Standard BioTools 8-K Signals Potential M&A Activity

TL;DR

**Standard BioTools just filed an 8-K hinting at a potential acquisition or major corporate event.**

AI Summary

Standard BioTools Inc. filed an 8-K on January 5, 2024, reporting an event that occurred on January 4, 2024. This filing indicates the company is simultaneously satisfying filing obligations under Rule 425 and Rule 14a-12, which typically relate to written communications and soliciting materials for business combinations. This matters to investors because it signals potential significant corporate actions, such as an acquisition or a major change in company structure, which could impact the stock's future valuation and strategic direction.

Why It Matters

This filing suggests Standard BioTools Inc. is engaged in activities that require specific communications related to business combinations, which could lead to significant changes for the company and its shareholders.

Risk Assessment

Risk Level: medium — The filing indicates potential significant corporate actions, which inherently carry both opportunities and risks for investors, making the situation moderately uncertain.

Analyst Insight

Investors should monitor for subsequent filings or press releases from Standard BioTools Inc. for specific details regarding the nature of the corporate event, as this 8-K signals significant changes are underway that could impact valuation.

Key Players & Entities

• Standard BioTools Inc. (company) — the registrant filing the 8-K
• January 4, 2024 (date) — date of earliest event reported
• January 5, 2024 (date) — date the 8-K was filed
• Rule 425 (other) — Securities Act rule for written communications
• Rule 14a-12 (other) — Exchange Act rule for soliciting material

Forward-Looking Statements

• Standard BioTools Inc. will announce details of an acquisition or disposition of assets. (Standard BioTools Inc.) — medium confidence, target: Q1 2024
• There will be changes to the board of directors or executive officers at Standard BioTools Inc. (Standard BioTools Inc.) — low confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share LAB Nasdaq Global Select Ma
• $0.0001 — of common stock of SomaLogic, par value $0.0001 per share ("SomaLogic Common Stock"), w

Filing Documents

• tm2333984d3_8k.htm (8-K) — 74KB
• tm2333984d3_ex3-1.htm (EX-3.1) — 5KB
• tm2333984d3_ex10-1.htm (EX-10.1) — 130KB
• tm2333984d3_ex99-1.htm (EX-99.1) — 14KB
• tm2333984d3_ex99-2.htm (EX-99.2) — 16KB
• 0001104659-24-001640.txt ( ) — 455KB
• lab-20240104.xsd (EX-101.SCH) — 3KB
• lab-20240104_lab.xml (EX-101.LAB) — 33KB
• lab-20240104_pre.xml (EX-101.PRE) — 22KB
• tm2333984d3_8k_htm.xml (XML) — 3KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On January 5, 2024, Standard BioTools Inc. ("Standard BioTools" or the "Company") completed the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of October 4, 2023 (the "Merger Agreement"), by and among the Company, SomaLogic, Inc., a Delaware corporation ("SomaLogic"), and Martis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub merged with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of Standard BioTools (the "Merger"). At the consummation of the Merger, each issued and outstanding share of common stock of SomaLogic, par value $0.0001 per share ("SomaLogic Common Stock"), was converted into the right to receive 1.11 (the "Exchange Ratio") shares of common stock of Standard BioTools, par value $0.001 per share ("Standard BioTools Common Stock"), and cash in lieu of fractional shares. In addition, as of the effective time of the Merger, Standard BioTools assumed each SomaLogic stock incentive plan, each outstanding option to purchase shares of SomaLogic Common Stock (the "Options") and each outstanding restricted stock unit convertible into shares of SomaLogic Common Stock (the "RSUs," and together with the Options, the "Equity Awards"), whether vested or unvested. Each such Equity Award assumed by Standard BioTools will continue to have, and be except that (A) each such Option will be exercisable for that number of shares of Standard BioTools Common Stock equal to the number of shares of SomaLogic Common Stock subject to such Option immediately prior to the effective time of the Merger multiplied by the Exchange Ratio and rounded down to the next nearest share of Standard BioTools Common Stock, (B) the exercise price p

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 4, 2024, the Company filed a Certificate of Amendment to its Eighth Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to increase the total number of shares of Standard BioTools Common Stock authorized for issuance thereunder from 400,000,000 shares to 600,000,000 shares (the "Charter Amendment"). As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by the Company's stockholders at the Special Meeting. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On January 4, 2024, the Company held a virtual special meeting of its stockholders (the "Special Meeting") to vote on the proposals identified in the Joint Proxy Statement/Prospectus. At the close of business on November 29, 2023, the record date for the Special Meeting (the "Standard BioTools Record Date"), there were 80,030,193 shares of Standard BioTools Common Stock and 255,559 shares of Standard BioTools' Series B Preferred Stock (consisting of Standard BioTools' Series B-1 preferred stock, par value $0.001 per share, and Standard BioTools' Series B-2 preferred stock, par value $0.001 per share) issued and outstanding and entitled to vote . On an as converted basis, the latter equals 75,164,397 shares of Standard BioTools Common Stock, which means there was a total number of possible voting shares equal to 155,194,590 shares as of the Standard BioTools Record Date. The holders of 56,144,781 shares of the Company's capital stock (representing a total of 131,053,619 votes (including votes associated with the Series B Preferred Stock)), or approximately 69.93% of the shares of the Company's capital stock issued and outstanding and entitled to vote at the Special Meeting (representing 84.44% of the total voting power) were represented in person or by proxy at the Special Meeting. The following proposals are described in detail in the Joint Proxy Statement/Prospectus. The final voting results for each of the matters submitted to a vote of the Company's stockholders at the Special Meeting are set forth below: Proposal 1. To approve the issuance of shares of Standard BioTools Common Stock in connection with the Merger and in accordance with Nasdaq Listing Rule 5635(a) (the "Standard BioTools Share Issuance Proposal"). Votes For Votes Against Abstentions Broker Non-Votes 125,739,416 5,186,617 127,586 None Proposal 2. To approve the Charter Amendment (the "Standard BioTools Charter Amendment

01 Other Events

Item 8.01 Other Events. On January 4, 2024, the Company issued a press release announcing that its stockholders voted to approve all proposals required to be approved in connection with the Merger and, on January 5, 2024, the Company issued a press release announcing the completion of the Merger. Copies of the press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Pro Forma Financial Information The financial information required by this Item 9.01 is not being filed herewith. It will be filed not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit No. Description 2.1 * Agreement and Plan of Merger, by and among Standard BioTools Inc., SomaLogic, Inc. and Martis Merger Sub, Inc., dated as of October 4, 2023 (incorporated by reference to Exhibit 2.1 to Standard BioTools' Current Report on Form 8-K, filed with the Commission on October 4, 2023). 3.1 Second Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation, as amended, of Standard BioTools Inc., as filed with the Secretary of State of the State of Delaware on January 4, 2024. 10.1+ Standard BioTools Inc. Amended and Restated 2011 Equity Incentive Plan. 99.1 Press Release, dated January 4, 2024. 99.2 Press Release, dated January 5, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. + Management compensation plan or arrangement. 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. Date: January 5, 2024 STANDARD BIOTOOLS INC. By: /s/ Jeffrey Black Name: Jeffrey Black Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR