Standard BioTools Inc. Files Amendment to 2023 10-K Report

TL;DR

<b>Standard BioTools Inc. is filing an amendment to its 2023 10-K to include omitted Part III information and updated certifications.</b>

AI Summary

STANDARD BIOTOOLS INC. (LAB) filed a Amended Annual Report (10-K/A) with the SEC on April 26, 2024. Standard BioTools Inc. filed an amendment (10-K/A) to its 2023 annual report on April 26, 2024. The amendment was filed to include information required by Part III of the Form 10-K. This information was intentionally omitted from the original 10-K filed on March 1, 2024. The company is filing this amendment because its definitive proxy statement will not be filed within 120 days of the fiscal year end. The amendment also updates the exhibit list and includes new Section 302 certifications.

Why It Matters

For investors and stakeholders tracking STANDARD BIOTOOLS INC., this filing contains several important signals. The company is providing information that was initially excluded from its annual report, indicating a procedural adjustment to meet SEC filing requirements. This amendment ensures compliance with regulations regarding the timely filing of proxy statement information, which is crucial for investor transparency.

Risk Assessment

Risk Level: low — STANDARD BIOTOOLS INC. shows low risk based on this filing. The risk is low as this is a procedural amendment to include previously omitted information and updated certifications, not a reflection of new negative developments.

Analyst Insight

Monitor future filings for the content of the Part III information and the implications of the updated certifications.

Key Numbers

• 2023 — Fiscal Year End (The fiscal year covered by the amended 10-K report.)
• 10-K/A — Filing Type (Amendment to the Annual Report on Form 10-K.)
• March 1, 2024 — Original Filing Date (Date the initial 10-K was filed.)
• April 26, 2024 — Amendment Filing Date (Date this amendment was filed.)

Key Players & Entities

• Standard BioTools Inc. (company) — Filer of the 10-K/A amendment
• Securities and Exchange Commission (regulator) — Received the 10-K/A filing
• March 1, 2024 (date) — Date of original 10-K filing
• April 26, 2024 (date) — Date of the 10-K/A filing
• December 31, 2023 (date) — Fiscal year end for the original 10-K
• Section 302 (regulation) — Sarbanes-Oxley Act certifications included in the amendment

FAQ

Industry Context

Standard BioTools Inc. operates in the biotechnology tools sector, providing instruments and consumables for life science research and clinical diagnostics.

Regulatory Implications

The filing adheres to SEC regulations for annual reports (Form 10-K) and amendments (10-K/A), including requirements for Part III information and Sarbanes-Oxley Act certifications.

What Investors Should Do

1. Review the content of the Part III information now included in the amended filing.
2. Examine the updated Section 302 certifications for any significant changes or implications.
3. Track the filing of the definitive proxy statement to understand its relationship with the Part III information.

Key Dates

• 2024-03-01: Original 10-K Filing — Initial annual report filing for fiscal year 2023.
• 2024-04-26: 10-K/A Filing — Amendment filed to include Part III information and updated certifications.

Year-Over-Year Comparison

This filing is an amendment to the original 10-K filed on March 1, 2024, specifically to add Part III information and updated certifications that were intentionally omitted.

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share LAB The Nasdaq Gl

Filing Documents

• tm2412575d1_10ka.htm (10-K/A) — 695KB
• tm2412575d1_ex10-96.htm (EX-10.96) — 20KB
• tm2412575d1_ex31-1.htm (EX-31.1) — 3KB
• tm2412575d1_ex31-2.htm (EX-31.2) — 3KB
• tm2412575d1_10kaimg001.jpg (GRAPHIC) — 4KB
• 0001104659-24-053067.txt (&nbsp;) — 1026KB
• lab-20231231.xsd (EX-101.SCH) — 3KB
• lab-20231231_lab.xml (EX-101.LAB) — 36KB
• lab-20231231_pre.xml (EX-101.PRE) — 24KB
• tm2412575d1_10ka_htm.xml (XML) — 8KB

Forward-looking Statements

Forward-looking Statements This Amendment contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future cash flow, revenue, sources of revenue and results of operations, cost of product revenue and product margin, operating and other expenses, unit sales and the selling prices of our products, business strategies, financing plans, expansion of our business, investments to expand our customer base, plans for our products, competitive position, industry environment, potential growth opportunities, market growth expectations, the effects of competition, cost structure optimization, acceleration of growth, potential merger and acquisition (M&A) activity and restructuring plans (including expense reduction activities involving potential subleasing and talent relocation plans, modifications to the scope of the company's proteomic and genomics businesses and discontinuing of certain product lines) and our expectations regarding the benefits and integration of acquired businesses and/or products (including in connection with our merger with SomaLogic, Inc. in January 2024). Forward-looking statements include statements that are not historical facts and can be identified by terms such as "anticipates," "believes," "could," "seeks," "estimates," "expects," "intends," "may," "plans," "potential," "predicts, "projects," "should," "will," "would," or similar expressions and the negatives of those terms.

Forward-looking statements

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in the section entitled "Risk Factors" in the Original 10-K and elsewhere in the Original 10-K. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Forward-looking statements

Forward-looking statements represent our management's beliefs and assumptions only as of the date of this Amendment. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. You should read this Amendment completely and with the understanding that our actual future results may be materially different from what we expect. Unless the context requires otherwise, references in this Amendment to "Standard BioTools," the "Company," "we," "us," and "our" refer to Standard BioTools Inc. and its subsidiaries. ii STANDARD BIOTOOLS INC. FISCAL YEAR 2023 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS Page PART III ITEM 10. Directors, Executive Officers and Corporate Governance 1 ITEM 11.

Executive Compensation

Executive Compensation 8 ITEM 12.

Security Ownership of

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 17 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 20 ITEM 14. Principal Accounting Fees and Services 22 PART IV ITEM 15. Exhibits, Financial 23 ITEM 16. Form 10-K Summary 23 INDEX TO EXHIBITS 24

SIGNATURES

SIGNATURES 36 iii PART III

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Corporate Governance Principles Our board of directors (the "Board") has adopted a set of principles that establish the corporate governance policies pursuant to which the Board intends to conduct its oversight of our business in accordance with its fiduciary responsibilities. Among other things, these corporate governance principles address the establishment and operation of Board committees, the role of our chairman, and matters relating to director independence and performance assessments. Our corporate governance principles can be found on our website at https://investors.StandardBio.com by clicking on Governance — Governance Overview. Role and Composition of the Board As identified in our corporate governance principles, the role of our Board is to oversee the performance of our Chief Executive Officer ("CEO") and other senior management. Our Board is responsible for hiring, overseeing, and evaluating management, while management is responsible for running our day-to-day operations. Our Board currently has seven members and is divided into three staggered classes of directors. The following table sets forth the names, ages as of April 10, 2024, and certain other information for each of our current directors: Name Class Age Position Director Since Current Term Expires Michael Egholm, Ph.D. I 61 President, CEO and Director 2022 2026 Thomas Carey (3) I 62 Chairman 2024 2026 Eli Casdin (1)(3) I 51 Director 2022 2026 Troy Cox (1)(2) II 59 Director 2024 2024 Fenel M. Eloi (2) II 66 Director 2023 2024 Kathy Hibbs (2) (3) III 60 Director 2024 2025 Frank Witney, Ph.D. (1)(2) III 70 Director 2022 2025 (1) Member of our Human Capital Committee. (2) Member of our Audit Committee. (3) Member of our Nominating and Corporate Governance Committee. At each annual meeting of stockholders, a class of direc

financial statements and our major critical accounting policies and practices;

financial statements and our major critical accounting policies and practices; review management's assessment of our internal controls; and review the adequacy and effectiveness of our internal control policies and procedures. Human Capital Committee . Our Human Capital Committee met five (5) times during fiscal 2023. Our Human Capital Committee is currently chaired by Dr. Witney. The current members of the committee are Dr. Witney, Mr. Casdin and Mr. Cox. During the period from January 1, 2023 through March 15, 2023, the Human Capital Committee consisted of Gerhard Burbach (chair), Bill Colston and Dr. Madaus. On March 15, 2023, Mr. Colston resigned from the Board and all committees and Carlos Paya, M.D., Ph.D. filled the vacancy caused by his resignation. From March 15, 2023 through June 14, 2023, the Human Capital Committee consisted of Mr. Burbach (chair), Dr. Madaus and Dr. Paya. On June 14, 2023, Mr. Burbach resigned from the Board and all committees. On June 16, 2023, Dr. Paya resigned from the committee and Mr. Casdin and Dr. Witney joined the committee. From June 16, 2023 through December 31, 2023, the Human Capital Committee consisted of Dr. Madaus (chair), Mr. Casdin and Dr. Witney. Each member of the Human Capital Committee is an independent director under the applicable rules and regulations of the SEC and Nasdaq. Furthermore, if required to ensure compliance with Rule 16b-3 under the Exchange Act, a subcommittee of the Human Capital Committee or the Board considers and approves the grant of equity awards to our executive officers. The Human Capital Committee oversees our corporate compensation programs and is authorized to, among other things: review and approve, or make recommendations to the Board to approve, the compensation and benefits of our CEO and other executive officers; review and approve, or make recommendations to the Board to approve, our corporate goals and objectives relevant to the compensation of our CEO; provide oversight

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View this 10-K/A filing on SEC EDGAR