Biolabs, Inc. (“NEB”) entered into an exclusive licensing agreement, whereby the Company provides a license to use certain proprietary information and know-how relating to its aptamer technology to make and use commercial products. In exchange, the Company receives royalties from NEB for these products. The Company recognized royalties of approximately $8.5 million and $5.3 million for the years ended December 31, 2021 and 2020, respectively.

Grant revenue represents funding under cost reimbursement programs from government agencies and non-profit foundations for qualified research and development activities performed by the Company. The Company recognizes grant revenue when it is reasonably assured that the grant funding will be received as evidenced through the existence of a grant arrangement, amounts eligible for reimbursement are determinable and have been incurred, the applicable conditions under the grant arrangements have been met, and collectability of amounts due is reasonably assured. The classification of costs incurred related to grants is based on the nature of the activities performed by the Company. Grant revenue is recognized when the related costs are incurred and recorded in other revenue in the consolidated statements of operations and comprehensive loss.

Cost of Assay Services Revenue

Cost of assay services revenue consists of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to assay services revenue. It also includes provisions for excess or obsolete inventory and costs for production variances, such as yield losses, material usages, spending and capacity variances. Cost of assay services revenue also includes royalty fees that the Company owes to third parties related to assay services.

Cost of Product Revenue

Cost of product revenue consists primarily of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations and comprehensive loss. Cost of product revenue also includes royalty fees that the Company owes to third parties related to the sale of products.

Research and Development

Research and development expenses, consisting primarily of salaries and benefits, laboratory supplies, clinical study costs, consulting fees and related costs, are expensed as incurred.

Selling, General and Administrative

Selling expenses consist primarily of personnel and marketing related costs and are expensed as the related costs are incurred. Advertising costs totaled approximately $0.7 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively.

General and administrative expenses consist primarily of personnel costs for the Company’s finance, human resources, business development and general management, as well as professional services, such as legal and accounting services. General and administrative expenses are expensed as incurred.

Income Taxes

The provision for income taxes is included in interest income and other, net in the consolidated statements of operations and comprehensive loss.

Deferred income tax assets and liabilities are recognized for tax consequences in future years attributable to differences between the tax bases of assets and liabilities and their respective financial reporting amounts, based on enacted tax laws and statutory tax rates applicable to the periods in which these temporary differences are expected to reverse. The Company evaluates the need to establish or release a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. Valuation allowances are established to reduce deferred tax assets to the amount expected to be more likely than not realized in the future.

The effect of income tax positions is recognized only when it is more likely than not to be sustained. Interest and penalties associated with uncertain tax positions are recorded in interest income and other, net in the consolidated statements of operations and comprehensive loss.

We made an accounting policy election to treat the tax effects of the global intangible low-taxed income as a component of interest income and other, net in the period incurred.

Stock-Based Compensation

The Company incurs stock-based compensation expense related to its stock options, and we recognize stock-based employee compensation, net of an estimated forfeiture rate, over the employee’s requisite service period, which is generally the vesting period, on a straight-line basis.

The Company utilizes the Black-Scholes valuation model for estimating the fair value of stock options granted. The fair value of each option is estimated on the date of grant.

Set forth below are the assumptions used in valuing the stock options granted and a discussion of the Company’s methodology for developing each of the assumptions used:

•Expected dividend yield — The Company did not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero in the option valuation model.

•Expected volatility — Volatility is a measure of the amount by which a financial variable, such as share price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company analyzes the volatility used by similar public companies at a similar stage of development to estimate expected volatility. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty.

•Risk-free interest rate — We use a range of United States Treasury rates with a term that most closely resembles the expected life of the option as of the date of which the option was granted.

•Expected average life of options — The expected life assumption is the expected time to exercise. The Company uses a simplified method to develop this assumption, which uses the average of the vesting period and the contractual terms.

Fair Value of Common Stock

The grant date fair value of the shares of common stock underlying stock options had historically been determined by the Company’s Board of Directors with assistance of third-party valuation specialists prior to the Business Combination. Because there was no public market for the Company’s common stock, the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors, combined with management’s judgments, to determine the best estimate of the fair value, which include financial condition and actual operating results; the progress of the Company’s research and development efforts; its stage of development; business strategy; the rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; the prices at which the Company sold shares of its redeemable convertible preferred stock; equity market conditions of comparable public companies; general U.S. market conditions; and the lack of marketability of our common stock. Following the Business Combination, the grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the date of the grant.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that are recorded as an element of stockholders’ equity but excluded from net loss. Our other comprehensive loss consists of foreign currency translation adjustments and net unrealized gain or losses on investments in available-for-sale securities.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the period. Diluted net loss per share is similarly computed, except that the denominator includes the effect of contingently issuable shares, warrants, and stock options, using the treasury stock method, if including such potential shares of common stock is dilutive.

Segment Information

The Company has one operating segment. The Company’s chief operating decision maker (the “CODM”) role is performed by the Company’s Chief Executive Officer. The CODM manages the Company’s operations on a consolidated basis for purposes of allocating resources and assessing performance. Substantially all of the Company’s operations and decision-making functions are located in the United States.

Recent Accounting Pronouncements

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies so long as we remain an emerging growth company.

Accounting Standards Not Yet Adopted

Leases. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which extended the effective date of ASU 2016-02 for non-public business entities. The amended standard is effective for the Company on January 1, 2022.

The Company will adopt ASU 2016-02, as amended, using a modified retrospective approach as permitted under ASU 2018-11, which allows the Company to apply the legacy lease guidance and disclosure requirements in the comparative periods presented prior to the year of adoption. No cumulative-effect adjustment to retained earnings is expected to be recognized upon adoption of ASU 2016-02.

As part of the adoption, the Company will elect the short-term lease recognition policy election for all leases with a term of 12 months or less, and as such, no right-of-use assets or lease liabilities will be recorded on the balance sheet for these leases. The Company also expects to elect the following practical expedients:

•the package of transition practical expedients, permitting the Company to not reassess its prior conclusions about lease identification, lease classification and initial direct costs; and

•the practical expedient to not separate lease and non-lease components.

We are finalizing our implementation of ASU 2016-02, but expect the adoption will result in increases to long-term assets, current liabilities and long-term liabilities on its consolidated balance sheets, related to the recognition of right-of-use assets and lease liabilities, and will require additional disclosures of key information related to its leases in the footnotes to the consolidated financial statements. As part of our implementation procedures, we have identified long-term leases for certain asset classes, including corporate office space. As of December 31, 2021, the Company’s undiscounted obligations for operating leases in the Company’s future minimum lease table totaled approximately $5.5 million (see Note 9, Commitments and Contingencies, for additional information).

Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles of ASC 740 as part of an overall simplification initiative. ASU 2019-12 is effective for the Company on January 1, 2022. The Company is currently evaluating the impact this standard, however, the Company does not believe the adoption of ASU 2019-12 will have a material impact on its consolidated financial statements and related disclosures.

Financial Instruments — Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which sets forth a “current expected credit loss” (CECL) model that requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which extends the effective date of ASU 2016-13 for non-public business entities. ASU 2016-13, as amended, is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements and related disclosures.

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Business Combination

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Business Combination

Business Combination

As described in Note 1, Description of Business—Organization and Operations, we consummated the Merger Agreement on the Closing Date. Pursuant to the terms of the Merger Agreement, the merger consideration payable to stockholders of Old SomaLogic at the Closing Date was $1.25 billion, consisting of cash payments of $50 million and equity consideration in the form of (i) the issuance of shares of Common Stock and (ii) rollover of Old SomaLogic’s outstanding options. The number of shares of Common Stock issued to Old SomaLogic stockholders was based on a deemed value of $10.00 per share after giving effect to the Exchange Ratio. Each option of Old SomaLogic that was outstanding immediately prior to the Closing Date was assumed by SomaLogic and converted into an option to acquire an adjusted number of shares of Common Stock of SomaLogic at an adjusted exercise price per share based on the Exchange Ratio. These assumed options will continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the original instrument.

Earn-Out Shares

The Merger Agreement also provides additional shares of Common Stock to Old SomaLogic shareholders and to certain employees and directors of SomaLogic (“Earn-Out Service Providers”) of up to 3,500,125 and 1,499,875, respectively (the “Earn-Out Shares”). The Earn-Out Shares are payable if the price of our Common Stock is greater than or equal to $20.00 for a period of at least 20 out of 30 consecutive trading days at any time between the 13- and 24-month anniversary of the Closing Date (the “Triggering Event”). Any Earn-Out Shares issuable to an Earn-Out Service Provider shall be issued only if such individual continues to provide services (whether as an employee or director) through the date of occurrence of the corresponding Triggering Event (or a change in control acceleration event, if applicable) that causes such Earn-Out Shares to become issuable (refer to Note 13, Stock-based Compensation). Any Earn-Out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the Old SomaLogic stockholders in accordance with their respective pro rata Earn-Out Shares. As of December 31, 2021, the contingency has not been met and, accordingly, no shares of Common Stock have been issued.

PIPE (Private Investment in Public Entity) Investment

In connection with the Business Combination, CMLS II entered into subscription agreements with certain institutional and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, concurrently with the Closing, an aggregate of 36,500,000 shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $365.0 million (the “PIPE Investment”).

CMLS II Shares

In connection with the Closing, certain CMLS II holders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 809,850 shares of CMLS II common stock at an approximate price of $10.00 per share, for an aggregate of approximately $8.1 million, which was paid to such holders at the Closing (the “CMLS II Redemption”). Immediately following the Closing, all of the 6,900,000 issued and outstanding shares of CMLS II Class B common stock (“CMLS II Founder Shares”), automatically converted, on a one-for-one basis, into shares of Common Stock in accordance with CMLS II’s amended and restated certificate of incorporation.

Summary of Shares Issued

The following table details the number of shares of Common Stock issued immediately following the consummation of the Business Combination:

	Shares
CMLS II Class A common stock, outstanding prior to Business Combination	27,600,000
Less: CMLS II Redemption shares	(809,850)
Class A common stock of CMLS II, net of redemptions	26,790,150
Conversion of CMLS II Founder Shares for Common Stock	6,900,000
Shares issued pursuant to PIPE Investment	36,500,000
Conversion of Old SomaLogic shares for Common Stock (1)	110,973,213
Total shares of SomaLogic Common Stock, immediately after Business Combination	181,163,363

(1) The number of Old SomaLogic shares was determined as the 75,404,883 shares of Old SomaLogic Class B common stock and 31,485,973 shares of Old SomaLogic redeemable convertible preferred stock (assuming deemed conversion to Old SomaLogic Class B common stock) outstanding immediately prior to the closing of the Business Combination multiplied by the Exchange Ratio of 0.8381.

Summary of Net Proceeds

On the Closing Date, SomaLogic received gross proceeds of $619.4 million, consisting of $365.0 million from the PIPE Investors and $254.4 million from CMLS II. The gross proceeds were reduced by $50 million of cash payments made to Old SomaLogic stockholders (based on certain Old SomaLogic stockholders’ election to receive cash instead of equity consideration) and $39.3 million of direct transaction costs incurred by the Company. These direct transaction costs were included in additional paid-in capital and reflected as an offset against the proceeds.

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Revenue

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

The following table provides information about disaggregated revenue by product line:

	Year Ended December 31,
(in thousands)	2021		2020
Assay services revenue	$	68,038	$	45,827
Product revenue	1,277		1,907
Collaboration revenue	3,051		2,483
Other revenue:
Royalties	8,515		5,261
Other	745		411
Total other revenue	9,260		5,672
Total revenue	$	81,626	$	55,889

Contract Balances and Remaining Performance Obligations

Contract liabilities represent the Company’s obligation to transfer goods or services to customers from which we have received consideration. Deferred revenue is classified as current if the Company expects to be able to recognize the deferred amount as revenue within 12 months of the balance sheet date. Deferred revenue is recognized as or when the Company satisfies its performance obligations under the contract.

A summary of the change in contract liabilities is as follows:

	December 31,
(in thousands)	2021		2020
Balance at beginning of period	$	5,177	$	5,469
Recognition of revenue included in balance at beginning of period	(1,762)		(1,003)
Revenue deferred during the period, net of revenue recognized	1,970		711
Balance at end of period	$	5,385	$	5,177

At December 31, 2021 and 2020, deferred revenue of $5.4 million and $5.2 million, respectively, was comprised of balances related to our collaboration revenue, assay services, and other revenue. At December 31, 2021 and 2020, the portion of deferred revenue related to collaboration revenue was $3.9 million and $5.0 million, respectively, which is recognized on a straight-line basis over the performance period. As of December 31, 2021, the estimated remaining

performance period related to the deferred collaboration revenue is approximately 3.3 years. At December 31, 2021 and 2020, the portion of deferred revenue related to assay services and other revenue was $1.5 million and $0.2 million, respectively. As of December 31, 2021, the deferred revenue related to assay services and other revenue will be recognized within 12 months.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets measured at fair value on a recurring basis

The following tables set forth our financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements:

As of December 31, 2021 (in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Aggregate Fair Value		Fair Value Level
Cash and cash equivalents:
Cash	$	114,533	$	—	$	—	$	114,533	Level 1
Money market funds	324,955		—		—		324,955		Level 1
Total cash and cash equivalents	439,488		—		—		439,488
Investments:
Commercial paper	177,852		16		(57)		177,811		Level 2
U.S. Treasuries	12,021		—		(9)		12,012		Level 2
Asset-backed securities	12,084		—		(8)		12,076		Level 2
Corporate bonds	16,332		—		(13)		16,319		Level 2
Total investments	218,289		16		(87)		218,218
Total assets measured at fair value on a recurring basis	$	657,777	$	16	$	(87)	$	657,706

As of December 31, 2020 (in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Aggregate Fair Value		Fair Value Level
Cash and cash equivalents:
Cash	$	138,977	$	—	$	—	$	138,977	Level 1
Money market funds	23,568		—		—		23,568		Level 1
Commercial paper	2,399		—		—		2,399		Level 2
Total cash and cash equivalents	164,944		—		—		164,944
Investments:
Commercial paper	33,863		2		(2)		33,863		Level 2
Corporate bonds	6,093		—		(2)		6,091		Level 2
Total investments	39,956		2		(4)		39,954
Total assets measured at fair value on a recurring basis	$	204,900	$	2	$	(4)	$	204,898

All of the U.S. Treasury securities, asset-backed debt securities, commercial paper, corporate bonds, and international government securities that are designated as available-for-sale securities have an effective maturity date that is less than one year from the respective balance sheet date, and accordingly, have been classified as current in the consolidated balance sheets.

We classify our investments in money market funds within Level 1 of the fair value hierarchy because they are valued using quoted market prices. We classify our commercial paper, corporate bonds, U.S. Treasuries, asset-backed securities, and international government securities as Level 2 and obtain the fair value from a third-party pricing service, which may use quoted market prices for identical or comparable instruments or model-driven valuations using observable market data or inputs corroborated by observable market data.

As all of our available-for-sale securities have been held for less than a year as of both December 31, 2021 and 2020, no security has been in an unrealized loss position for 12 months or greater. We evaluated our securities for other-than temporary impairment and considered the decline in market value for the securities to be primarily attributed to current economic and market conditions. It is not more likely than not that we will be required to sell the securities, and we do not intend to do so prior to the recovery of the amortized cost basis. Based on this analysis, the available-for-sale securities were not considered to be other-than-temporarily impaired as of December 31, 2021 and 2020.

Liabilities measured at fair value on a recurring basis

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

(in thousands)	December 31, 2021		December 31, 2020		Fair Value Level
Liabilities:
Warrant liability - Public Warrants	$	18,437	$	—	Level 1
Warrant liability - Private Placement Warrants	16,744		—		Level 2
Earn-out liability	26,885		—		Level 3
Compound derivative liability	—		425		Level 3
Total liabilities measured at fair value on a recurring basis	$	62,066	$	425

Warrant liabilities

The Public Warrants were valued using Level 1 inputs as they are traded in an active market. The fair value of the Private Placement Warrants is equivalent to that of the Public Warrants as they have substantially the same terms; however, as they are not actively traded, they are classified as Level 2 in the hierarchy table above.

Earn-out liability

The fair value of the Earn-Out Shares was estimated using a Monte Carlo simulation model. The fair value is based on the simulated price of the Company over the maturity date of the contingent consideration and increased by estimated forfeitures of Earn-Out Shares issued to Earn-Out Service Providers.

The significant unobservable inputs used in the Monte Carlo simulation to measure the Earn-Out Shares that are categorized within Level 3 of the fair value hierarchy as of December 31, 2021 are as follows:

	December 31, 2021
Stock price on valuation date	$	11.64
Volatility	85.60		%
Risk-free rate	0.34		%
Dividend yield	—		%

The change in the fair value of the earn-out liability for the year ended December 31, 2021 is summarized as follows:

(in thousands)	Fair Value
Fair value of earn-out liability at Closing	$	25,016
Change in fair value of earn-out liability	1,869
Balance as of December 31, 2021	$	26,885

Compound derivative liability

The fair value of the compound derivative liability was approximately $0.4 million as of December 31, 2020 and is recorded in other long-term liabilities on the consolidated balance sheets. The compound derivative liability was measured at December 31, 2020 using a probability-weighted method with unobservable inputs, which are classified as Level 3 within the fair value hierarchy. The primary inputs for the probability-weighted valuation include the Company’s credit spread, applicable market discount rates, estimated recovery rates and U.S. Treasury rates. The credit spread assumption was approximately 8% and the recovery rate was approximately 69% as of December 31, 2020.

Due to deteriorating economic conditions and delays in fundraising efforts during the COVID-19 pandemic in the second quarter of 2020, we restructured the Amended and Restated Credit Agreement on June 29, 2020 (see Note 10, Debt). We recorded an increase in the fair value of the compound derivative of $4.8 million immediately prior to the restructuring, which was recorded as interest expense in the accompanying consolidated statements of operations and comprehensive loss. The amendment fee of $2.5 million and the present value of the additional interest of approximately $1.4 million were settled against the compound derivative liability.

On April 9, 2021, the Company repaid the Amended and Restated Credit Agreement in full and the fair value of the compound derivative liability was included in the net carrying amount of the debt used to determine the loss on extinguishment of debt. See Note 10, Debt, for more information.

Convertible debt

The fair value of the Convertible Debt was $2.3 million as of December 31, 2020, which was a Level 3 measurement based on the conversion value of the instrument. See Note 10, Debt, for more information.

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Inventory

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventory

Inventory

Inventory was comprised of the following:

	December 31,
(in thousands)	2021		2020
Raw materials	$	15,205	$	12,883
Finished goods	93		161
Total inventory	$	15,298	$	13,044
Inventory (current)	$	11,213	$	7,020
Non-current inventory	$	4,085	$	6,024

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Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment was comprised of the following:

	December 31,
(in thousands)	2021		2020
Lab equipment	$	10,504	$	9,865
Computer equipment	1,416		1,402
Furniture and fixtures	951		947
Software	4,866		2,657
Leasehold improvements	2,275		3,539
Construction in progress	4,789		81
Total property and equipment, at cost	24,801		18,491
Less: Accumulated depreciation and amortization	(15,244)		(14,578)
Property and equipment, net	$	9,557	$	3,913

Depreciation expense was $1.8 million and $2.3 million for the years ended December 31, 2021 and 2020, respectively. Amortization expense related to internal use software was $0.8 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively. The unamortized internal use software costs as of December 31, 2021 and 2020 was $2.4 million and $1.0 million, respectively.

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Accrued Liabilities

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued Liabilities

Accrued liabilities consisted of the following:

	December 31,
(in thousands)	2021		2020
Accrued compensation	$	9,832	$	5,378
Accrued charitable contributions	400		400
Accrued medical claims	398		307
Other	479		225
Total accrued liabilities	$	11,109	$	6,310

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Commitment and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Operating Leases

We have entered into various non-cancelable operating lease agreements for our current headquarters and laboratory facilities in Boulder, Colorado. In August 2015, the Company entered into a lease agreement for the Company’s corporate headquarters with a lease term that expires in June 2023; however, in September 2020, we agreed to terminate the lease effective June 2021. As a result, we paid a termination penalty of $0.3 million, which was recorded in selling, general and administrative expenses during the year ended December 31, 2020. A second lease, originally entered into in January 2017, expired in August 2021. This lease expired with no termination penalties.

In August 2020, we announced the closure of our Oxford, United Kingdom laboratory. The related laboratory lease term expired in December 2021.

We also have operating leases for our research and development lab facility and operations lab facility in Boulder, Colorado. During the year ended December 31, 2021, we extended the lease term on both leases until February 2026 and December 2023, respectively. The laboratory leases include escalating rent payments and options to renew the leases. We have deposits of $0.8 million and $0.3 million classified as restricted cash and included in other long-term assets as of December 31, 2021 and 2020, respectively. The deposits are restricted from withdrawal and held by a bank in the form of collateral for an irrevocable standby letter of credit held as security for the lease of one of the Company’s facilities. In December 2021, we entered into a lease for administrative offices which will expire on December 31, 2023.

On February 10, 2022, the Company entered into two separate lease agreements to lease two buildings pending construction. Both leases will expire on November 30, 2033, unless extended by the parties or earlier terminated in accordance with the terms of the lease. The Company's obligation to pay rent for each building will begin approximately six months following the applicable commencement date of each lease. The annual base rent for each lease is approximately $1.3 million per year in the aggregate. Each lease is subject to annual increases of approximately 3% per annum and other adjustments, up to approximately $1.8 million per year in the aggregate in the final year of the term. Both leases include tenant improvement allowances in the amount of approximately $3.5 million per lease. The Company has the right to extend the term of each of the leases for three periods of sixty months each beginning immediately following the end of the then-current term.

Rent expense for the years ended December 31, 2021 and 2020 for operating leases was $1.8 million and $1.9 million, respectively. As of December 31, 2021, we have future commitments resulting from these operating lease arrangements totaling $5.5 million, which consisted of the following:

(in thousands)	December 31, 2021
2022	$	1,850
2023	1,905
2024	810
2025	834
2026	143
Total future minimum lease payments	$	5,542

SAFE Agreement

In December 2019, in conjunction with a revenue contract with a customer, we entered into a Simple Agreement for Future Equity (the “SAFE”). The SAFE agreement provided the customer with the right to purchase a SAFE for a fixed payment of $5.0 million that would convert into equity (variable number of shares based upon fair value at the date of issuance) upon certain specified fundraising events. The right to purchase the SAFE was contingent on the customer’s approval of our plan to move to the next version of our SomaScan® platform (the “Reversioning Plan”), which did not occur until January 2020. The obligation was classified as a liability and measured at fair value upon the customers’ approval of the Reversioning Plan in January 2020. We received $5.0 million in cash and the customer was issued 737,463 shares of Old SomaLogic redeemable convertible preferred stock, which effectively converted the liability into redeemable convertible preferred stock. The 737,463 shares of Old SomaLogic redeemable convertible preferred stock that were issued for the SAFE are presented in the consolidated statements of stockholders’ equity as 1,236,135 shares of Common Stock as a result of the reverse recapitalization.

Legal Proceedings

We are subject to claims and assessments from time to time in the ordinary course of business. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We are not currently party to any material legal proceedings in which a potential loss is probable or reasonably estimable.

Indemnification

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

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Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

Debt

Debt consisted of the following:

	December 31,
(in thousands)	2021		2020
Paycheck Protection Program loan	$	—	$	3,520
Amended and Restated Credit Agreement	—		33,087
Plus: Premium	—		708
Less: Unamortized debt issuance costs	—		(2,566)
Total long-term debt	$	—	$	34,749
Current portion of long-term debt	$	—	$	2,423
Long-term debt, net of current portion	$	—	$	32,326

Convertible Debt

We had an unsecured convertible promissory note that was issued in March 2007, at par value, for an aggregate principal amount of $2.0 million (the “Convertible Debt”). In June 2017, the original maturity date for the Convertible Debt was extended to June 30, 2024 and the interest rate was amended to a fixed rate of 3.75%. We performed a two-step analysis in accordance with ASC 470-50, Debt — Modification and Extinguishments, and determined that the amendment should be accounted for as a modification because the present value of the cash flows under the terms of the modified agreement were not substantially different than the present value of the remaining cash flows under the terms of the original agreement and the change in the value of the conversion option was not substantially different than the carrying value of the Convertible Debt. The resulting impact was a reduction in the carrying amount of the Convertible Debt for $0.1 million and an offsetting impact to additional paid-in capital. Amortization of the discount was less than $0.1 million for the years ended December 31, 2021 and 2020.

The Convertible Debt had a voluntary conversion feature that allowed the holder, at its sole option, the right to request the Company to convert the principal, any accrued, but unpaid interest and any other unpaid amount of the obligation into our common stock or preferred stock. There was also an automatic conversion feature that permitted the Convertible Debt to be settled in common stock or cash upon certain events. The number of shares of common or preferred stock that could have been issued would have been determined based on the total outstanding obligation divided by $3.72 or $5.87, respectively.

On March 30, 2021, we issued a notice of prepayment to the holder of the Convertible Debt stating the Company intended to prepay the full outstanding Convertible Debt obligation. The holder then had the option to either request a conversion to equity pursuant to the Convertible Debt voluntary conversion provisions, described above, or accept the Company’s prepayment. On July 9, 2021, the Company and the holder of the Convertible Debt amended the conversion terms and simultaneously converted the Convertible Debt into 682,070 shares of Old SomaLogic Class B common stock. We recognized a $2.7 million loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021 as a result of the conversion. Since the Convertible Debt was settled in full, there is no outstanding balance as of December 31, 2021. The 682,070 shares of Old SomaLogic Class B common stock that were issued for the conversion of Convertible Debt are presented in the consolidated statements of stockholders’ equity as 571,642 shares of Common Stock as a result of the reverse recapitalization.

Interest expense on the Convertible Debt was less than $0.1 million for the years ended December 31, 2021 and 2020.

Paycheck Protection Program

In April 2020, we received a loan in the aggregate amount of $3.5 million, pursuant to the Paycheck Protection Program (the “PPP”), established pursuant to the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration. The PPP loan, which was in the form of a note dated April 13, 2020, matures on April 13, 2022 and bears interest at a rate of 0.98% per annum. All principal and interest payments were deferred until April 13, 2021.

Under the terms of the CARES Act, we could apply for and receive forgiveness for all, or a portion of the loans granted under the PPP. Such forgiveness was determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, eligible payroll costs and mortgage interest, rent or utility costs, and on the maintenance or rehiring of employees and maintaining compensation levels during the eight-week period following the funding of the PPP loan. On June 21, 2021, we were notified by the lender that the PPP loan had been forgiven for the full amount borrowed under the PPP loan, including less than $0.1 million of accrued interest. In accordance with ASC 405-20, Extinguishment of Liabilities, the income from the forgiveness of the amount borrowed and the accrued interest was recognized as a gain on extinguishment of debt recorded within loss on extinguishment of debt, net in the

consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. As the PPP loan was forgiven, there is no outstanding balance as of December 31, 2021.

Amended and Restated Credit Agreement

In February 2016, we entered into a credit agreement (the “Credit Agreement”) with Madryn Health Partners, LP (“Madryn”), under which we received net proceeds of approximately $35.0 million, including debt issuance costs of $0.8 million. Interest on the Credit Agreement accrued at an annual floating interest rate of LIBOR (with a 1% floor) plus 12.5%, payable quarterly, of which a portion could be deferred at our option and paid together with the principal at maturity (“payment in kind” or “PIK”). The Credit Agreement had an interest-only period through March 31, 2020 and a final maturity date of December 31, 2021.

In December 2017, we entered into the Amended and Restated Credit Agreement, receiving an additional $3.4 million in proceeds. The Amended and Restated Credit Agreement reduced the floating interest rate of LIBOR plus 12.5% to 8.86%, waived revenue covenants until October 1, 2020 as long as cash and investments exceeded the principal balance of the debt, removed the option to defer a portion of the interest payment until maturity and extended the term to December 2022. As of December 31, 2017, the additional debt recorded as PIK was approximately $1.6 million. In exchange for these amendments, we issued 800,000 shares of Old SomaLogic Class B common stock to Madryn at a fair value of $12.35 per share. The fair value of the Old SomaLogic Class B common stock issued of $9.9 million, plus additional financing fees of $0.2 million, was recorded as deferred costs and is amortized to interest expense over the life of the loan using the effective interest rate method. The 800,000 shares of Old SomaLogic Class B common stock that were issued to Madryn are presented in the consolidated statements of stockholders’ equity as 670,480 shares of Common Stock as a result of the reverse recapitalization.

We determined that the Amended and Restated Credit Agreement contained put options related to early redemption mandatory prepayment terms in case of change in control or an event of default (the “Redemption Features”). The Redemption Features embedded in the Credit Agreement and Amended and Restated Credit Agreement met the requirements for separate accounting and were accounted for as a single, compound derivative instrument, in accordance with ASC 815.

On June 29, 2020, we signed an amendment to the Amended and Restated Credit Agreement. The amendment increased the fixed annual interest rate to 12%, of which 3% can be deferred at our option and paid together with the principal at maturity, waived or amended certain covenants and eliminated amortizing principal payments set to begin in March 2021. The entirety of the outstanding principal balance was due on the maturity date of December 31, 2022. Additionally, we incurred an amendment fee of $2.5 million, which was added to the outstanding principal balance. This amendment met the definition of a troubled debt restructuring under ASC 470-60, Troubled Debt Restructurings by Debtors, as the Company was experiencing financial difficulties and received concessions. The amendment did not result in a gain on restructuring because the total undiscounted cash outflows required under the Amended and Restated Credit Agreement exceeded the carrying value of the debt immediately prior to the amendment. The present value of the additional interest resulted in a premium of $1.4 million.

On November 20, 2020, we signed an additional amendment to the Amended and Restated Credit Agreement. In connection with the amendment, we issued 2,651,179 shares of Old SomaLogic redeemable convertible preferred stock to Madryn for a total fair value of approximately $18.0 million in exchange for the deemed prepayment of $10.0 million in the principal amount, a prepayment penalty of $2.5 million and amendment fees of approximately $5.5 million. This amendment also reduced the fixed annual interest rate to 11%, of which 2% can be deferred at our option and paid together with the principal at maturity and amended certain change of control provisions. We accounted for this amendment as a modification to the Amended and Restated Credit Agreement as it was determined that no substantial change occurred. We elected to write down a proportionate amount of debt issuance costs and premium related to the prepayment. As a result, we recognized $0.6 million in loss on extinguishment of debt, net in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020. The 2,651,179 shares of Old SomaLogic redeemable convertible preferred stock that were issued for the conversion of the Convertible Debt are presented in the consolidated statements of stockholders’ equity as 4,443,906 shares of Common Stock as a result of the reverse recapitalization.

On April 9, 2021, we repaid the Amended and Restated Credit Agreement in full and the obligation was extinguished. In addition to the outstanding principal balance of $33.3 million as of that date, we also paid a prepayment penalty of approximately $4.0 million. As a result of the repayment of the Amended and Restated Credit Agreement, we recognized a $5.2 million loss on extinguishment of debt in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021.

The Company incurred $1.3 million and $5.8 million of interest expense for the years ended December 31, 2021 and 2020, respectively, under the Amended and Restated Credit Agreement. The interest expense includes noncash amortization of the debt issuance costs of approximately $0.3 million and $2.0 million for the years ended December 31, 2021 and 2020, respectively, and is net of amortization of premium of $0.1 million and $0.5 million for the years ended

December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the additional interest recorded as PIK, which was added to the principal balance of the long-term debt, was $0.2 million and $0.6 million, respectively.

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Redeemable Convertible Preferred Stock	12 Months Ended
	Dec. 31, 2021
Temporary Equity Disclosure [Abstract]
Redeemable Convertible Preferred Stock	Redeemable Convertible Preferred StockIn November and December 2020, Old SomaLogic issued and sold 17,842,914 shares and 13,643,059 shares, respectively, of redeemable convertible preferred stock at a price of $6.78 per share for an aggregate purchase price of $213.5 million. We incurred equity issuance costs of $11.4 million in connection with these offerings, which are reflected as a reduction to the carrying value of the redeemable convertible preferred stock. As of December 31, 2020, there were 50,000,000 shares of redeemable convertible preferred stock authorized, 31,485,973 shares of redeemable convertible preferred stock issued and outstanding and a liquidation preference of $213.5 million. Immediately prior to the Closing, the redeemable convertible preferred stock of Old SomaLogic were converted into shares of Class B common stock of Old SomaLogic on a two-for-one basis and then converted into the Company’s Common Stock at an Exchange Ratio of 0.8381. The aggregate 31,485,973 shares of redeemable preferred stock issued and sold are presented in the consolidated statements of stockholders’ equity as 52,776,787 shares of Common Stock as a result of the reverse recapitalization. Prior to the closing of the Business Combination, there were no significant changes to the terms of the redeemable convertible preferred stock as compared to December 31, 2020. There are no shares of redeemable convertible preferred stock authorized, issued or outstanding as of December 31, 2021.

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Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Common and Preferred Stock

On September 1, 2021, in connection with the Business Combination, the Company amended and restated its certificate of incorporation to authorize 600,000,000 shares of Common Stock, par value of $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share ("Preferred Stock").

Warrants

As of December 31, 2021, there were an aggregate of 5,519,991 and 5,013,333 outstanding Public Warrants and Private Placement Warrants, respectively. Each warrant entitles the holder to purchase one share of our Common Stock at a price of $11.50 per share at any time commencing on February 25, 2022. The Warrants will expire on September 1, 2026 or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants, so long as they are held by CMLS Holdings II LLC, a Delaware limited liability company (the “Sponsor”) or any of its permitted transferees, (i) will not be redeemable by the Company (except as described below in “Redemption of Warrants When the Price per Share of Common Stock Equals or Exceeds $10.00”), (ii) may be exercised by the holders on a cashless basis, and (iii) will be entitled to certain registration rights. If the Private Placement Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants.

Redemptions of warrants when the price per share of Common Stock equals or exceeds $18.00 - Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•in whole and not in part;

•at a price of $0.01 per warrant;

•upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders.

Redemptions of warrants when the price per share of Common Stock equals or exceeds $10.00 - Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•in whole and not in part;

•at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Common Stock (as defined below) except as otherwise described below;

•if, and only if, the closing price equals or exceeds $10.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•if the closing price of the Common Stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of our Common Stock shall mean the volume weighted average price of our Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Common Stock per warrant (subject to adjustment).

We will not redeem the Warrants as described above unless an effective registration statement under the Securities Act of 1933, as amended, covering our Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period. If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder will be entitled to exercise their warrants prior to the scheduled redemption date.The Company may not redeem the Private Warrants, so long as they continue to be held by the original purchasers or permitted transferees. However, if the Private Warrants are transferred and no longer held by the original holder (or permitted transferees), such Warrants will automatically convert into Public Warrants and become subject to the same redemption provisions. Such Warrants will cease to exist as Private Warrants.

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Stock-based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-based Compensation

We maintained three equity incentive plans – the 2009 Equity Incentive Plan (the “2009 Plan”), the 2017 Equity Incentive Plan (the “2017 Plan”), and the 2021 Equity Incentive Plan (the “2021 Plan”) under which incentive and nonstatutory stock options to purchase shares of Old SomaLogic’s common stock were granted to employees, directors, and non-employee consultants. The 2009 Plan was terminated during 2017 upon the adoption of the 2017 Plan, and no further awards were granted under the 2009 Plan thereafter. The outstanding options previously granted under the 2009 Plan continued to remain outstanding under the 2017 Plan.

In connection with the Business Combination, we assumed the 2017 Plan, including the 2009 Plan options outstanding under the 2017 Plan, upon Closing. We terminated the 2017 Plan, provided that the outstanding awards granted under the 2009 Plan and 2017 Plan continue to remain outstanding. Upon consummation of the Business Combination, all outstanding options were converted into an option to acquire an adjusted number of shares of Common Stock of SomaLogic at an adjusted exercise price per share based on the Exchange Ratio. Such options continue to be governed by substantially the same terms and conditions, including vesting, as were applicable to the original instrument.

In September 2021, our Board of Directors adopted, and our stockholders approved, a new incentive plan (the “2021 Plan”), under which the Company may grant cash and equity incentive awards in the form of stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based awards, and performance awards to employees, directors, and consultants of the Company. The 2021 Plan became effective upon the closing of the Business Combination. Under the 2021 Plan, as of December 31, 2021, we were authorized to issue a maximum of 21,300,000 shares of Common Stock. As of December 31, 2021, 2,944,448 awards have been granted under the 2021 Plan. As of December 31, 2021, we have reserved 38,496,936 shares of Common Stock for issuance under all incentive plans.

Stock-based compensation was recorded in the consolidated statements of operations and comprehensive loss as shown in the following table:

	Year Ended December 31,
(in thousands)	2021		2020
Cost of assay services revenue	$	633	$	413
Cost of product revenue	14		14
Research and development	10,958		4,173
Selling, general and administrative	16,810		10,572
Total stock-based compensation	$	28,415	$	15,172

Stock Options Awards

At December 31, 2021, there were 14,443,767 options outstanding within the 2009 Plan, the 2017 Plan, and the 2021 Plan and 5,259,078 options outstanding that were granted outside of the incentive plans. Generally, options vest over four years, with 25% vesting upon the first-year anniversary of the grant date and the remaining options vesting ratably each month thereafter.

The following table shows a summary of all stock option activity for the year ended December 31, 2021:

(in thousands, except share and per share data)	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2020	11,350,934	$	3.92
Granted	10,271,113	$	7.49
Exercised	(1,311,307)	$	3.05
Forfeited	(453,551)	$	4.54
Expired	(154,344)	$	2.26
Outstanding as of December 31, 2021	19,702,845	$	5.83	8.31	$	115,314
Exercisable as of December 31, 2021	7,554,433	$	3.88	6.77	$	58,655
Vested and expected to vest as of December 31, 2021	17,144,896	$	5.67	8.17	$	103,148

The assumptions used in valuing the stock options granted are set forth in the following table:

	Year Ended December 31,
	2021		2020
Expected dividend yield	—	%	—	%
Expected volatility	71.4 – 92.8%		83.5 – 92.0%
Risk-free interest rate	0.64 – 1.38%		0.32 – 0.54%
Expected weighted-average life of options	6.04 years		5.95 years

The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was approximately $4.7 million and $0.4 million, respectively.

The weighted-average grant date fair value for options granted during the years ended December 31, 2021 and 2020 was $4.78 and $1.69, respectively.

Based on options granted to employees as of December 31, 2021, total compensation expense not yet recognized related to unvested options is approximately $40.2 million, which is expected to be recognized over a weighted average period of 2.97 years.

In June 2021, the Company modified options held by directors that resigned from our Board of Directors to accelerate the vesting and/or extend contractual terms. In connection with these modifications, the Company recorded incremental stock-based compensation expense of $0.7 million during the year ended December 31, 2021.

Secondary Sale Transaction

On July 1, 2021, an employee of the Company sold shares of the Company’s common stock and vested options to acquire shares of our common stock at a sales price that was above the then-current fair value. Since the purchasing parties are holders of economic interest in the Company and acquired shares and options from a current employee at a price in excess of fair value of such shares and options, the amount paid in excess of the fair value at the time of the secondary sale was recognized as stock-based compensation expense.

Total stock-based compensation expense related to the secondary sale transaction of $6.5 million included in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 was recorded within research and development expenses.

Performance Awards

In July 2021, we entered into a consulting agreement (the “Consulting Milestone Agreement”) with a vendor, Abundant Venture Innovation Accelerator (“AVIA”), to provide services related to expanding our contractual relationships with health system providers. AVIA is a related party (see Note 16, Related Parties). The Consulting Milestone Agreement includes a fixed amount of compensation in our Common Stock for achievement of certain milestones related to our business. We

account for these awards as stock compensation liabilities with a performance condition, which are measured at fair value on the date of the grant and recognized over the expected performance period when it is probable the milestone will be achieved.

In August 2021, we issued 14,727 shares of Old SomaLogic Class B common stock related to this Consulting Milestone Agreement for milestones achieved. These shares are presented in the consolidated statements of stockholders’ equity as 12,342 shares of Common Stock as a result of the reverse recapitalization. In December 2021, we issued additional 53,120 shares of Common Stock related to the Consulting Milestone Agreement. We recognized approximately $0.8 million of stock-based compensation expense during the year ended December 31, 2021. As of December 31, 2021, the remaining commitment of $0.04 million is recorded in other long-term liabilities.

Service Provider Earn-Out Shares

Upon the consummation of the Business Combination, 1,499,875 Earn-Out Shares, subject to vesting and forfeiture conditions, were issued to Earn-Out Service Providers (the “Service Provider Earn-Outs”). As the issuance of the Service Provider Earn-Outs is contingent on services being provided, we have accounted for them in accordance with ASC 718, Compensation - Stock Compensation. As of December 31, 2021, 1,444,484 Service Provider Earn-Outs were outstanding after forfeitures. Upon forfeiture, the forfeited shares will be redistributed to the Old SomaLogic stockholders. The weighted average grant date fair value of the Service Provider Earn-Outs was $7.04 per share, and will be recognized as stock-based compensation expense on a straight-line basis over the derived service period of 1.2 years or shorter if the awards vest. The assumptions used in valuing the Service Provider Earn-Outs using the Monte Carlo simulation included volatility of 89.8%, risk-free interest rate of 0.10% to 0.11%, a stock price of $10.63 to $10.67, and a forfeiture rate of approximately 8.3%. The Company recorded $2.9 million in stock-based compensation expense related to the Service Provider Earn-Outs during the year ended December 31, 2021, and $6.7 million is expected to be recorded over the remaining estimated service period.

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Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The components of the Company’s provision for income taxes are as follows:

	Year Ended December 31,
(in thousands)	2021		2020
Current income tax expense (benefit)
Federal	$	17	$	3
State	21		20
	38		23
Deferred tax expense (benefit)
Federal	—		—
State	—		—
	—		—
Provision for income taxes	$	38	$	23

A reconciliation of the income tax benefit calculated at the federal statutory rate to the total income tax provision is as follows:

	Year Ended December 31,
(in thousands)	2021		2020
Income tax benefit at the federal statutory rate	$	(18,404)	$	(11,128)
State income taxes, net of federal income tax benefit	(3,008)		(3,003)
Nondeductible stock-based compensation	1,049		1,094
Expiration of net operating loss and research and development credits	3,244		1,056
Term loan amendment	—		19
Change in valuation allowance	15,092		14,446
Other permanent items	1,311		4
Research and development credits	(1,110)		(1,110)
Return to provision adjustments	855		(993)
Other, net	1,009		(362)
Provision for income taxes	$	38	$	23

The components of the deferred income tax assets and liabilities is as follows:

	December 31,
(in thousands)	2021		2020
Deferred income tax assets:
Net operating loss carryforwards	$	98,032	$	84,358
Research and development credits	11,264		10,590
Depreciation and amortization	598		539
Deferred revenue	1,344		1,389
Accrued expenses and non-deductible reserves	200		761
Compensation accruals	1,796		1,076
Stock-based compensation	11,952		8,731
Interest expense carryforward	6,628		3,242
Loan discount and issuance costs	—		2,333
Other	1,139		291
	132,953		113,310
Valuation allowance	(132,953)		(113,310)
Deferred income taxes, net of valuation allowance	—		—
Deferred income tax liabilities	—		—
Net deferred income tax assets (liabilities)	$	—	$	—

As of December 31, 2021, and 2020, a full valuation allowance of $133.0 million and $113.3 million was established against the Company’s deferred tax assets as the Company believes it is more likely than not these tax attributes would not be realizable in the future. The valuation allowance increased by $19.7 million for the year ended December 31, 2021.

The Company evaluates the need to establish a valuation allowance by considering all available positive and negative evidence, including expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. The Company establishes a valuation allowance to reduce deferred tax assets to the extent it is more likely than not that some, or all, of the deferred tax assets will not be realized. The Company determined it is more likely than not that all of its deferred tax assets would not be realized. The Company will continue to monitor its available positive and negative evidence in assessing the realization of its deferred tax assets in the future, and should there be a need to release the valuation allowance, a tax benefit will be recorded.

As of December 31, 2021, and 2020, the Company had federal net operating losses (“NOLs”) of $385.5 million and $328.6 million, respectively. Of the aggregate federal NOLs at December 31, 2021, $179.9 million can be carried forward indefinitely, and the remaining $205.5 million will begin to expire in 2022.

As of December 31, 2021, and 2020, the Company had state NOLs of $359.9 million and $340.3 million, respectively, which begin to expire in 2022.

As of December 31, 2021, and 2020, the Company had research and development credit carryforward of $12.5 million and $11.8 million, respectively, which begin to expire in 2022.

Our U.S. deferred tax assets are also subject to annual limitation under Section 382 of the Internal Revenue Code of 1986 due to stock ownership changes that have occurred, primarily as a result of the business combination completed on September 1, 2021. Based on an analysis completed during 2021, we have concluded that all of our historical U.S. deferred tax assets generated through December 31, 2020 are available to us for future use to offset taxable income. We may experience ownership changes in the future as a result of shifts in our stock ownership (some of which may be outside our control). Therefore, available U.S. deferred tax assets may be further limited in the event of another significant ownership change.

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions with varying statutes of limitations. As of December 31, 2021, the Company is not under examination in any jurisdiction and the tax years 2017 through 2020 remain open to examination in its federal and state jurisdictions. The Company believes no significant changes in the unrecognized tax benefits will occur within the next 12 months.

A reconciliation of the unrecognized tax benefits is as follows:

	December 31,
(in thousands)	2021		2020
Unrecognized tax benefit – beginning balance	$	1,176	$	1,071
Increase related to tax positions taken in the current year	111		111
Increase related to tax positions taken in the prior year	—		—
Decrease related to tax positions taken in the prior year	(36)		(6)
Unrecognized tax benefit – ending balance	$	1,251	$	1,176

The unrecognized tax benefits are classified as a reduction of deferred tax assets on the consolidated balance sheets. As of December 31, 2021, and 2020, there are $1.3 million and $1.2 million of unrecognized tax benefits that, if recognized, would favorably affect the Company’s effective tax rate, respectively.

The Company did not recognize any interests or penalties in all periods presented or accrue any interests or penalties as of December 31, 2021, and 2020.

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Employee Benefit Plans	12 Months Ended
	Dec. 31, 2021
Retirement Benefits [Abstract]
Defined Contribution Plan	Employee Benefit PlansThe Company sponsors a 401(k) plan, covering all employees in the United States. The Company matches 100% of the first 4% of employee contributions with immediate vesting. We made matching contributions of approximately $1.1 million and $0.8 million during the years ended December 31, 2021 and 2020, respectively.

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Related Parties	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Parties	Related PartiesThe Company paid $0.2 million and $0.1 million of an unconditional contribution to a related party during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the remaining pledge of $0.4 million is recorded in accrued liabilities and is expected to be paid out within the next 12 months.In June 2019, we entered into a consulting agreement (the “Master Agreement”) with AVIA, a company that engages in business incubation activities. AVIA is a related party to the Company because Ted Meisel, a member of our Board of Directors as of September 1, 2021, also serves on the board of directors of AVIA. Pursuant to the Master Agreement and the Consulting Milestone Agreement, the Company agreed to pay AVIA for business development activities. For the year ended December 31, 2021, the Company paid $0.9 million for these consulting services in addition to issuing Common Stock for an aggregate fair value of approximately $0.8 million for milestones achieved (see Note 13, Stock-based Compensation). As of December 31, 2021, the remaining commitment of $0.04 million is recorded in other long-term liabilities.

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Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data):

	Year Ended December 31,
(in thousands, except share and per share data)	2021		2020
Net loss	$	(87,547)	$	(53,015)
Weighted-average shares outstanding, basic and diluted	137,157,283		65,161,358
Net loss per share, basic and diluted	$	(0.64)	$	(0.81)

During periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equal to basic weighted average shares outstanding because the effect of all awards is anti-dilutive. The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:

	Year Ended December 31,
	2021	2020
Anti-dilutive shares:
Stock options to purchase common stock	19,702,845	11,350,934
Public Warrants and Private Placement Warrants	10,533,324	—
Convertible debt (on an if-converted basis)	—	450,591
Total anti-dilutive shares	30,236,169	11,801,525

The calculation of diluted net loss per share does not consider the effect of contingently issuable shares that are contingent on the occurrence of a future event that has not yet occurred. As of December 31, 2021, the contingency for the Earn-Out Shares had not been met and therefore the Earn-Out Shares were not considered in the computation of diluted net loss per share.

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Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsIn February 2022 we entered into two lease agreements for commercial buildings to be constructed in Louisville, Colorado. See Note 9, Commitments and Contingencies.Pursuant to an agreement entered into with Illumina Cambridge, Ltd. (“Illumina”) on December 31, 2021 to develop next-generation sequencing based proteomic distributable kits with SomaScan Technology and SOMAmer reagents for commercialization, we received a non-refundable, non-creditable payment of $30 million from Illumina on January 4, 2022. No activities were performed under this agreement during the fiscal year 2021.

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Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited)

12 Months Ended

Dec. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited)

Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited)

In connection with our year-end financial close process and related preparation of our 2021 Annual Report on Form 10-K, a misstatement of net loss per share was identified in our previously filed 2021 unaudited interim financial statements for the quarter and year-to-date periods ended September 30, 2021. We assessed the materiality of this error in accordance with the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 99, Materiality, and have concluded that our interim financial information as filed in the Quarterly Report on Form 10-Q for the quarter and year-to-date period ended September 30, 2021 should be restated. The misstatement related to the calculation of the weighted average shares outstanding. The weighted average shares outstanding was inconsistent with the presentation of outstanding common stock in the consolidated balance sheets and statements of stockholders’ equity, which reflected the recapitalization of common stock based on the Exchange Ratio retrospectively to the earliest period presented . There was no impact to our condensed consolidated balance sheets, condensed consolidated statements of stockholders' equity (deficit), condensed consolidated statements of cash flows and the condensed consolidated statements of operations and comprehensive loss, the only exception being net loss per share and weighted average shares outstanding.

The effects of this error on our previously reported 2021 condensed consolidated statements of operations and comprehensive loss on a quarter-to-date and year-to-date basis are as follows:

	Three Months Ended September 30, 2021
(in thousands, except share and per share amounts)	Originally Reported		Adjustment		As Restated
Revenue
Assay services revenue	$	17,499	$	—	$	17,499
Product revenue	75		—		75
Collaboration revenue	763		—		763
Other revenue	1,655		—		1,655
Total revenue	19,992		—		19,992
Operating expenses
Cost of assay services revenue	8,737		—		8,737
Cost of product revenue	33		—		33
Research and development	15,596		—		15,596
Selling, general and administrative	20,632		—		20,632
Total operating expenses	44,998		—		44,998
Loss from operations	(25,006)		—		(25,006)
Other (expense) income
Interest income and other, net	55		—		55
Interest expense	(2)		—		(2)
Change in fair value of warrant liabilities	(8,111)		—		(8,111)
Change in fair value of earn-out liability	(5,662)		—		(5,662)
Loss on extinguishment of debt, net	(2,693)		—		(2,693)
Total other expense	(16,413)		—		(16,413)
Net loss	$	(41,419)	$	—	$	(41,419)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(15)		—		(15)
Foreign currency translation loss	(4)		—		(4)
Total other comprehensive loss	(19)		—		(19)
Comprehensive loss	$	(41,438)	$	—	$	(41,438)
Net loss per share, basic and diluted	$	(0.55)	$	0.25	$	(0.30)
Weighted average shares used in computing net loss per share, basic and diluted	75,684,521		61,491,707		137,176,228

	Nine Months Ended September 30, 2021
(in thousands, except share and per share amounts)	Originally Reported		Adjustment		As Restated
Revenue
Assay services revenue	$	48,308	$	—	$	48,308
Product revenue	730		—		730
Collaboration revenue	2,288		—		2,288
Other revenue	7,306		—		7,306
Total revenue	58,632		—		58,632
Operating expenses
Cost of assay services revenue	22,548		—		22,548
Cost of product revenue	452		—		452
Research and development	32,304		—		32,304
Selling, general and administrative	48,274		—		48,274
Total operating expenses	103,578		—		103,578
Loss from operations	(44,946)		—		(44,946)
Other (expense) income
Interest income and other, net	126		—		126
Interest expense	(1,324)		—		(1,324)
Change in fair value of warrant liabilities	(8,111)		—		(8,111)
Change in fair value of earn-out liability	(5,662)		—		(5,662)
Loss on extinguishment of debt, net	(4,323)		—		(4,323)
Total other expense	(19,294)		—		(19,294)
Net loss	$	(64,240)	$	—	$	(64,240)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(7)		—		(7)
Foreign currency translation loss	(3)		—		(3)
Total other comprehensive loss	(10)		—		(10)
Comprehensive loss	$	(64,250)	$	—	$	(64,250)
Net loss per share, basic and diluted	$	(1.01)	$	0.48	$	(0.53)
Weighted average shares used in computing net loss per share, basic and diluted	63,752,006		58,516,437		122,268,443

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The consolidated financial statements and accompanying notes include the accounts of SomaLogic and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for financial information. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).

Basis for Financial Balances After the Business Combination

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, CMLS II is treated as the “acquired” company for financial reporting purposes and Old SomaLogic is treated as the accounting acquirer. This determination was primarily based on the following:

•the Old SomaLogic stockholders hold the majority of voting rights in the Company;

•Old SomaLogic had the right to designate a majority of members of the board of directors of the Company immediately after giving effect to the Business Combination;

•the senior management of Old SomaLogic comprises the senior management of the Company; and

•the operations of Old SomaLogic comprise the ongoing operations of the Company.

Accordingly, for accounting purposes, our financial statements represent a continuation of the financial statements of Old SomaLogic with the Business Combination being treated as the equivalent of Old SomaLogic issuing stock for the net assets of the CMLS II, accompanied by a recapitalization. The net assets of Old SomaLogic are stated at historical cost, with no goodwill or other intangible assets recorded.

In connection with the Business Combination each share of Old SomaLogic Class B common stock (including shares of Old SomaLogic Class B common stock resulting from the deemed conversion of Old SomaLogic redeemable convertible preferred stock) converted into the right to receive 0.8381 shares (the "Exchange Ratio”) of our Class A common stock, par value $0.0001, (“Common Stock”). The recapitalization of the number of shares of our Common Stock is reflected retrospectively to the earliest period presented, based upon the Exchange Ratio, and is utilized for calculating net loss per share in all prior periods presented.

Certain reclassifications have been made to prior period amounts to conform to the current presentation.

Correction of Error in Previously Reported 2021 Interim Consolidated Financial Statements

In connection with our year-end financial close process and related preparation of our 2021 Annual Report on Form 10-K, a misstatement of net loss per share was identified in our previously filed 2021 unaudited interim consolidated financial statements for the quarter and year-to date periods ended September 30, 2021 related to the calculation of the weighted average shares outstanding used as the denominator to calculate net loss per share in the condensed consolidated statements of operations and comprehensive loss. The weighted average shares outstanding was inconsistent with the presentation of outstanding common stock in the consolidated balance sheets and statements of stockholders’ equity, which reflected the recapitalization of common stock based on the Exchange Ratio retrospectively to the earliest period presented. For further information, see Note 19, Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited).

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, revenue recognition, inventory valuation, compound derivative liability valuation, the valuation of stock-based compensation awards, warrant liabilities valuations, and earn-out liability valuations. We base our estimates on current facts, historical and anticipated results, trends, and other relevant assumptions that we believe are reasonable under the circumstances. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations.

Concentration of Credit Risk and Other Risks and Uncertainties

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments, and accounts receivable. Our cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits.

Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balances for the periods and as of each balance sheet date presented.

Foreign Currency Translation

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiary is the British pound sterling. In preparing its consolidated financial statements, the Company is required to translate the financial statements of this subsidiary from British pounds sterling to U.S. dollars. Accordingly, the assets and liabilities of the Company’s subsidiary are translated into U.S. dollars at current exchange rates and the results of operations are translated at the average exchange rates for the period. Since the Company’s functional currency is deemed to be the local currency, any gain or loss associated with the translation of its consolidated financial statements is included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss. Net foreign currency transaction gains (losses) were not significant for the years ended December 31, 2021 and 2020.

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents

Cash and cash equivalents consist of cash deposits and short-term, highly liquid investments that are readily convertible into cash, with original maturities of three months or less. Cash equivalents consist primarily of amounts invested in money market funds and commercial paper and are stated at fair value.

Restricted Cash

Restricted cash represents cash on deposit with a financial institution as security for a letter of credit outstanding for the benefit of the landlord related to an operating lease for one of the Company’s laboratory facilities. The restricted cash is classified as a long-term asset on the consolidated balance sheets based on the term of the underlying lease.

Investments

Investments

The Company has designated all investments, which consist of U.S. Treasury securities, asset-backed securities, commercial paper, and corporate bonds, as available-for-sale securities. Available-for-sale securities are reported at fair value on the consolidated balance sheets, with unrealized gains and losses excluded from earnings and reported as a component of other comprehensive (loss) income. Realized gains and losses, amortization of premiums and discounts, and interest and dividends earned on available-for-sale securities are included in interest income and other in the consolidated statements of operations and comprehensive loss. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. The Company determines the appropriate classification of its debt securities at the time of purchase based on their maturities and re-evaluates such classification at each balance sheet date.

A decline in the fair value of a security below its cost that is deemed to be other-than-temporary is recorded as interest income and other, net and results in the establishment of a new basis for the security. Factors evaluated to determine if an investment is other-than-temporarily impaired include significant deterioration in earnings performance, credit rating, asset quality or business prospects of the issuer; adverse changes in the general market conditions in which the issuer operates; the Company’s intent to sell the security, and whether or not the Company will be required to sell the security before the recovery of its amortized cost.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or the exit price, in the principal or most advantageous market for that asset or liability to be transferred in an orderly transaction between market participants on the measurement date. ASC 820, Fair Value Measurements, establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The hierarchy defines three levels of inputs that may be used to measure fair value:

•Level 1 — Quoted prices in active markets for identical assets or liabilities;

•Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments consist of Level 1, Level 2, and Level 3 assets and liabilities. The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities, approximate fair value due to their relatively short-term maturities.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable are stated at the amount management expects to collect from customers based on their outstanding invoices. We review accounts receivable regularly to determine if any receivable may not be collectible. Management estimates the amount of the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value by analyzing the status of significant past due receivables and current and historical bad debt trends. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and ceases collection efforts.

Inventory

Inventory

Inventory is stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Cost is determined using a standard cost system, whereby the standard costs are updated periodically to reflect current costs. The Company estimates the recoverability of inventory by referencing estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected usage, no longer meets quality specifications, or has a cost basis in excess of its estimated net realizable value and records a charge to cost of revenue for such inventory as appropriate. The value of inventory that is not expected to be used within 12 months of the balance sheet date is classified as non-current inventory in the accompanying consolidated balance sheets.

Property and Equipment

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation and amortization. Additions and improvements that extend the lives of the assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation for property and equipment is recorded on a straight-line basis over the estimated useful lives of the assets, which we estimate to be: lab equipment, 1 to 5 years; computer equipment, 3 years; furniture and fixtures, 4 years; and software, the shorter of 5 years or its useful life. Leasehold improvements are amortized over the shorter of the life of the lease term or the estimated useful life of the assets.

The Company capitalizes certain internal and external costs related to the acquisition and development of internal use software during the application development stages of projects. When the software is ready for its intended use, the

Company amortizes these costs using the straight-line method over the estimated useful life of the asset. Costs incurred during the preliminary project or the post-implementation/operation stages of the project are expensed as incurred.

Costs for capital assets not yet placed into service are capitalized as construction in progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations.

Impairment of Long-Lived Assets

Impairment of Long-Lived AssetsThe Company evaluates a long-lived asset (or asset group) for impairment whenever events or changes in circumstances indicate that the carrying value of the asset (or asset group) may not be recoverable. If indicators of impairment exist and the undiscounted future cash flows that the asset is expected to generate are less than the carrying value of the asset, an impairment loss is recorded to write down the asset to its estimated fair value based on a discounted cash flow approach.

Leases

Leases

Leases are reviewed and classified as capital or operating at their inception in accordance with ASC 840, Leases. The Company enters into lease agreements for its administrative and laboratory facilities, which are classified as operating leases. The Company records rent expense on a straight-line basis over the term of the lease, which includes the lease extension periods, if appropriate. The difference between rent payments and straight-line rent expense is recorded as deferred rent in current or other long-term liabilities, as appropriate. Lease agreements may include tenant improvement allowances from landlords. The Company recognizes these allowances as leasehold incentive obligations in deferred rent and amortizes them on a straight-line basis over the lease term as a reduction to rent expense. Leasehold improvements are capitalized and included in property and equipment on the consolidated balance sheets.

Warrant Liabilities

We classify the Warrants as liabilities on our consolidated balance sheets as these instruments are precluded from being indexed to our own stock given that the terms allow for a settlement adjustment that does not meet the scope for the fixed-for-fixed exception in ASC 815, Derivatives and Hedging (“ASC 815”). Since the Warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as long-term liabilities at fair value on the date of the Business Combination, with subsequent changes in their respective fair values recognized within change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss at each reporting date.

Earn-Out Liability

Earn-Out LiabilityAs a result of the Business Combination, the Company recognized Earn-Out Shares (defined below) contingently issuable to former stockholders of Old SomaLogic as a liability in accordance with ASC 815. The liability was included as part of the consideration transferred in the Business Combination and was recorded at fair value. The earn-out liability is remeasured at the end of each reporting period, with subsequent changes in fair value recognized within change in fair value of earn-out liability in the consolidated statements of operations and comprehensive loss.

Revenue Recognition, Assay Services Revenue and Product Revenue

Revenue Recognition

The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 provides a five-step model for recognizing revenue that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

The Company recognizes revenue when or as control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue and products are sold without the right of return.

Payment terms may vary by customer, are based on customary commercial terms, and are generally less than one year. The Company does not adjust revenue for the effects of a significant financing component for contracts where the

period between the transfer of the good or service and collection is one year or less. The Company expenses incremental costs to obtain a contract when incurred since the amortization period of the asset that would otherwise be recognized is one year or less.

Assay Services Revenue

The Company generates assay services revenue primarily from the sale of SomaScan® services. SomaScan® service revenue is derived from performing the SomaScan® assay on customer samples to generate data on protein biomarkers. Revenue from SomaScan® services is recognized at the time the analysis data or report is delivered to the customer, which is when control has been transferred to the customer. SomaScan® services are sold at a fixed price per sample without any volume discounts, rebates, or refunds.

The delivery of each assay data report is a separate performance obligation. For arrangements with multiple performance obligations, the transaction price must be allocated to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation as there are few directly comparable products in the market and factors such as customer size are factored into the determination of selling price. We determine standalone selling prices based on amounts invoiced to customers in observable transactions.

Product Revenue

Product revenue primarily consists of kit sales to customers who assay samples in their own laboratories. The Company receives a fixed price per kit and revenue from product sales is recognized upon transfer of control to the customer. The principal terms of sale are freight on board (“FOB”) shipping point and as such, the Company transfers control and records revenue for product sales upon shipment. Shipping and handling costs billed to customers are included in product revenue in the consolidated statements of operations and comprehensive loss.

Revenue Recognition, Collaboration Revenue

Collaboration Revenue

In July 2011, NEC Corporation (“NEC”) and the Company entered into a Strategic Alliance Agreement (the “SAA”) to develop a professional software tool to enable SomaScan® customers to easily access and interpret the highly multiplexed proteomic data generated by SomaLogic’s SomaScan® assay technology in the United States. To support this development, NEC made an upfront payment of $12.0 million and SomaLogic agreed to pay NEC a perpetual royalty on certain SomaScan® revenues. This agreement includes a clause whereby if there is a material breach of the contract or change in control of the Company, the Company may be required to pay a fee to terminate the agreement.

The Company determined that the SAA met the criteria set forth in ASC 808, Collaborative Arrangements, (“ASC 808”) because both parties were active participants and were exposed to significant risks and rewards dependent on commercial failure or success. The Company recorded the upfront payment as deferred revenue to be recognized over the period of performance of 15 years. The revenue was recorded in collaboration revenue in the consolidated statements of operations and comprehensive loss.

In March 2020, NEC and the Company mutually terminated the SAA and concurrently the Company and NEC Solution Innovators, Ltd. (“NES”), a wholly owned subsidiary of NEC, entered into a new arrangement, the JDCA, to develop and commercialize SomaScan® services in Japan, as described in the section entitled “Collaboration Agreements” above. NES agreed to make annual payments of $2 million for five years, for a total of $10.0 million, in exchange for research and development activities, as described below. The Company determined the JDCA should be accounted for as a modification of the SAA. Therefore, the remaining SAA deferred revenue balance as of the date of the modification was included as consideration under the JDCA resulting in total consideration of $15.3 million for research and development activities. We determined that this arrangement also meets the criteria set forth in ASC 808. The JDCA contains three separate performance obligations: (i) research and development activities, (ii) assay services, and (iii) a 10-year exclusive license of the Company’s intellectual property.

(i) Research and Development Activities

The Company determined that NES is not a customer with respect to the research and development activities associated with the collaboration arrangement under ASC 808. The Company’s efforts related to the research and development activities are incurred consistently throughout the performance period. As a result, the Company recognizes revenue from these activities over time on a straight-line basis and records revenue in collaboration revenue in the consolidated statements of operations and comprehensive loss.

(ii) Assay Services

The Company determined that NES is a customer for the assay services performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives a fixed fee (standalone selling price) per sample in

exchange for assaying samples, which is a service performed for other customers in the ordinary course of business. This performance obligation is recognized at a point in time when the assay data report is delivered to the customer and recorded in assay services revenue in the consolidated statements of operations and comprehensive loss.

(iii) License of Intellectual Property

The Company determined that NES is a customer for the license performance obligation, which should be accounted for using the criteria under ASC 606. The Company receives royalties based on NES’ net sales and determined the allocation of royalties solely to this performance obligation is consistent with the objectives in ASC 606. This performance obligation was satisfied at the beginning of the license term. Subject to the sales and usage-based royalty exception, revenue is recognized in the period in which the subsequent sale or usage has occurred. Royalties are recorded in other revenue in the consolidated statements of operations and comprehensive loss.

Revenue Recognition, Other Revenue

Other Revenue

Other revenue includes royalty revenue and revenue received from research grants. The Company recognizes royalty revenue for fees paid by customers in return for the exclusive license to make, use or sell certain licensed products in certain geographic areas. These fees are equivalent to a percentage of the customer’s related revenues. The Company recognizes revenue for sales-based or usage-based royalties promised in exchange for a license of intellectual property when the later of the following events occurs: (i) the subsequent sale or usage occurs, or (ii) the performance obligation to which some or all of the sales-based or usage-based royalty has been satisfied. As such, revenue is recognized in the period in which the subsequent sale or usage has occurred.

Grant revenue represents funding under cost reimbursement programs from government agencies and non-profit foundations for qualified research and development activities performed by the Company. The Company recognizes grant revenue when it is reasonably assured that the grant funding will be received as evidenced through the existence of a grant arrangement, amounts eligible for reimbursement are determinable and have been incurred, the applicable conditions under the grant arrangements have been met, and collectability of amounts due is reasonably assured. The classification of costs incurred related to grants is based on the nature of the activities performed by the Company. Grant revenue is recognized when the related costs are incurred and recorded in other revenue in the consolidated statements of operations and comprehensive loss.

Cost of Assay Services Revenue

Cost of assay services revenue consists of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to assay services revenue. It also includes provisions for excess or obsolete inventory and costs for production variances, such as yield losses, material usages, spending and capacity variances. Cost of assay services revenue also includes royalty fees that the Company owes to third parties related to assay services.

Cost of Product Revenue

Cost of product revenue consists primarily of raw materials and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations and comprehensive loss. Cost of product revenue also includes royalty fees that the Company owes to third parties related to the sale of products.

Research and Development

Research and Development

Research and development expenses, consisting primarily of salaries and benefits, laboratory supplies, clinical study costs, consulting fees and related costs, are expensed as incurred.

Selling, General and Administrative

Selling, General and Administrative

Selling expenses consist primarily of personnel and marketing related costs and are expensed as the related costs are incurred. Advertising costs totaled approximately $0.7 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively.

General and administrative expenses consist primarily of personnel costs for the Company’s finance, human resources, business development and general management, as well as professional services, such as legal and accounting services. General and administrative expenses are expensed as incurred.

Income Taxes

Income Taxes

The provision for income taxes is included in interest income and other, net in the consolidated statements of operations and comprehensive loss.

Deferred income tax assets and liabilities are recognized for tax consequences in future years attributable to differences between the tax bases of assets and liabilities and their respective financial reporting amounts, based on enacted tax laws and statutory tax rates applicable to the periods in which these temporary differences are expected to reverse. The Company evaluates the need to establish or release a valuation allowance based upon expected levels of taxable income, future reversals of existing temporary differences, tax planning strategies, and recent financial operations. Valuation allowances are established to reduce deferred tax assets to the amount expected to be more likely than not realized in the future.

The effect of income tax positions is recognized only when it is more likely than not to be sustained. Interest and penalties associated with uncertain tax positions are recorded in interest income and other, net in the consolidated statements of operations and comprehensive loss.

We made an accounting policy election to treat the tax effects of the global intangible low-taxed income as a component of interest income and other, net in the period incurred.

Stock-Based Compensation

Stock-Based Compensation

The Company incurs stock-based compensation expense related to its stock options, and we recognize stock-based employee compensation, net of an estimated forfeiture rate, over the employee’s requisite service period, which is generally the vesting period, on a straight-line basis.

The Company utilizes the Black-Scholes valuation model for estimating the fair value of stock options granted. The fair value of each option is estimated on the date of grant.

Set forth below are the assumptions used in valuing the stock options granted and a discussion of the Company’s methodology for developing each of the assumptions used:

•Expected dividend yield — The Company did not pay regular dividends on its common stock and does not anticipate paying any dividends in the foreseeable future. Therefore, the Company used an expected dividend yield of zero in the option valuation model.

•Expected volatility — Volatility is a measure of the amount by which a financial variable, such as share price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company analyzes the volatility used by similar public companies at a similar stage of development to estimate expected volatility. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty.

•Risk-free interest rate — We use a range of United States Treasury rates with a term that most closely resembles the expected life of the option as of the date of which the option was granted.

•Expected average life of options — The expected life assumption is the expected time to exercise. The Company uses a simplified method to develop this assumption, which uses the average of the vesting period and the contractual terms.

Fair Value of Common Stock

The grant date fair value of the shares of common stock underlying stock options had historically been determined by the Company’s Board of Directors with assistance of third-party valuation specialists prior to the Business Combination. Because there was no public market for the Company’s common stock, the Board of Directors exercised reasonable judgment and considered a number of objective and subjective factors, combined with management’s judgments, to determine the best estimate of the fair value, which include financial condition and actual operating results; the progress of the Company’s research and development efforts; its stage of development; business strategy; the rights, preferences and privileges of the Company’s redeemable convertible preferred stock relative to those of the Company’s common stock; the prices at which the Company sold shares of its redeemable convertible preferred stock; equity market conditions of comparable public companies; general U.S. market conditions; and the lack of marketability of our common stock. Following the Business Combination, the grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the date of the grant.

Comprehensive Loss

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that are recorded as an element of stockholders’ equity but excluded from net loss. Our other comprehensive loss consists of foreign currency translation adjustments and net unrealized gain or losses on investments in available-for-sale securities.

Net Loss Per Share

Net Loss Per ShareBasic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the period. Diluted net loss per share is similarly computed, except that the denominator includes the effect of contingently issuable shares, warrants, and stock options, using the treasury stock method, if including such potential shares of common stock is dilutive.

Segment Information

Segment Information

The Company has one operating segment. The Company’s chief operating decision maker (the “CODM”) role is performed by the Company’s Chief Executive Officer. The CODM manages the Company’s operations on a consolidated basis for purposes of allocating resources and assessing performance. Substantially all of the Company’s operations and decision-making functions are located in the United States.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies so long as we remain an emerging growth company.

Accounting Standards Not Yet Adopted

Leases. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. In June 2020, the FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which extended the effective date of ASU 2016-02 for non-public business entities. The amended standard is effective for the Company on January 1, 2022.

The Company will adopt ASU 2016-02, as amended, using a modified retrospective approach as permitted under ASU 2018-11, which allows the Company to apply the legacy lease guidance and disclosure requirements in the comparative periods presented prior to the year of adoption. No cumulative-effect adjustment to retained earnings is expected to be recognized upon adoption of ASU 2016-02.

As part of the adoption, the Company will elect the short-term lease recognition policy election for all leases with a term of 12 months or less, and as such, no right-of-use assets or lease liabilities will be recorded on the balance sheet for these leases. The Company also expects to elect the following practical expedients:

•the package of transition practical expedients, permitting the Company to not reassess its prior conclusions about lease identification, lease classification and initial direct costs; and

•the practical expedient to not separate lease and non-lease components.

We are finalizing our implementation of ASU 2016-02, but expect the adoption will result in increases to long-term assets, current liabilities and long-term liabilities on its consolidated balance sheets, related to the recognition of right-of-use assets and lease liabilities, and will require additional disclosures of key information related to its leases in the footnotes to the consolidated financial statements. As part of our implementation procedures, we have identified long-term leases for certain asset classes, including corporate office space. As of December 31, 2021, the Company’s undiscounted obligations for operating leases in the Company’s future minimum lease table totaled approximately $5.5 million (see Note 9, Commitments and Contingencies, for additional information).

Income Taxes. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles of ASC 740 as part of an overall simplification initiative. ASU 2019-12 is effective for the Company on January 1, 2022. The Company is currently evaluating the impact this standard, however, the Company does not believe the adoption of ASU 2019-12 will have a material impact on its consolidated financial statements and related disclosures.

Financial Instruments — Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which sets forth a “current expected credit loss” (CECL) model that requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In November 2019, the FASB issued ASU 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which extends the effective date of ASU 2016-13 for non-public business entities. ASU 2016-13, as amended, is effective for the Company on January 1, 2023, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements and related disclosures.

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Concentration of Risk

For each significant customer, revenue as

a percentage of total revenues and gross accounts receivable as a percentage of total gross accounts receivable as of the periods presented were as follows:

	Accounts Receivable		Revenue
	December 31,		Year Ended December 31,
	2021	2020	2021		2020
Customer A	10%	26%	21	%	30	%
Customer B	*	11%	13	%	26	%
Customer C	20%	25%	10	%	*
Customer D	26%	16%	*		*

*less than 10%

Schedule of Accounts Receivable

Accounts receivable consisted of the following:

	December 31,
(in thousands)	2021		2020
Accounts receivable	$	17,146	$	17,529
Less: allowance for doubtful accounts	(72)		(80)
Accounts receivable, net	$	17,074	$	17,449

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Business Combination (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule Of Reverse Recapitalization

The following table details the number of shares of Common Stock issued immediately following the consummation of the Business Combination:

	Shares
CMLS II Class A common stock, outstanding prior to Business Combination	27,600,000
Less: CMLS II Redemption shares	(809,850)
Class A common stock of CMLS II, net of redemptions	26,790,150
Conversion of CMLS II Founder Shares for Common Stock	6,900,000
Shares issued pursuant to PIPE Investment	36,500,000
Conversion of Old SomaLogic shares for Common Stock (1)	110,973,213
Total shares of SomaLogic Common Stock, immediately after Business Combination	181,163,363

(1) The number of Old SomaLogic shares was determined as the 75,404,883 shares of Old SomaLogic Class B common stock and 31,485,973 shares of Old SomaLogic redeemable convertible preferred stock (assuming deemed conversion to Old SomaLogic Class B common stock) outstanding immediately prior to the closing of the Business Combination multiplied by the Exchange Ratio of 0.8381.

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Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Summary of Disaggregation of Revenue

The following table provides information about disaggregated revenue by product line:

	Year Ended December 31,
(in thousands)	2021		2020
Assay services revenue	$	68,038	$	45,827
Product revenue	1,277		1,907
Collaboration revenue	3,051		2,483
Other revenue:
Royalties	8,515		5,261
Other	745		411
Total other revenue	9,260		5,672
Total revenue	$	81,626	$	55,889

Summary of Change in Contract Liabilities

A summary of the change in contract liabilities is as follows:

	December 31,
(in thousands)	2021		2020
Balance at beginning of period	$	5,177	$	5,469
Recognition of revenue included in balance at beginning of period	(1,762)		(1,003)
Revenue deferred during the period, net of revenue recognized	1,970		711
Balance at end of period	$	5,385	$	5,177

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Assets Measured on Recurring Basis

The following tables set forth our financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements:

As of December 31, 2021 (in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Aggregate Fair Value		Fair Value Level
Cash and cash equivalents:
Cash	$	114,533	$	—	$	—	$	114,533	Level 1
Money market funds	324,955		—		—		324,955		Level 1
Total cash and cash equivalents	439,488		—		—		439,488
Investments:
Commercial paper	177,852		16		(57)		177,811		Level 2
U.S. Treasuries	12,021		—		(9)		12,012		Level 2
Asset-backed securities	12,084		—		(8)		12,076		Level 2
Corporate bonds	16,332		—		(13)		16,319		Level 2
Total investments	218,289		16		(87)		218,218
Total assets measured at fair value on a recurring basis	$	657,777	$	16	$	(87)	$	657,706

As of December 31, 2020 (in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Aggregate Fair Value		Fair Value Level
Cash and cash equivalents:
Cash	$	138,977	$	—	$	—	$	138,977	Level 1
Money market funds	23,568		—		—		23,568		Level 1
Commercial paper	2,399		—		—		2,399		Level 2
Total cash and cash equivalents	164,944		—		—		164,944
Investments:
Commercial paper	33,863		2		(2)		33,863		Level 2
Corporate bonds	6,093		—		(2)		6,091		Level 2
Total investments	39,956		2		(4)		39,954
Total assets measured at fair value on a recurring basis	$	204,900	$	2	$	(4)	$	204,898

Schedule of Fair Value of Liabilities Measured on Recurring Basis

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

(in thousands)	December 31, 2021		December 31, 2020		Fair Value Level
Liabilities:
Warrant liability - Public Warrants	$	18,437	$	—	Level 1
Warrant liability - Private Placement Warrants	16,744		—		Level 2
Earn-out liability	26,885		—		Level 3
Compound derivative liability	—		425		Level 3
Total liabilities measured at fair value on a recurring basis	$	62,066	$	425

Schedule of Fair Value Measurement Inputs and Valuation Techniques

The significant unobservable inputs used in the Monte Carlo simulation to measure the Earn-Out Shares that are categorized within Level 3 of the fair value hierarchy as of December 31, 2021 are as follows:

	December 31, 2021
Stock price on valuation date	$	11.64
Volatility	85.60		%
Risk-free rate	0.34		%
Dividend yield	—		%

Schedule Fair Value of Liabilities, Unobservable Input Reconciliation

The change in the fair value of the earn-out liability for the year ended December 31, 2021 is summarized as follows:

(in thousands)	Fair Value
Fair value of earn-out liability at Closing	$	25,016
Change in fair value of earn-out liability	1,869
Balance as of December 31, 2021	$	26,885

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Inventory (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Current Inventory

Inventory was comprised of the following:

	December 31,
(in thousands)	2021		2020
Raw materials	$	15,205	$	12,883
Finished goods	93		161
Total inventory	$	15,298	$	13,044
Inventory (current)	$	11,213	$	7,020
Non-current inventory	$	4,085	$	6,024

Schedule of Noncurrent Inventory

Inventory was comprised of the following:

	December 31,
(in thousands)	2021		2020
Raw materials	$	15,205	$	12,883
Finished goods	93		161
Total inventory	$	15,298	$	13,044
Inventory (current)	$	11,213	$	7,020
Non-current inventory	$	4,085	$	6,024

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment was comprised of the following:

	December 31,
(in thousands)	2021		2020
Lab equipment	$	10,504	$	9,865
Computer equipment	1,416		1,402
Furniture and fixtures	951		947
Software	4,866		2,657
Leasehold improvements	2,275		3,539
Construction in progress	4,789		81
Total property and equipment, at cost	24,801		18,491
Less: Accumulated depreciation and amortization	(15,244)		(14,578)
Property and equipment, net	$	9,557	$	3,913

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Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Summary of Accrued Liabilities

Accrued liabilities consisted of the following:

	December 31,
(in thousands)	2021		2020
Accrued compensation	$	9,832	$	5,378
Accrued charitable contributions	400		400
Accrued medical claims	398		307
Other	479		225
Total accrued liabilities	$	11,109	$	6,310

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Commitment and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

As of December 31, 2021, we have future commitments resulting from these operating lease arrangements totaling $5.5 million, which consisted of the following:

(in thousands)	December 31, 2021
2022	$	1,850
2023	1,905
2024	810
2025	834
2026	143
Total future minimum lease payments	$	5,542

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Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt

Debt consisted of the following:

	December 31,
(in thousands)	2021		2020
Paycheck Protection Program loan	$	—	$	3,520
Amended and Restated Credit Agreement	—		33,087
Plus: Premium	—		708
Less: Unamortized debt issuance costs	—		(2,566)
Total long-term debt	$	—	$	34,749
Current portion of long-term debt	$	—	$	2,423
Long-term debt, net of current portion	$	—	$	32,326

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Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation

Stock-based compensation was recorded in the consolidated statements of operations and comprehensive loss as shown in the following table:

	Year Ended December 31,
(in thousands)	2021		2020
Cost of assay services revenue	$	633	$	413
Cost of product revenue	14		14
Research and development	10,958		4,173
Selling, general and administrative	16,810		10,572
Total stock-based compensation	$	28,415	$	15,172

Summary of Stock Option Activity

The following table shows a summary of all stock option activity for the year ended December 31, 2021:

(in thousands, except share and per share data)	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2020	11,350,934	$	3.92
Granted	10,271,113	$	7.49
Exercised	(1,311,307)	$	3.05
Forfeited	(453,551)	$	4.54
Expired	(154,344)	$	2.26
Outstanding as of December 31, 2021	19,702,845	$	5.83	8.31	$	115,314
Exercisable as of December 31, 2021	7,554,433	$	3.88	6.77	$	58,655
Vested and expected to vest as of December 31, 2021	17,144,896	$	5.67	8.17	$	103,148

Schedule of Assumptions Used for Valuing Stock Options Granted

The assumptions used in valuing the stock options granted are set forth in the following table:

	Year Ended December 31,
	2021		2020
Expected dividend yield	—	%	—	%
Expected volatility	71.4 – 92.8%		83.5 – 92.0%
Risk-free interest rate	0.64 – 1.38%		0.32 – 0.54%
Expected weighted-average life of options	6.04 years		5.95 years

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The components of the Company’s provision for income taxes are as follows:

	Year Ended December 31,
(in thousands)	2021		2020
Current income tax expense (benefit)
Federal	$	17	$	3
State	21		20
	38		23
Deferred tax expense (benefit)
Federal	—		—
State	—		—
	—		—
Provision for income taxes	$	38	$	23

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the income tax benefit calculated at the federal statutory rate to the total income tax provision is as follows:

	Year Ended December 31,
(in thousands)	2021		2020
Income tax benefit at the federal statutory rate	$	(18,404)	$	(11,128)
State income taxes, net of federal income tax benefit	(3,008)		(3,003)
Nondeductible stock-based compensation	1,049		1,094
Expiration of net operating loss and research and development credits	3,244		1,056
Term loan amendment	—		19
Change in valuation allowance	15,092		14,446
Other permanent items	1,311		4
Research and development credits	(1,110)		(1,110)
Return to provision adjustments	855		(993)
Other, net	1,009		(362)
Provision for income taxes	$	38	$	23

Schedule of Deferred Tax Assets and Liabilities

The components of the deferred income tax assets and liabilities is as follows:

	December 31,
(in thousands)	2021		2020
Deferred income tax assets:
Net operating loss carryforwards	$	98,032	$	84,358
Research and development credits	11,264		10,590
Depreciation and amortization	598		539
Deferred revenue	1,344		1,389
Accrued expenses and non-deductible reserves	200		761
Compensation accruals	1,796		1,076
Stock-based compensation	11,952		8,731
Interest expense carryforward	6,628		3,242
Loan discount and issuance costs	—		2,333
Other	1,139		291
	132,953		113,310
Valuation allowance	(132,953)		(113,310)
Deferred income taxes, net of valuation allowance	—		—
Deferred income tax liabilities	—		—
Net deferred income tax assets (liabilities)	$	—	$	—

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the unrecognized tax benefits is as follows:

	December 31,
(in thousands)	2021		2020
Unrecognized tax benefit – beginning balance	$	1,176	$	1,071
Increase related to tax positions taken in the current year	111		111
Increase related to tax positions taken in the prior year	—		—
Decrease related to tax positions taken in the prior year	(36)		(6)
Unrecognized tax benefit – ending balance	$	1,251	$	1,176

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Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

:

	Year Ended December 31,
(in thousands, except share and per share data)	2021		2020
Net loss	$	(87,547)	$	(53,015)
Weighted-average shares outstanding, basic and diluted	137,157,283		65,161,358
Net loss per share, basic and diluted	$	(0.64)	$	(0.81)

Schedule of Potentially Dilutive Securities Excluded from Computation of Net Loss Per Share

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive:

	Year Ended December 31,
	2021	2020
Anti-dilutive shares:
Stock options to purchase common stock	19,702,845	11,350,934
Public Warrants and Private Placement Warrants	10,533,324	—
Convertible debt (on an if-converted basis)	—	450,591
Total anti-dilutive shares	30,236,169	11,801,525

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Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Changes and Error Corrections [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The effects of this error on our previously reported 2021 condensed consolidated statements of operations and comprehensive loss on a quarter-to-date and year-to-date basis are as follows:

	Three Months Ended September 30, 2021
(in thousands, except share and per share amounts)	Originally Reported		Adjustment		As Restated
Revenue
Assay services revenue	$	17,499	$	—	$	17,499
Product revenue	75		—		75
Collaboration revenue	763		—		763
Other revenue	1,655		—		1,655
Total revenue	19,992		—		19,992
Operating expenses
Cost of assay services revenue	8,737		—		8,737
Cost of product revenue	33		—		33
Research and development	15,596		—		15,596
Selling, general and administrative	20,632		—		20,632
Total operating expenses	44,998		—		44,998
Loss from operations	(25,006)		—		(25,006)
Other (expense) income
Interest income and other, net	55		—		55
Interest expense	(2)		—		(2)
Change in fair value of warrant liabilities	(8,111)		—		(8,111)
Change in fair value of earn-out liability	(5,662)		—		(5,662)
Loss on extinguishment of debt, net	(2,693)		—		(2,693)
Total other expense	(16,413)		—		(16,413)
Net loss	$	(41,419)	$	—	$	(41,419)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(15)		—		(15)
Foreign currency translation loss	(4)		—		(4)
Total other comprehensive loss	(19)		—		(19)
Comprehensive loss	$	(41,438)	$	—	$	(41,438)
Net loss per share, basic and diluted	$	(0.55)	$	0.25	$	(0.30)
Weighted average shares used in computing net loss per share, basic and diluted	75,684,521		61,491,707		137,176,228

	Nine Months Ended September 30, 2021
(in thousands, except share and per share amounts)	Originally Reported		Adjustment		As Restated
Revenue
Assay services revenue	$	48,308	$	—	$	48,308
Product revenue	730		—		730
Collaboration revenue	2,288		—		2,288
Other revenue	7,306		—		7,306
Total revenue	58,632		—		58,632
Operating expenses
Cost of assay services revenue	22,548		—		22,548
Cost of product revenue	452		—		452
Research and development	32,304		—		32,304
Selling, general and administrative	48,274		—		48,274
Total operating expenses	103,578		—		103,578
Loss from operations	(44,946)		—		(44,946)
Other (expense) income
Interest income and other, net	126		—		126
Interest expense	(1,324)		—		(1,324)
Change in fair value of warrant liabilities	(8,111)		—		(8,111)
Change in fair value of earn-out liability	(5,662)		—		(5,662)
Loss on extinguishment of debt, net	(4,323)		—		(4,323)
Total other expense	(19,294)		—		(19,294)
Net loss	$	(64,240)	$	—	$	(64,240)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(7)		—		(7)
Foreign currency translation loss	(3)		—		(3)
Total other comprehensive loss	(10)		—		(10)
Comprehensive loss	$	(64,250)	$	—	$	(64,250)
Net loss per share, basic and diluted	$	(1.01)	$	0.48	$	(0.53)
Weighted average shares used in computing net loss per share, basic and diluted	63,752,006		58,516,437		122,268,443

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Description of Business (Details) - lease	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of early terminated leases	2
Revenue growth percentage	74.00%	46.00%

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Summary of Significant Accounting Policies - Narrative (Details)		1 Months Ended		3 Months Ended	9 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares	Mar. 31, 2020 USD ($)	Jul. 31, 2011 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) segment $ / shares	Dec. 31, 2020 USD ($) $ / shares	Sep. 01, 2021 $ / shares	Feb. 28, 2021 $ / shares shares
Class of Stock [Line Items]
Exchange ratio								0.8381
Common stock, par value (in usd per share) | $ / shares	$ 0.0001					$ 0.0001	$ 0.0001	$ 0.0001
Impairment of long-lived assets						$ 0	$ 0
Collaboration revenue				$ 763,000	$ 2,288,000	3,051,000	2,483,000
Total other revenue				$ 1,655,000	$ 7,306,000	9,260,000	5,672,000
Advertising cost						$ 700,000	200,000
Expected dividend yield						0.00%
Number of operating segments | segment						1
Total future minimum lease payments	$ 5,542,000					$ 5,542,000
Class A Common Stock
Class of Stock [Line Items]
Exchange ratio	0.8381					0.8381		0.8381
Common stock, par value (in usd per share) | $ / shares	$ 0.0001					$ 0.0001
Royalties
Class of Stock [Line Items]
Total other revenue						$ 8,515,000	$ 5,261,000
NEC Corporation ("NEC") | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Class of Stock [Line Items]
Collaborative arrangements, upfront payments			$ 12,000,000
Collaborative arrangements, remaining performance obligation period			15 years
NEC Solution Innovators, Ltd. ("NES") | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Class of Stock [Line Items]
Collaborative arrangements, annual payments		$ 2,000,000
Collaborative arrangement, payment terms		5 years
Collaborative arrangements, total payment amount		$ 10,000,000
Collaboration revenue		$ 15,300,000
Collaborative arrangements, license of intellectual property, term		10 years
Public Warrants
Class of Stock [Line Items]
Exercise price of warrants (in usd per share) | $ / shares	11.50					$ 11.50
Public Warrants | CMLS II
Class of Stock [Line Items]
Warrants issued (in shares) | shares									5,519,991
Private Placement Warrants
Class of Stock [Line Items]
Exercise price of warrants (in usd per share) | $ / shares	$ 11.50					$ 11.50
Private Placement Warrants | CMLS II
Class of Stock [Line Items]
Warrants issued (in shares) | shares									5,013,333
Exercise price of warrants (in usd per share) | $ / shares									$ 11.50
Lab equipment | Minimum
Class of Stock [Line Items]
Property and equipment, useful life						1 year
Lab equipment | Maximum
Class of Stock [Line Items]
Property and equipment, useful life						5 years
Computer equipment
Class of Stock [Line Items]
Property and equipment, useful life						3 years
Furniture and fixtures
Class of Stock [Line Items]
Property and equipment, useful life						4 years
Software Development
Class of Stock [Line Items]
Property and equipment, useful life						5 years
Accounts Receivable | Geographic Concentration Risk | Non-US
Class of Stock [Line Items]
Concentration risk, percentage	18.00%

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Summary of Significant Accounting Policies - Schedule of Concentration of Risk (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Customer A | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%	26.00%
Customer A | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	21.00%	30.00%
Customer B | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage		11.00%
Customer B | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	26.00%
Customer C | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	20.00%	25.00%
Customer C | Revenue
Concentration Risk [Line Items]
Concentration risk, percentage	10.00%
Customer D | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk, percentage	26.00%	16.00%

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Summary of Significant Accounting Policies - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Accounts receivable	$ 17,146	$ 17,529
Less: allowance for doubtful accounts	(72)	(80)
Accounts receivable, net	$ 17,074	$ 17,449

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Business Combination - Additional Information (Details) $ / shares in Units, $ in Millions	Sep. 01, 2021 USD ($) $ / shares
Schedule of Reverse Recapitalization [Line Items]
Reverse recapitalization, cash paid to shareholders	$ 1,250.0
Reverse recapitalization, cash paid to shareholders, cash election related to issuance and rollover of shares	$ 50.0
Common Stock
Schedule of Reverse Recapitalization [Line Items]
Common stock issued, price per share (in usd per share) | $ / shares	$ 10.00

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Business Combination - Earn-Out Shares (Details)	Sep. 01, 2021 d tradingDay $ / shares shares
Schedule of Reverse Recapitalization [Line Items]
Earn-out shares, stock price trigger (in usd per share) | $ / shares	$ 20.00
Earnout period, threshold trading days | d	20
Earnout period, threshold consecutive trading days | tradingDay	30
Old SomaLogic Shareholders
Schedule of Reverse Recapitalization [Line Items]
Earn-out shares, additional shares (in shares)	3,500,125
Certain Employees and Directors
Schedule of Reverse Recapitalization [Line Items]
Earn-out shares, additional shares (in shares)	1,499,875

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Business Combination - PIPE Investment (Details) $ / shares in Units, $ in Millions	Sep. 01, 2021 USD ($) $ / shares shares
Business Combination and Asset Acquisition [Abstract]
Common stock issued pursuant to the PIPE Investment (in shares) | shares	36,500,000
Purchase price (in usd per share) | $ / shares	$ 10.00
Proceeds from reverse recapitalization, gross | $	$ 365.0

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Business Combination - CMLS II Shares (Details) - CMLS II $ / shares in Units, $ in Millions	Sep. 01, 2021 USD ($) $ / shares shares
Schedule of Reverse Recapitalization [Line Items]
Redemption of shares (in shares)	809,850
Stock price (in dollars per share) | $ / shares	$ 10.00
Stock redeemed, value | $	$ 8.1
Stock converted from reverse capitalization (in shares)	6,900,000
Stock converted, reverse recapitalization, conversion basis	100.00%

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Business Combination - Summary of Shares (Details)				1 Months Ended			2 Months Ended
	Sep. 01, 2021 shares	Jul. 09, 2021 shares	Nov. 20, 2020 shares	Aug. 31, 2021 shares	Jan. 31, 2020 shares	Dec. 31, 2017 shares	Dec. 31, 2020 shares	Dec. 31, 2021 shares
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	181,163,363						114,266,515	181,552,241
Common stock issued (in shares)	36,500,000
Convertible preferred stock, shares outstanding (in shares)	31,485,973						31,485,973	0
Exchange ratio	0.8381
Common Stock
Schedule of Reverse Recapitalization [Line Items]
Stock converted from reverse capitalization (in shares)	110,973,213	571,642	4,443,906	12,342	1,236,135	670,480	527,767.87
Class B Common Stock
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)	75,404,883
Common stock issued (in shares)						800,000
Class A Common Stock
Schedule of Reverse Recapitalization [Line Items]
Exchange ratio	0.8381							0.8381
CMLS II
Schedule of Reverse Recapitalization [Line Items]
Common stock, shares outstanding (in shares)				27,600,000
Less: CMLS II Redemption of shares (in shares)	(809,850)
Issuance of Common Stock upon Business Combination, net of transaction costs (in shares)	26,790,150
Stock converted from reverse capitalization (in shares)	6,900,000

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Business Combination - Summary of Net Proceeds (Details) $ in Millions	Sep. 01, 2021 USD ($)
Business Combination and Asset Acquisition [Abstract]
Gross proceeds	$ 619.4
Proceeds from reverse recapitalization, gross	365.0
Proceeds from CMLS II, gross	254.4
Reverse recapitalization, cash paid to shareholders, cash election related to issuance and rollover of shares	50.0
CMLS II and reverse recapitalization transaction costs	$ 39.3

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Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Collaboration revenue	$ 763	$ 2,288	$ 3,051	$ 2,483
Total other revenue	1,655	7,306	9,260	5,672
Total revenue	19,992	58,632	81,626	55,889
Assay services revenue
Disaggregation of Revenue [Line Items]
Revenue	17,499	48,308	68,038	45,827
Product revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 75	$ 730	1,277	1,907
Royalties
Disaggregation of Revenue [Line Items]
Total other revenue			8,515	5,261
Other
Disaggregation of Revenue [Line Items]
Total other revenue			$ 745	$ 411

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Revenue - Change in Contract Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
Balance at beginning of period	$ 5,177	$ 5,469
Recognition of revenue included in balance at beginning of period	(1,762)	(1,003)
Revenue deferred during the period, net of revenue recognized	1,970	711
Balance at end of period	$ 5,385	$ 5,177

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Revenue - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue	$ 5,385	$ 5,177	$ 5,469
Deferred revenue related to collaboration	3,900	5,000
Service And Other Revenues
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue	$ 1,500	$ 200
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance period	3 years 3 months 18 days

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Fair Value Measurements - Fair Value of Assets Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Securities, Available-for-sale [Line Items]
Total cash and cash equivalents	$ 439,488	$ 164,944
Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Total cash and cash equivalents	439,488	164,944
Investments, amortized cost	218,289	39,956
Investments, gross unrealized gain	16	2
Investments, gross unrealized loss	(87)	(4)
Investments, aggregate fair value	218,218	39,954
Total assets measured at fair value on a recurring basis, amortized cost	657,777	204,900
Total assets measured at fair value on a recurring basis, aggregate fair value	657,706	204,898
Level 1 | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Cash	114,533	138,977
Money market funds	324,955	23,568
Level 2 | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Commercial paper		2,399
Level 2 | Commercial paper | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	177,852	33,863
Investments, gross unrealized gain	16	2
Investments, gross unrealized loss	(57)	(2)
Investments, aggregate fair value	177,811	33,863
Level 2 | U.S. Treasuries | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	12,021
Investments, gross unrealized gain	0
Investments, gross unrealized loss	(9)
Investments, aggregate fair value	12,012
Level 2 | Asset-backed securities | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	12,084
Investments, gross unrealized gain	0
Investments, gross unrealized loss	(8)
Investments, aggregate fair value	12,076
Level 2 | Corporate bonds | Fair Value, Recurring
Debt Securities, Available-for-sale [Line Items]
Investments, amortized cost	16,332	6,093
Investments, gross unrealized gain	0	0
Investments, gross unrealized loss	(13)	(2)
Investments, aggregate fair value	$ 16,319	$ 6,091

XML

Fair Value Measurements - Fair Value of Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability	$ 26,885	$ 0
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities measured at fair value on a recurring basis	62,066	425
Level 1 | Fair Value, Recurring | Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	18,437	0
Level 2 | Fair Value, Recurring | Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	16,744	0
Level 3 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out liability	26,885	0
Compound derivative liability	$ 0	$ 425

XML

Fair Value Measurements - Earn-out Liability, Inputs and Valuation Techniques (Details)	Dec. 31, 2021 $ / shares
Stock price on valuation date
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	11.64
Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	0.8560
Risk-free rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	0.0034
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-out liability, measurement input	0

XML

Fair Value Measurements - Earn-out Liability, Reconciliation (Details) - Earn-out Liability - USD ($) $ in Thousands	1 Months Ended
	Sep. 30, 2021	Dec. 31, 2021	Sep. 01, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities, beginning balance		$ 26,885	$ 25,016
Change in fair value of liability	$ 1,869

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Fair Value Measurements - Compound Derivative Liability (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2020 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jun. 29, 2020 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of compound derivative liability, increase	$ 4,800
Amendment fee related to extinguishment of debt financed through additional principal	2,500	$ 0	$ 2,500
Additional interest, premium		$ 0	$ 708
Amended and Restated Credit Agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Additional interest, premium	$ 1,400			$ 1,400
Credit Spread
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input			0.08
Recovery Rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input			0.69
Other Long Term Liabilities | Level 3 | Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of compound derivative liability			$ 400

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Fair Value Measurements - Convertible Debt (Details) $ in Millions	Dec. 31, 2020 USD ($)
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 2.3

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Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 15,205	$ 12,883
Finished goods	93	161
Total inventory	15,298	13,044
Inventory (current)	11,213	7,020
Non-current inventory	$ 4,085	$ 6,024

XML

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 24,801	$ 18,491
Less: Accumulated depreciation and amortization	(15,244)	(14,578)
Property and equipment, net	9,557	3,913
Lab equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	10,504	9,865
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	1,416	1,402
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	951	947
Software
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	4,866	2,657
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	2,275	3,539
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 4,789	$ 81

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Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Depreciation	$ 1.8	$ 2.3
Internal use software, amortization	0.8	0.5
Unamortized internal use software costs	$ 2.4	$ 1.0

XML

Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued compensation	$ 9,832	$ 5,378
Accrued charitable contributions	400	400
Accrued medical claims	398	307
Other	479	225
Total accrued liabilities	$ 11,109	$ 6,310

XML

Commitment and Contingencies - Operating Leases (Details) $ in Thousands		12 Months Ended
	Feb. 10, 2022 USD ($) lease period	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Subsequent Event [Line Items]
Operating lease, termination fee			$ 300
Operating lease, restricted cash deposits		$ 800	300
Operating lease, rent expense		1,800	$ 1,900
Total future minimum lease payments		$ 5,542
Subsequent Event
Subsequent Event [Line Items]
Number of lease agreements | lease	2
Annual base rent	$ 1,300
Annual base rent, percentage increase per year	3.00%
Lease improvement allowances, per lease	$ 3,500
Number of extension options | period	3
Extension term	60 months
Subsequent Event | Maximum
Subsequent Event [Line Items]
Annual base rent	$ 1,800

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Commitment and Contingencies -Future Minimum Rental Payments For Operating Leases (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 1,850
2023	1,905
2024	810
2025	834
2026	143
Total future minimum lease payments	$ 5,542

XML

Commitment and Contingencies - SAFE Agreement (Details) - USD ($) $ in Millions				1 Months Ended					2 Months Ended
	Sep. 01, 2021	Jul. 09, 2021	Nov. 20, 2020	Aug. 31, 2021	Dec. 31, 2020	Nov. 30, 2020	Jan. 31, 2020	Dec. 31, 2017	Dec. 31, 2020	Dec. 31, 2019
Class of Stock [Line Items]
SAFE Agreement, rights and obligations, fixed payment										$ 5.0
Proceeds from SAFE agreement							$ 5.0
Issuance and sale of redeemable convertible preferred stock (in shares)					13,643,059	17,842,914	737,463
Common Stock
Class of Stock [Line Items]
Stock converted from reverse capitalization (in shares)	110,973,213	571,642	4,443,906	12,342			1,236,135	670,480	527,767.87

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Debt - Schedule of Debt (Details) - USD ($)	Dec. 31, 2021	Apr. 09, 2021	Dec. 31, 2020	Jun. 30, 2020	Jun. 29, 2020
Debt Instrument [Line Items]
Plus: Premium	$ 0		$ 708,000
Less: Unamortized debt issuance costs	0		(2,566,000)
Total long-term debt	0		34,749,000
Current portion of long-term debt	0		2,423,000
Long-term debt, net of current portion	0		32,326,000
Paycheck Protection Program loan | Paycheck Protection Program loan
Debt Instrument [Line Items]
Debt, gross	0		3,520,000
Amended and Restated Credit Agreement
Debt Instrument [Line Items]
Debt, gross	$ 0	$ 33,300,000	$ 33,087,000
Plus: Premium				$ 1,400,000	$ 1,400,000

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Debt - Convertible Debt (Details)				1 Months Ended			2 Months Ended	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 01, 2021 shares	Jul. 09, 2021 shares	Nov. 20, 2020 shares	Aug. 31, 2021 shares	Jan. 31, 2020 shares	Dec. 31, 2017 shares	Dec. 31, 2020 shares	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jun. 30, 2017	Mar. 31, 2007 USD ($)
Debt Instrument [Line Items]
Loss on extinguishment of debt, net									$ 2,693,000	$ 4,323,000	$ 4,323,000	$ 551,000
Common Stock
Debt Instrument [Line Items]
Stock converted from reverse capitalization (in shares) | shares	110,973,213	571,642	4,443,906	12,342	1,236,135	670,480	527,767.87
Class B Common Stock
Debt Instrument [Line Items]
Debt conversion, converted instrument, shares issued (in shares) | shares		682,070
Convertible Debt
Debt Instrument [Line Items]
Debt, principal amount														$ 2,000,000
Interest rate													3.75%
Debt, decrease in carrying value											100,000
Amortization of discount (less than)											100,000	$ 100,000
Loss on extinguishment of debt, net											2,700,000
Debt outstanding								$ 0			0
Interest expense (less than)								$ 100,000			$ 100,000
Convertible Debt | Common Stock
Debt Instrument [Line Items]
Convertible debt, conversion ratio (in usd per share)											3.72
Convertible Debt | Preferred Stock
Debt Instrument [Line Items]
Convertible debt, conversion ratio (in usd per share)											5.87

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Debt - Paycheck Protection Program (Details) - Paycheck Protection Program loan - Paycheck Protection Program loan - USD ($)	Dec. 31, 2021	Jun. 21, 2021	Dec. 31, 2020	Apr. 30, 2020	Apr. 13, 2020
Debt Instrument [Line Items]
Debt, principal amount				$ 3,500,000
Interest rate					0.98%
Accrued interest (less than)		$ 100,000
Debt outstanding	$ 0		$ 3,520,000

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Debt - Amended and Restated Credit Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended				2 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 01, 2021	Jul. 09, 2021	Apr. 09, 2021	Nov. 20, 2020	Aug. 31, 2021	Jan. 31, 2020	Dec. 31, 2017	Feb. 29, 2016	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2020	Jun. 29, 2020
Debt Instrument [Line Items]
Common stock issued (in shares)	36,500,000
Fair value of common stock issued												$ 357,198	$ 202,116
Additional interest, premium									$ 708			0	708
Issuance of Common Stock for conversion of convertible debt												4,631	0
Loss on extinguishment of debt, net										$ 2,693	$ 4,323	4,323	551
Paid-in-kind interest												165	587
Class B Common Stock
Debt Instrument [Line Items]
Common stock issued (in shares)							800,000
Common stock issued, price per share (in usd per share)							$ 12.35
Fair value of common stock issued							$ 9,900
Debt conversion, converted instrument, shares issued (in shares)		682,070
Redeemable Convertible Preferred Stock
Debt Instrument [Line Items]
Debt conversion, converted instrument, shares issued (in shares)				2,651,179
Common Stock
Debt Instrument [Line Items]
Common stock issued, price per share (in usd per share)	$ 10.00
Stock converted from reverse capitalization (in shares)	110,973,213	571,642		4,443,906	12,342	1,236,135	670,480		527,767.87
Amended and Restated Credit Agreement
Debt Instrument [Line Items]
Proceeds from debt, net of issuance costs							$ 3,400	$ 35,000
Payments of issuance costs								$ 800
Additional debt recorded to PIK							1,600
Financing fees							$ 200
Interest rate				11.00%											12.00%
Interest rate, deferred option				2.00%											3.00%
Amendment fee															$ 2,500
Additional interest, premium														$ 1,400	$ 1,400
Issuance of Common Stock for conversion of convertible debt				$ 18,000
Payment of debt prepayment cost				10,000
Payment of debt prepayment cost, prepayment penalty fees			$ 4,000	2,500
Payment of debt prepayment cost, debt prepayment amendment fees				$ 5,500
Loss on extinguishment of debt, net												5,200	600
Debt outstanding			$ 33,300						$ 33,087			0	33,087
Interest expense (less than)												1,300	5,800
Noncash amortization of debt issuance costs												300	2,000
Amortization of premium												100	500
Paid-in-kind interest												$ 200	$ 600
Amended and Restated Credit Agreement | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Floor rate								1.00%
Basis spread on variable rate							8.86%	12.50%

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Redeemable Convertible Preferred Stock (Details)					1 Months Ended					2 Months Ended	12 Months Ended
	Sep. 01, 2021 shares	Aug. 31, 2021	Jul. 09, 2021 shares	Nov. 20, 2020 shares	Aug. 31, 2021 shares	Dec. 31, 2020 USD ($) $ / shares shares	Nov. 30, 2020 $ / shares shares	Jan. 31, 2020 shares	Dec. 31, 2017 shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2021 shares
Temporary Equity [Line Items]
Issuance and sale of redeemable convertible preferred stock (in shares)						13,643,059	17,842,914	737,463
Issuance and sale of redeemable convertible preferred stock, price per share (in dollars per share) | $ / shares						$ 6.78	$ 6.78			$ 6.78	$ 6.78
Aggregate purchase price | $										$ 213,500,000
Equity issuance costs | $										$ 11,400,000	$ 11,359,000
Convertible preferred stock, shares authorized (in shares)						50,000,000				50,000,000	50,000,000	0
Convertible preferred stock, shares issued (in shares)						31,485,973				31,485,973	31,485,973	0
Convertible preferred stock, shares outstanding (in shares)	31,485,973					31,485,973				31,485,973	31,485,973	0
Convertible preferred stock, liquidation preference | $						$ 213,500,000				$ 213,500,000	$ 213,500,000
Exchange ratio	0.8381
Common Stock
Temporary Equity [Line Items]
Stock converted from reverse capitalization (in shares)	110,973,213		571,642	4,443,906	12,342			1,236,135	670,480	527,767.87
Class B Common Stock
Temporary Equity [Line Items]
Conversion ratio		2

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Equity (Details)		12 Months Ended
	Dec. 31, 2021 d $ / shares shares	Dec. 31, 2021 d $ / shares shares	Sep. 01, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Common stock, shares authorized (in shares) | shares	600,000,000	600,000,000	600,000,000	600,000,000
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares) | shares	1,000,000	1,000,000	1,000,000	1,000,000
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Fair market value price period | d	10
Fair market value, maximum conversion ratio	0.361	0.361
Common stock equals or exceeds $10
Class of Warrant or Right [Line Items]
Stock price redemption threshold (in usd per share)	$ 10.00	$ 10.00
Redemption price (in usd per share)	$ 0.10	$ 0.10
Notice required for redemption of warrants | d		30
Trading days threshold for warrant redemption | d	20
Consecutive trading days threshold for redemption | d	30
Business days required for notice | d	3
Common stock equals or exceeds $10 | Minimum
Class of Warrant or Right [Line Items]
Stock price redemption threshold (in usd per share)	$ 10.00	$ 10.00
Common stock equals or exceeds $10 | Maximum
Class of Warrant or Right [Line Items]
Stock price redemption threshold (in usd per share)	18.00	18.00
Common stock equals or exceeds $18
Class of Warrant or Right [Line Items]
Stock price redemption threshold (in usd per share)	18.00	18.00
Redemption price (in usd per share)	$ 0.01	$ 0.01
Trading days threshold for warrant redemption | d	20
Consecutive trading days threshold for redemption | d	30
Business days required for notice | d	3
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) | shares	5,519,991	5,519,991
Exercise price of warrants (in usd per share)	$ 11.50	$ 11.50
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) | shares	5,013,333	5,013,333
Exercise price of warrants (in usd per share)	$ 11.50	$ 11.50

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Stock-based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands				1 Months Ended				2 Months Ended	12 Months Ended
	Sep. 01, 2021 shares	Jul. 09, 2021 shares	Nov. 20, 2020 shares	Dec. 31, 2021 USD ($) $ / shares shares	Aug. 31, 2021 shares	Jan. 31, 2020 shares	Dec. 31, 2017 shares	Dec. 31, 2020 shares	Dec. 31, 2021 USD ($) plan $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans | plan									3
Options outstanding (in shares) | shares				19,702,845				11,350,934	19,702,845	11,350,934
Total intrinsic value of options exercised | $									$ 4,700	$ 400
Weighted-average grant date fair value for options granted (in dollar per share) | $ / shares									$ 4.78	$ 1.69
Stock-based compensation | $									$ 28,415	$ 15,172
Risk-free interest rate, minimum									0.64%	0.32%
Risk-free interest rate, maximum									1.38%	0.54%
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock converted from reverse capitalization (in shares) | shares	110,973,213	571,642	4,443,906		12,342	1,236,135	670,480	527,767.87
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense related to secondary sale transaction | $									$ 6,500
Stock-based compensation | $									$ 16,810	$ 10,572
Stock Option Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period									4 years
Compensation expense not yet recognized | $				$ 40,200					$ 40,200
Compensation expense not yet recognized, weighted average period									2 years 11 months 19 days
Incremental stock-based compensation expense | $									$ 700
Stock Option Awards | First-year anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage									25.00%
Performance Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense not yet recognized | $				$ 40					$ 40
Performance Awards | Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares) | shares				53,120	14,727
Stock-based compensation | $									800
Earn-Out Shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense not yet recognized | $				$ 6,700					$ 6,700
Compensation expense not yet recognized, weighted average period				1 year 2 months 12 days
Stock-based compensation | $				$ 2,900
Number of shares outstanding (in shares) | shares				1,444,484					1,444,484
Weighted-average grant date fair value for awards granted (in dollars per share) | $ / shares				$ 7.04
Expected volatility				89.80%
Risk-free interest rate, minimum				0.10%
Risk-free interest rate, maximum				0.11%
Earn-Out Shares | Merger Agreement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares) | shares	1,499,875
Earn-Out Shares | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share) | $ / shares				$ 10.63					$ 10.63
Earn-Out Shares | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock price (in dollars per share) | $ / shares				$ 10.67					$ 10.67
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to issue (in shares) | shares				21,300,000					21,300,000
Number of awards granted (in shares) | shares									2,944,448
Number of shares reserved for issuance (in shares) | shares				38,496,936					38,496,936
Outside Inventive Plan, 2017 and 2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares) | shares				14,443,767					14,443,767
Outside Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding (in shares) | shares				5,259,078					5,259,078

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Stock-based Compensation - Schedule of Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 28,415	$ 15,172
Cost of revenue | Assay services revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	633	413
Cost of revenue | Product revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	14	14
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	10,958	4,173
Selling, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation	$ 16,810	$ 10,572

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Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Outstanding, beginning balance (in shares)	11,350,934
Granted (in shares)	10,271,113
Exercised (in shares)	(1,311,307)
Forfeited (in shares)	(453,551)
Expired (in shares)	(154,344)
Outstanding, ending balance (in shares)	19,702,845	11,350,934
Exercisable (in shares)	7,554,433
Vested and expected to vest (in shares)	17,144,896
Weighted Average Exercise Price Per Share
Outstanding, balance (in dollars per share)	$ 5.83	$ 3.92
Granted (in dollars per share)	7.49
Exercised (in dollars per share)	3.05
Forfeited (in dollars per share)	4.54
Expired (in dollars per share)	2.26
Exercisable (in dollars per share)	3.88
Vested and expected to vest (in dollars per share)	$ 5.67
Weighted Average Remaining Contractual Life (in years)
Outstanding, Weighted Average Remaining Contractual Life	8 years 3 months 21 days
Exercisable, Weighted Average Remaining Contractual Life	6 years 9 months 7 days
Vested and expected to vest, Weighted Average Remaining Contractual Life	8 years 2 months 1 day
Aggregate Intrinsic Value
Outstanding, Aggregate Intrinsic Value	$ 115,314
Exercisable, Aggregate Intrinsic Value	58,655
Vested and expected to vest, Aggregate Intrinsic Value	$ 103,148

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Stock-Based Compensation - Schedule of Assumptions Used for Valuing Stock Options Granted (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Expected volatility, minimum	71.40%	83.50%
Expected volatility, maximum	92.80%	92.00%
Risk-free interest rate, minimum	0.64%	0.32%
Risk-free interest rate, maximum	1.38%	0.54%
Stock options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Expected weighted-average life of options	6 years 14 days	5 years 11 months 12 days

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Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 132,953,000	$ 113,310,000
Valuation allowance, period increase	19,700,000
Unrecognized tax benefits that would impact effective tax rate	1,300,000	1,200,000
Unrecognized tax benefits, income tax penalties and interest accrued	0	0
Research and Development Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	12,500,000	11,800,000
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses	385,500,000	328,600,000
Net operating losses, not subject to expiration	179,900,000
Net operating losses, subject to expiration	205,500,000
State
Operating Loss Carryforwards [Line Items]
Net operating losses	$ 359,900,000	$ 340,300,000

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Income Taxes - Components of Income Tax Expense Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current income tax expense (benefit)
Federal	$ 17	$ 3
State	21	20
Current income tax expense (benefit)	38	23
Deferred tax expense (benefit)
Federal	0	0
State	0	0
Deferred tax expense (benefit)	0	0
Provision for income taxes	$ 38	$ 23

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Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax benefit at the federal statutory rate	$ (18,404)	$ (11,128)
State income taxes, net of federal income tax benefit	(3,008)	(3,003)
Nondeductible stock-based compensation	1,049	1,094
Expiration of net operating loss and research and development credits	3,244	1,056
Term loan amendment	0	19
Change in valuation allowance	15,092	14,446
Other permanent items	1,311	4
Research and development credits	(1,110)	(1,110)
Return to provision adjustments	855	(993)
Other, net	1,009	(362)
Provision for income taxes	$ 38	$ 23

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Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 98,032	$ 84,358
Research and development credits	11,264	10,590
Depreciation and amortization	598	539
Deferred revenue	1,344	1,389
Accrued expenses and non-deductible reserves	200	761
Compensation accruals	1,796	1,076
Stock-based compensation	11,952	8,731
Interest expense carryforward	6,628	3,242
Loan discount and issuance costs	0	2,333
Other	1,139	291
Deferred tax assets, gross	132,953	113,310
Valuation allowance	(132,953)	(113,310)
Deferred income taxes, net of valuation allowance	0	0
Deferred income tax liabilities	0	0
Net deferred income tax assets (liabilities)	$ 0	$ 0

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Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits [Roll Forward]
Unrecognized tax benefits, beginning balance	$ 1,176	$ 1,071
Increase related to tax positions taken in the current year	111	111
Increase related to tax positions taken in the prior year	0	0
Decrease related to tax positions taken in the prior year	(36)	(6)
Unrecognized tax benefits, ending balance		1,176
Unrecognized tax benefits, ending balance	$ 1,251	$ 1,176

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Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Employer matching contribution, percentage of match	100.00%
Employer matching contribution, percentage of eligible participant contributions	4.00%
Amount of cost for defined contribution plan	$ 1.1	$ 0.8

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Related Parties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Payments for charitable contributions	$ 200	$ 100
Accrued charitable contributions, current	400	400
Stock-based compensation	28,415	$ 15,172
Master Agreement
Class of Stock [Line Items]
Payments for related party consulting services	900
Performance Awards | Class B Common Stock
Class of Stock [Line Items]
Stock-based compensation	$ 800

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Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss	$ (41,419)	$ (64,240)	$ (87,547)	$ (53,015)
Weighted-average shares outstanding, basic (in shares)	137,176,228	122,268,443	137,157,283	65,161,358
Weighted-average shares outstanding, diluted (in shares)	137,176,228	122,268,443	137,157,283	65,161,358
Net loss per share, basic (in dollars per share)	$ (0.30)	$ (0.53)	$ (0.64)	$ (0.81)
Net loss per share, diluted (in dollars per share)	$ (0.30)	$ (0.53)	$ (0.64)	$ (0.81)

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Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	30,236,169	11,801,525
Stock options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	19,702,845	11,350,934
Public Warrants and Private Placement Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	10,533,324	0
Convertible debt (on an if-converted basis)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares (in shares)	0	450,591

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Subsequent Events (Details) $ in Thousands	Feb. 10, 2022 lease	Jan. 04, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Subsequent Event [Line Items]
Collaboration agreement payments			$ 5,385	$ 5,177	$ 5,469
Subsequent Event
Subsequent Event [Line Items]
Number of lease agreements | lease	2
Subsequent Event | Illumina Cambridge, Ltd.
Subsequent Event [Line Items]
Collaboration agreement payments		$ 30,000

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Correction of Error in Previously Reported 2021 Interim Financial Statements (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Revenues [Abstract]
Collaboration revenue	$ 763	$ 2,288	$ 3,051	$ 2,483
Other revenue	1,655	7,306	9,260	5,672
Total revenue	19,992	58,632	81,626	55,889
Operating expenses
Research and development	15,596	32,304	43,496	30,749
Selling, general and administrative	20,632	48,274	77,971	36,882
Total operating expenses	44,998	103,578	154,930	90,245
Loss from operations	(25,006)	(44,946)	(73,304)	(34,356)
Other (expense) income
Interest income and other, net	55	126	225	230
Interest expense	(2)	(1,324)	(1,324)	(18,338)
Change in fair value of warrant liabilities	(8,111)	(8,111)	(6,952)	0
Change in fair value of earn-out liability	(5,662)	(5,662)	(1,869)	0
Loss on extinguishment of debt, net	(2,693)	(4,323)	(4,323)	(551)
Total other expense	(16,413)	(19,294)	(14,243)	(18,659)
Net loss	(41,419)	(64,240)	(87,547)	(53,015)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(15)	(7)	(68)	(25)
Foreign currency translation loss	(4)	(3)	(2)	(4)
Total other comprehensive loss	(19)	(10)	(70)	(29)
Comprehensive loss	$ (41,438)	$ (64,250)	$ (87,617)	$ (53,044)
Net loss per share, basic (in dollars per share)	$ (0.30)	$ (0.53)	$ (0.64)	$ (0.81)
Net loss per share, diluted (in dollars per share)	$ (0.30)	$ (0.53)	$ (0.64)	$ (0.81)
Weighted-average shares used in computing net loss per share, basic (in shares)	137,176,228	122,268,443	137,157,283	65,161,358
Weighted-average shares used in computing net loss per share, diluted (in shares)	137,176,228	122,268,443	137,157,283	65,161,358
Assay services revenue
Revenues [Abstract]
Revenue	$ 17,499	$ 48,308	$ 68,038	$ 45,827
Operating expenses
Cost of revenue	8,737	22,548	32,782	21,857
Product revenue
Revenues [Abstract]
Revenue	75	730	1,277	1,907
Operating expenses
Cost of revenue	33	452	$ 681	$ 757
Originally Reported
Revenues [Abstract]
Collaboration revenue	763	2,288
Other revenue	1,655	7,306
Total revenue	19,992	58,632
Operating expenses
Research and development	15,596	32,304
Selling, general and administrative	20,632	48,274
Total operating expenses	44,998	103,578
Loss from operations	(25,006)	(44,946)
Other (expense) income
Interest income and other, net	55	126
Interest expense	(2)	(1,324)
Change in fair value of warrant liabilities	(8,111)	(8,111)
Change in fair value of earn-out liability	(5,662)	(5,662)
Loss on extinguishment of debt, net	(2,693)	(4,323)
Total other expense	(16,413)	(19,294)
Net loss	(41,419)	(64,240)
Other comprehensive loss
Net unrealized loss on available-for-sale securities	(15)	(7)
Foreign currency translation loss	(4)	(3)
Total other comprehensive loss	(19)	(10)
Comprehensive loss	$ (41,438)	$ (64,250)
Net loss per share, basic (in dollars per share)	$ (0.55)	$ (1.01)
Net loss per share, diluted (in dollars per share)	$ (0.55)	$ (1.01)
Weighted-average shares used in computing net loss per share, basic (in shares)	75,684,521	63,752,006
Weighted-average shares used in computing net loss per share, diluted (in shares)	75,684,521	63,752,006
Originally Reported | Assay services revenue
Revenues [Abstract]
Revenue	$ 17,499	$ 48,308
Operating expenses
Cost of revenue	8,737	22,548
Originally Reported | Product revenue
Revenues [Abstract]
Revenue	75	730
Operating expenses
Cost of revenue	33	452
Adjustment
Revenues [Abstract]
Collaboration revenue	0	0
Other revenue	0	0
Total revenue	0	0
Operating expenses
Research and development	0	0
Selling, general and administrative	0	0
Total operating expenses	0	0
Loss from operations	0	0
Other (expense) income
Interest income and other, net	0	0
Interest expense	0	0
Change in fair value of warrant liabilities	0	0
Change in fair value of earn-out liability	0	0
Loss on extinguishment of debt, net	0	0
Total other expense	0	0
Net loss	0	0
Other comprehensive loss
Net unrealized loss on available-for-sale securities	0	0
Foreign currency translation loss	0	0
Total other comprehensive loss	0	0
Comprehensive loss	$ 0	$ 0
Net loss per share, basic (in dollars per share)	$ 0.25	$ 0.48
Net loss per share, diluted (in dollars per share)	$ 0.25	$ 0.48
Weighted-average shares used in computing net loss per share, basic (in shares)	61,491,707	58,516,437
Weighted-average shares used in computing net loss per share, diluted (in shares)	61,491,707	58,516,437
Adjustment | Assay services revenue
Revenues [Abstract]
Revenue	$ 0	$ 0
Operating expenses
Cost of revenue	0	0
Adjustment | Product revenue
Revenues [Abstract]
Revenue	0	0
Operating expenses
Cost of revenue	$ 0	$ 0