Standard BioTools Inc. Files 8-K with Key Corporate Updates

TL;DR

Standard BioTools (LAB) filed an 8-K detailing material agreements, equity sales, and leadership changes.

AI Summary

Standard BioTools Inc. announced on March 18, 2024, several key events including entering into a material definitive agreement, unregistered sales of equity securities, and changes in its board and officer composition. The company also amended its articles of incorporation and bylaws, and provided a Regulation FD disclosure. These events are detailed in their Form 8-K filing.

Why It Matters

This 8-K filing signals significant corporate actions and potential shifts in the company's structure and financial activities, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and material definitive agreements, which can introduce financial and operational risks.

Key Players & Entities

• STANDARD BIOTOOLS INC. (company) — Filer
• FLUIDIGM CORP (company) — Former Company Name
• March 18, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value per share LAB Nasdaq Glob

Filing Documents

• tm249061d1_8k.htm (8-K) — 36KB
• tm249061d1_ex3-1.htm (EX-3.1) — 9KB
• tm249061d1_ex3-2.htm (EX-3.2) — 9KB
• tm249061d1_ex10-1.htm (EX-10.1) — 100KB
• tm249061d1_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-24-035297.txt ( ) — 368KB
• lab-20240318.xsd (EX-101.SCH) — 3KB
• lab-20240318_lab.xml (EX-101.LAB) — 33KB
• lab-20240318_pre.xml (EX-101.PRE) — 22KB
• tm249061d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 18, 2024, Standard BioTools Inc. (the "Company") entered into an exchange agreement (the "Exchange Agreement") with Casdin Private Growth Equity Fund II, L.P., Casdin Partners Master Fund, L.P., Viking Global Opportunities Illiquid Investments Sub-Master LP and Viking Global Opportunities Drawdown (Aggregator) LP (each, an "Investor" and, collectively, the "Investors"). Pursuant to the Exchange Agreement, the Investors exchanged (the "Exchange") an aggregate of (i) 127,780 shares of Series B-1 Convertible Preferred Stock, par value $0.001 per share (the "Series B-1 Preferred Stock"), and (ii) 127,779 shares of Series B-2 Convertible Preferred Stock, par value $0.001 per share (the "Series B-2 Preferred Stock" and, together with the Series B-1 Preferred Stock, the "Series B Preferred Stock"), representing all of the outstanding shares of Series B Preferred Stock, for an aggregate of 92,930,553 shares of common stock, par value $0.001 per share (the "Common Stock") issued by the Company. The Exchange was completed on March 18, 2024. Following the closing of the Exchange, no shares of Series B Preferred Stock remain outstanding. A special committee of the Board of Directors of the Company (the "Board"), consisting entirely of independent directors, unanimously approved the transactions contemplated by the Exchange Agreement. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified by reference to the full text of the Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 hereof is incorporated herein by reference. The shares of Common Stock received by the Investors in the Exchange were issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Prior to the closing of the Exchange, two of the Company's directors, Eli Casdin and Fenel Eloi, were elected solely by the holders of the Series B Preferred Stock and, as such, were not assigned to classes within the Company's classified Board structure. On March 18, 2024, upon the effectiveness of the Certificates of Elimination (as defined and described below) following the closing of the Exchange, all stockholders will be entitled to vote on the election of those two directors. The Board has assigned Mr. Casdin to Class I, with a term expiring 2026, and assigned Mr. Eloi to Class II, with a term expiring in 2024, each pursuant to ARTICLE V of the Company's Eighth Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation").

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 March 18, 2024, following the closing of the Exchange, the Company filed a Certificate of Elimination of Series B-1 Convertible Preferred Stock and a Certificate of Elimination of Series B-2 Convertible Preferred Stock (together, the "Certificates of Elimination") with the Secretary of State of the State of Delaware. The Certificates of Elimination became effective upon filing and had the effect of (i) eliminating from the Certificate of Incorporation all matters set forth in the Company's certificates of designations with respect to each series of Series B Preferred Stock (collectively, the "Certificates of Designations") and (ii) eliminating and restoring to the status of authorized but unissued shares of undesignated preferred stock under the Certificate of Incorporation all authorized shares of the Series B Preferred Stock. The filings of the Certificates of Elimination were authorized by the Board in accordance with the General Corporation Law of the State of Delaware. The foregoing description of the Certificates of Elimination is qualified in its entirety by reference to the full texts of the Certificates of Elimination, copies of which are filed as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 18, 2024, the Company issued a press release entitled "Standard BioTools Announces Retirement of All Outstanding Series B Convertible Preferred Stock". A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Elimination of Series B-1 Convertible Preferred Stock. 3.2 Certificate of Elimination of Series B-2 Convertible Preferred Stock. 10.1 Exchange Agreement, dated March 18, 2024, by and between Standard BioTools Inc. and the Investors. 99.1 Press Release dated March 18, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) In accordance with General Instruction B.2 on Form 8-K, the information set forth in Item 7.01 hereof and in Exhibit 99.1 is "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 18, 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