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Item 5. Market for Registrant’s Common Equity

2022-03-14 compared with 2021-03-30 · 16 added, 310 removed, 0 unchanged (100% of the section changed)

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

Units began trading on Nasdaq on September 2, 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.

On October 23, 2020, we announced that holders of

the Units may elect to separately trade the Class A Common Stock and redeemable warrants included in the Units commencing

on October 26, 2020.

The Units not separated continue to trade on Nasdaq under the symbol “CMLFU.”

Any underlying

Class A Common Stock and redeemable warrants that were separated trade on Nasdaq under the symbols “CMLF”

and “CMLFW,”

respectively.

As of March 22, 2021, there was approximately

1 holder of record of our Units, approximately 1 holder of record of our separately traded Class A Common Stock, and approximately

4 holders of record of our redeemable warrants.

The number of record holders was determined from the records of our transfer agent

and does not include beneficial owners whose securities are held in the names of various security brokers, dealers, and registered

clearing agencies.

have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of

our initial Business Combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings,

if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination.

payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our board of directors

at such time.

In addition, our board of directors is not currently contemplating and does not anticipate declaring any dividends

in the foreseeable future.

Further, if we incur any indebtedness in connection with our initial Business Combination, our ability

to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Authorized for Issuance Under Equity Compensation Plans

performance graph has been omitted as permitted under rules applicable to smaller reporting companies.

Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

July 16, 2020, our Sponsor paid an aggregate of $25,000, or approximately $0.002 per share, to cover certain expenses on behalf

of the Company in exchange for issuance of 10,062,500 Founder Shares.

In August 2020, our Sponsor transferred 25,000 Founder Shares

to each of the following directors:

Leproust and Mr.

On September 1, 2020, we effected a 1:1.1 stock split

of our Class B Common Stock, resulting in our Sponsor holding an aggregate of 10,993,750 Founder Shares and there being an aggregate

of 11,068,750 Founder Shares outstanding.

The Sponsor agreed to forfeit up to an aggregate of 1,443,750 Founder Shares, on a pro

rata basis, to the extent that the option to purchase additional units is not exercised in full by the underwriters, so that the

Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering.

underwriters fully exercised their over-allotment option on September 2, 2020;

thus, those Founder Shares were no longer subject

to forfeiture.

Sponsor and certain of our independent directors purchased an aggregate of 7,236,667 Private Placement Warrants, each exercisable

to purchase one share of Class A Common Stock at $11.50 per share, at a price of $1.50 per warrant, generating gross proceeds

of $10,855,000, in a private placement that closed substantially concurrently with the closing of the Initial Public Offering.

This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

underwriting discounts or commissions were paid with respect to such sales.

September 4, 2020, the Company consummated its Initial Public Offering of 44,275,000 Units, including the issuance of 5,775,000

Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $442.75 million.

Jefferies LLC acted as the underwriter

for the Initial Public Offering.

The securities sold in the Initial Public Offering were registered under the Securities Act on

registration statements on Form S-1 (Nos.

333-246251 and 333-248541).

The registration statements became effective on September

Substantially

concurrently with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,236,667 Private

Placement Warrants, at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately

$10.86 million.

connection with the Initial Public Offering, we incurred offering costs of approximately $25.3 million (including deferred

underwriting commissions of approximately $15.5 million).

After deducting the underwriting discounts and commissions (excluding

the deferred portion, which amount will be payable upon consummation of the initial Business Combination, if consummated) and

the Initial Public Offering expenses, $442.75 million of the net proceeds from our Initial Public Offering and

certain of the proceeds from the private placement of the Private Placement Warrants (or $10.00 per Unit sold in the Initial Public

Offering) was placed in the Trust Account.

The net proceeds of the Initial Public Offering and certain proceeds from the sale

of the Private Placement Warrants are held in the Trust Account and invested as described elsewhere in this Annual Report on Form 10-K.

has been no material change in the planned use of the proceeds from the Initial Public Offering and Private Placement as is described

in the Company’s final prospectus related to the Initial Public Offering.

For a description of the use of the proceeds generated

from the Initial Public Offering, see “Item 1.

Business.”

Selected Financial Data.

financial data has been omitted as permitted under rules applicable to smaller reporting companies.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,”

“our,”

“us”

or “we”

refer to CM Life Sciences, Inc.

The following

discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with

the audited financial statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary

of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes

forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements

as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk

Factor Summary,”

“Item 1A.

Risk Factors”

and elsewhere in this Annual Report on Form 10-K, as well as those

that will be set forth in our preliminary prospectus/proxy statement to be included in a Registration Statement on Form S-4 that

we will file with the SEC relating to the proposed Sema4 Business Combination.

are a blank check company incorporated on July 10, 2020 as a Delaware corporation and formed for the purpose of effecting a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more target

We intend to effectuate our Business Combination using cash from the proceeds of our Initial Public Offering, the

sale of the Private Placement Warrants that occurred simultaneously with the completion of our Initial Public Offering and the

sale of the Forward Purchase Shares, shares issued to the owners of the target, debt issued to bank or other lenders or the owners

of the target or others, or a combination of the foregoing.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to

complete a Business Combination will be successful.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities through December 31, 2020 were

organizational activities, the consummation of the Initial Public Offering, described below, and seeking to identify a target

company for our initial Business Combination.

We do not expect to generate any operating revenues until after the completion of

our initial Business Combination.

We generate non-operating income in the form of interest income on marketable securities held

in the Trust Account.

We will incur expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses in connection with completing our initial Business Combination.

the period from July 10, 2020 (inception) through December 31, 2020, we had a net loss of $192,244, which consists of operating

costs of $206,195, offset by interest income on marketable securities held in the Trust Account of $13,951.

and Capital Resources

September 4, 2020, we consummated the Initial Public Offering of 44,275,000 Units, which included the full exercise by the underwriters

of the over-allotment option to purchase an additional 5,775,000 Units, at $10.00 per Unit, generating gross proceeds of $442,750,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 7,236,667 Private Placement Warrants

to our Sponsor at a price of $1.50 per warrant, generating gross proceeds of $10,855,000.

the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total

of $442,750,000 was placed in the Trust Account.

We incurred $24,895,463 in transaction costs, including $8,855,000 of underwriting

fees, $15,496,250 of deferred underwriting fees and $544,213 of other offering costs.

the period from July 10, 2020 (inception) through December 31, 2020, cash used in operating activities was $386,106.

of $192,244 was affected by interest earned on marketable securities held in the Trust Account of $13,951 and changes in operating

assets and liabilities, which used $179,911 of cash from operating activities.

of December 31, 2020, we had cash and marketable securities held in the Trust Account of $442,763,951.

We intend to use substantially

all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes

payable and deferred underwriting commissions) to complete our initial Business Combination.

To the extent that our capital stock

or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held

in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other

acquisitions and pursue our growth strategies.

During the period ended December 31, 2020, we did not withdraw any interest income

from the Trust Account.

of December 31, 2020, we had $1,094,681 of cash held outside of the Trust Account.

We intend to use the funds held outside the

Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,

travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners,

review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business

order to fund working capital deficiencies or finance transaction costs in connection with our initial Business Combination, our

Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as

may be required.

If we complete a Business Combination, we would repay such loaned amounts.

In the event that a Business Combination

does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no

proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants

identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination

are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to

our Business Combination.

Moreover, we may need to obtain additional financing either to complete our initial Business Combination

or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination,

in which case we may issue additional securities or incur debt in connection with such Business Combination.

Subject to compliance

with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business

If we are unable to complete our initial Business Combination because we do not have sufficient funds available to

us, we will be forced to cease operations and liquidate the Trust Account.

In addition, following our initial Business Combination,

if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Business Combination Announcement

February 10, 2021, the Company announced that it executed an Agreement and Plan of Merger (the “Merger Agreement”)

with Mount Sinai Genomics, Inc., a Delaware corporation, d/b/a Sema4 (“Sema4”) and the other parties thereto (the

transactions contemplated by the Merger Agreement, including the Merger (as defined below), the “Sema4 Business Combination”).

Specifically, the Company entered into the Merger Agreement with Sema4 and S-IV Sub, Inc., a Delaware corporation and a direct,

wholly-owned subsidiary of the Company (“Merger Sub”).

Pursuant to the terms of the Merger Agreement, CMLS will acquire

Sema4 through the merger of Merger Sub with and into Sema4, with Sema4 surviving as a wholly-owned subsidiary of CMLS (the “Merger”)

Sema4 Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval

by CMLS’s stockholders and the satisfaction of certain other customary closing conditions.

the effective time of the Merger (the “Effective Time”), each share of Sema4 class B common stock, par value $0.00001

per share (“Sema4 Class B Common Stock”) issued and outstanding as of immediately prior to the Effective Time will

be converted into 1/100th of a share of Sema4 class A common stock, par value $0.00001 per share (“Sema4 Class A Common

Stock”, together with Sema4 Class B Common Stock, “Sema4 Common Stock”) in accordance with Sema4’s organizational

thereafter, each share of Sema4 Common Stock and Sema4’s series A-1 preferred stock, series A-2 preferred stock, series

B preferred stock and series C preferred stock (collectively, “Sema4 Capital Stock”) issued and outstanding immediately

prior to the Effective Time (other than Excluded Shares and Dissenting Shares (each as defined in the Merger Agreement)) will

be converted into the right to receive a portion of the total closing merger consideration, with each Sema4 stockholder being

entitled to receive the following:

such stockholder has made a cash election as set forth and in accordance with the terms

of the Merger Agreement, a portion of the specified aggregate amount of cash consideration

payable under the terms of the Merger Agreement (such aggregate amount not to exceed

$343,000,000) and pursuant to the terms of such stockholder’s cash election;

number of shares of common stock, par value $0.0001 per share, of CMLS (the “Common

Stock”) equal to the quotient of:

(i) (A) the product of (x) such stockholder’s

total shares of Sema4 Capital Stock multiplied by (y) the per share amount calculated

in accordance with the Merger Agreement minus (B) the amount of cash

payable to such stockholder pursuant to its cash election, if any, divided by (ii) $10.

addition, at the Effective Time, each outstanding option to purchase Sema4 Capital Stock, each outstanding and unsettled restricted

stock unit in respect of shares of Sema4 Capital Stock and each outstanding stock appreciation right will be rolled over into

options to purchase Common Stock, restricted stock units in respect of Common Stock and stock appreciation rights in respect of

Common Stock, all as further set forth in and in accordance with the terms of the Merger Agreement.

addition to the payment of cash, issuance of Common Stock and rollover of other Sema4 equity awards described above as of the

Effective Time, in the event that the closing sale price of Common Stock exceeds certain price thresholds for 20 out of any 30

consecutive trading days during the period of time commencing upon the expiration of the lock-up period applicable to the Sponsor

under the Letter Agreement, dated as of August 27, 2021, by and among the Company, Sponsor and each of the executive officers

and directors of the Company and ending on the second anniversary of the closing of the Merger, an additional number of shares

equal to an amount up to an aggregate of 11% of the shares of Common Stock that would have been issuable upon closing of the Merger

to the stockholders of the Company if no cash elections were made and the closing cash payment amount under the Merger Agreement

was $0.00 (the “Earn-Out Shares”) shall become issuable, in accordance with the terms of the Merger Agreement following

the achievement of those certain price thresholds, to the stockholders of Sema4 as of immediately prior to the closing of the

provided that the board of directors of Sema4 (or a duly authorized committee thereof) may, prior to the closing

of the Merger, allocate a portion of such Earn-Out Shares to be issued to service providers of Sema4 in the form of restricted

stock units of the Company.

Sheet Financing Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2020.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often

referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet

arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities,

guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as

described below.

underwriters are entitled to a deferred fee of $0.35 per Unit, or $15,496,250 in the aggregate.

The deferred fee will become payable

to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,

subject to the terms of the underwriting agreement.

addition, we entered into separate forward purchase agreements with affiliates of the Sponsor, Casdin and Corvex, in their capacities

as investment advisors on behalf of one or more investment funds, clients or accounts managed by the Clients, pursuant to which,

subject to the conditions described below, they will cause the Clients to purchase from us up to an aggregate amount of 15,000,000

Forward Purchase Shares, for $10.00 per Forward Purchase Share, or an aggregate amount of up to $150,000,000, in a private placement

that will close concurrently with the closing of a Business Combination.

The amount of Forward Purchase Shares sold pursuant to

the forward purchase agreements will be determined at our discretion based on our needs for additional capital to consummate a

Business Combination.

Under each forward purchase agreement, we are required to approach Casdin and Corvex if it proposes to raise

additional capital by issuing any equity, or securities convertible into, exchangeable or exercisable for equity securities in

connection with a Business Combination.

The respective obligations of Casdin and Corvex to purchase Forward Purchase Shares will,

among other things, be conditioned on us completing a Business Combination with a company engaged in a business that is within

the investment objectives of the Clients purchasing Forward Purchase Shares and on the Business Combination (including the target

assets or business, and the terms of the Business Combination) being reasonably acceptable to such Clients as determined by Casdin

or Corvex, as relevant, as investment advisors on behalf of such Clients.

Each of Casdin and Corvex will have the right to transfer

a portion of its purchase obligation under the forward purchase agreement to third parties, or upon mutual agreement to each other,

subject to compliance with applicable securities laws.

To the extent that we obtain alternative financing to fund the initial

Business Combination and the Clients participate in such financing, the aggregate commitment under the forward purchase agreement

will be reduced by the amount of such alternative financing.

Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the

United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

We have identified the following critical

accounting policies:

A Common Stock Subject to Possible Redemption

account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification

(“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Class A Common stock subject to mandatory

redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including

common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the

occurrence of uncertain events not solely within our control) is classified as temporary equity.

At all other times, common stock

is classified as stockholders’

Our common stock features certain redemption rights that are considered to be outside

of our control and subject to occurrence of uncertain future events.

Accordingly, Class A common stock subject to possible redemption

is presented as temporary equity, outside of the stockholders’

equity section of our balance sheet.

Income (Loss) Per Common Share

apply the two-class method in calculating earnings per share.

Net income per common share, basic and diluted for Class A

redeemable common stock is calculated by dividing the interest income earned on the Trust Account, net of applicable franchise

and income taxes, by the weighted average number of Class A redeemable common stock outstanding for the period.

per common share, basic and diluted for Class B non-redeemable common stock is calculated by dividing the net income, less

income attributable to Class A redeemable common stock, by the weighted average number of Class B non-redeemable common

stock outstanding for the period presented.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on our financial statements.

Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain

reporting requirements for qualifying public companies.

We will qualify as an “emerging growth company”

the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not

publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we

may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required

for non-emerging growth companies.

As a result, our financial statements may not be comparable to companies that comply with new

or revised accounting pronouncements as of public company effective dates.

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,”

we choose to rely on

such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s

attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the

compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and

Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation

or a supplement to the independent registered public accounting firm’s report providing additional information about the

audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related

items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to

median employee compensation.

These exemptions will apply for a period of five years following the completion of the Initial Public

Offering or until we are no longer an “emerging growth company,”

whichever earlier.

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

Market Information

Since July 23, 2021, our Class A common stock and public warrants have been listed on the Nasdaq Global Select Market under the symbols “SMFR” and “SMFRW”, respectively.

Prior to our business combination, CMLS’s Class A common stock, CMLS’s public warrants, and CMLS’s public units were listed on the Nasdaq Capital Market under the symbols “CMLF”, “CMFLW”, and “CMLFU” respectively.

As of March 7, 2022, there were 77 record holders of our Class A common stock and 5 record holders of our public warrants, based upon information received from our transfer agent.

However, this number does not reflect beneficial owners whose shares were held of record by nominees or broker dealers.

We believe a substantially greater number of beneficial owners hold shares of our Class A common stock or public warrants through brokers, banks, or other nominees.

Dividend Policy

We have never paid any cash dividends on our capital stock.

We anticipate that we will retain earnings, if any, to support operations and to finance the growth and development of our business.

In addition, the terms of the revolving credit facility with Silicon Valley Bank, or SVB, precludes us from paying cash dividends without the prior written consent of SVB.

Therefore, we do not expect to pay cash dividends for the foreseeable future.

Stock Performance Graph

Not applicable.

Sale of Unregistered Securities

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity