UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 23, 2020
CM LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39482 | 85-1966622 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
c/o Corvex Management LP 667 Madison Avenue New York, New York |
10065 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 474-6745
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant | CMLFU | The Nasdaq Stock Market LLC | ||
| Class A common stock, par value $0.0001 per share | CMLF | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | CMLFW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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. ☐
| Item 8.01 | Other Events. |
On October 23, 2020, CM Life Sciences, Inc. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and warrants (the “Warrants”) included in the Units commencing on or about October 26, 2020. Each Unit consists of one share of Class A Common Stock and one-third of one redeemable Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CMLFU,” and the shares of Class A Common Stock and redeemable Warrants will separately trade on Nasdaq under the symbols “CMLF” and “CMLFW,” respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.
Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release, dated October 23, 2020. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CM LIFE SCIENCES, INC. |
| Date: October 23, 2020 | By: | /s/ Brian Emes |
| Name: | Brian Emes | |
| Title: | Chief Financial Officer and Secretary |
2
Exhibit 99.1
CM Life Sciences, Inc. Announces Separate Trading of its Shares of Class A Common Stock and Warrants, on or about October 26, 2020
October 23, 2020 – New York, NY – CM Life Sciences, Inc. (Nasdaq: CMLFU) (the “Company”) today announced that holders of the Company’s units sold in its initial public offering may elect to separately trade the shares of Class A common stock and redeemable warrants included in its units commencing on or about October 26, 2020.
The shares of Class A common stock and warrants that are separated will trade on The Nasdaq Capital Market (“Nasdaq”) under the symbols “CMLF” and “CMLFW,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “CMLFU.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Holders of the Company’s units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such units into shares of Class A common stock and redeemable warrants.
Registration statements relating to these securities became effective on September 1, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone: 877-821-7388 or by email: Prospectus_Department@Jefferies.com.
About the Company
The Company is a blank check company formed for the purpose of effecting a business combination. The Company intends to focus its search for business combination targets in three separate areas of the life sciences industry that are often fragmented – life sciences tools, synthetic biology and diagnostics. The Company, sponsored by affiliates of Casdin Capital, LLC and Corvex Management LP, is led by Chief Executive Officer Eli Casdin and Chairman Keith Meister.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
CM Life Sciences, Inc.
Alex Fisk
(212) 554-4963