CM Life Sciences and merger partner Sema4
remain committed to closing transaction as soon as practicable and
expect to file proxy statement in next several days
CM Life Sciences, Inc. (NASDAQ:CMLF) today announced that it has
filed with the Securities and Exchange Commission (SEC) an amended
annual report on Form 10-K/A and a Form 8-K reporting the
restatement of certain of its previously issued financial
statements. The restatement was following a statement issued on
April 12, 2021 by the Acting Director of the Division of
Corporation Finance and the Acting Chief Accountant of the SEC
relating to reporting considerations for warrants issued by special
purpose acquisition companies like CM Life Sciences. After
reviewing that SEC statement with its independent auditors, CM Life
Sciences determined it was appropriate to treat its warrants for
accounting purposes as derivative liabilities as compared to its
historical treatment of the warrants as a component of equity. In
light of such restatement, CM Life Sciences, after consultation
with its independent auditors, concluded that the prior audited
financial statements referenced in its annual report on Form 10-K
should no longer be relied upon.
CM Life Sciences has entered into a business combination
agreement with Sema4, a patient-centered health intelligence
company. Both parties remain committed to completing the business
combination as quickly as practicable. CM Life Sciences expects to
file its preliminary proxy statement related to the combination
with the SEC in the next several days, which proxy statement will
describe the proposed transaction in detail.
About CM Life Sciences
CM Life Sciences was founded to take advantage of a dynamic life
science sector buoyed by innovation yet fragmented, where many
companies are under-resourced and under-scaled. Significant and
under-appreciated opportunities for consolidation are ready for
engagement by a team versed in the trends and themes, and who can
bring together the strongest of the new companies and management
teams to capitalize on near- and far-term opportunities. For more
information, please visit https://cmlifesciencesspac.com/
About Sema4
Sema4 is a patient-centered health intelligence company founded
on the idea that more information, deeper analysis, and increased
engagement will improve the diagnosis, treatment, and prevention of
disease. Sema4 is dedicated to transforming healthcare by building
dynamic models of human health and defining optimal, individualized
health trajectories, starting in the areas of reproductive health
and oncology. Centrellis™, Sema4’s innovative health intelligence
platform, is enabling Sema4 to generate a more complete
understanding of disease and wellness and to provide science-driven
solutions to the most pressing medical needs. Sema4 believes that
patients should be treated as partners, and that data should be
shared for the benefit of all.
For more information, please visit sema4.com and connect with
Sema4 on Twitter , LinkedIn, Facebook and YouTube.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Sema4 and CM Life Sciences,
including statements regarding the anticipated benefits of the
transaction, the anticipated timing of the transaction, the
anticipated timing of the filing of CM Life Sciences’ proxy
statement for the transaction, expansion plans, projected future
results and market opportunities of Sema4. These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of CM Life Sciences’ securities, (ii) the risk that the transaction
may not be completed by CM Life Sciences’ business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by CM Life Sciences, (iii)
the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the merger agreement by the
shareholders of CM Life Sciences, the satisfaction of the minimum
trust account amount following redemptions by CM Life Sciences’
public shareholders and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third-party valuation in
determining whether or not to pursue the transaction, (v) the
inability to complete the PIPE investment in connection with the
transaction, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, (vii) the effect of the announcement or pendency of the
transaction on Sema4’s business relationships, operating results
and business generally, (viii) risks that the proposed transaction
disrupts current plans and operations of Sema4 and potential
difficulties in Sema4 employee retention as a result of the
transaction, (ix) the outcome of any legal proceedings that may be
instituted against Sema4 or against CM Life Sciences related to the
merger agreement or the transaction, (x) the ability to maintain
the listing of CM Life Sciences’ securities on a national
securities exchange, (xi) the price of CM Life Sciences’ securities
may be volatile due to a variety of factors, including changes in
the competitive and highly regulated industries in which CM Life
Sciences plans to operate or Sema4 operates, variations in
operating performance across competitors, changes in laws and
regulations affecting CM Life Sciences’ or Sema4’s business and
changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities, (xiii) the risk of downturns and
a changing regulatory landscape in the highly competitive
healthcare industry and (xiv) the size and growth of the market in
which Sema4 operates. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of CM Life Sciences’ annual report on Form 10-K, as
amended, the proxy statement discussed above and other documents
filed by CM Life Sciences from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Sema4 and CM Life Sciences assume no obligation and
do not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Sema4 nor CM Life Sciences gives any assurance
that either Sema4 or CM Life Sciences or the combined company will
achieve its expectations.
Additional Information and Where to Find It /
Non-Solicitation
In connection with the proposed transaction, CM Life Sciences
intends to file a proxy statement with the SEC. The proxy statement
will be sent to the stockholders of CM Life Sciences. CM Life
Sciences also will file other documents regarding the proposed
transaction with the SEC. Before making any voting decision,
investors and security holders of CM Life Sciences are urged to
read the proxy statement and all other relevant documents filed or
that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction. Investors and
security holders will be able to obtain free copies of the proxy
statement and all other relevant documents filed or that will be
filed with the SEC by CM Life Sciences through the website
maintained by the SEC at www.sec.gov.
The documents filed by CM Life Sciences with the SEC also may be
obtained free of charge at CM Life Sciences’ website at
https://cmlifesciencesspac.com/ or upon written request to CM Life
Sciences, c/o Corvex Management, 667 Madison Ave, New York, NY
10065.
Participants in Solicitation
CM Life Sciences and Sema4 and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from CM Life Sciences’ shareholders in
connection with the proposed transaction. Information about CM Life
Sciences’ directors and executive officers and their ownership of
CM Life Sciences’ securities is set forth in CM Life Sciences’
filings with the SEC. To the extent that holdings of CM Life
Sciences’ securities have changed since the amounts printed in CM
Life Sciences’ registration statement on Form S-1, such changes
have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. A list of the names of such directors
and executive officers and information regarding their interests in
the business combination will be contained in the proxy
statement/prospectus when available. You may obtain free copies of
these documents as described in the preceding paragraph.
No Offer or Solicitation
These communications do not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210505005305/en/
CM Life Sciences Media Contact: Alexandria Fisk
afisk@casdincapital.com
CM Life Sciences (NASDAQ:CMLF)
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