Singular Genomics Systems, Inc. entered into a merger agreement on December 22, 2024, with Singular Genomics Parent, LLC and Saturn Merger Sub, Inc., affiliates of Deerfield Private Design Fund IV, L.P. The agreement involves the merger of Saturn Merger Sub into Singular Genomics, resulting in Singular becoming a wholly-owned subsidiary of Parent. Under the agreement, shareholders of Singular will receive $20.00 per share in cash for their holdings, except for shares held by Deerfield and others entering into contribution and exchange agreements, treasury shares, and shares owned by Parent or its subsidiaries. The merger is subject to customary conditions, including shareholder approval and regulatory clearances, with an expected closing date before April 22, 2025.

The agreement includes provisions for the treatment of stock options and restricted stock units, with vested awards receiving cash payments and unvested awards being forfeited unless held by designated continuing employees, in which case they will convert into equivalent units of the parent entity. Deerfield will provide financing for the transaction, and the agreement includes customary termination rights, a $1.52 million termination fee under certain conditions, and a damages cap for liability claims. Singular will hold a special shareholder meeting to approve the merger and intends to file a proxy statement with the SEC in connection with this meeting. The company has also issued a press release announcing the merger agreement.