SEC Info - Standard Biotools Inc. - ‘S-3’ on 1/19/24

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		Alternative Formats (Word, et al.) About This Prospectus Cautionary Statement Regarding Forward-Looking Statements Description of the Plans Experts Incorporation of Certain Documents by Reference Legal Matters Plan of Distribution Power of Attorney (included on the signature page to this registration statement) Prospectus Summary Risk Factors Use of Proceeds U.S. Federal Income Tax Information Where You Can Find More Information
1	1st Page – Filing Submission
"	About This Prospectus
"	Prospectus Summary
"	Risk Factors
"	Cautionary Statement Regarding Forward-Looking Statements
"	Description of the Plans
"	U.S. Federal Income Tax Information
"	Use of Proceeds
"	Plan of Distribution
"	Legal Matters
"	Experts
"	Where You Can Find More Information
"	Incorporation of Certain Documents by Reference
"	Power of Attorney (included on the signature page to this registration statement)

SomaLogic, Inc. 2009 Equity Incentive Plan
SomaLogic, Inc. 2017 Equity Incentive Plan
SomaLogic, Inc. 2021 Omnibus Incentive Plan

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of Securities Act. ¨

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

10,837,152 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF AWARDS
under the
SOMALOGIC, INC. 2009 EQUITY INCENTIVE PLAN
SOMALOGIC, INC. 2017 EQUITY INCENTIVE PLAN
SOMALOGIC, INC. 2021 OMNIBUS INCENTIVE PLAN
NON-STATUTORY STOCK OPTION AGREEMENT, DATED JUNE 6, 2014
NON-STATUTORY STOCK OPTION AGREEMENT, DATED NOVEMBER 19, 2018
NON-STATUTORY STOCK OPTION AGREEMENT, DATED SEPTEMBER 1, 2020
NON-STATUTORY STOCK OPTION AGREEMENT, DATED AUGUST 6, 2021
NON-STATUTORY STOCK OPTION AGREEMENT, DATED AUGUST 20, 2021

This prospectus is related to the 10,837,152 shares of common stock, $0.001 par value per share (the “Standard BioTools Common Stock” or “Common Stock”), of Standard BioTools Inc., a Delaware corporation (“Standard BioTools” or the “Company”), that may be issued upon the exercise of stock options granted under certain equity plans of SomaLogic, Inc., a Delaware corporation (“SomaLogic”), to former directors, employees and consultants of SomaLogic, as more fully described herein.

The exercise price of the shares of Standard BioTools Common Stock issuable upon the exercise of any stock option was determined at the time of grant of each stock option. A description of the relevant equity plans begins on page 5 of this prospectus.

The shares of Standard BioTools Common Stock are listed on The Nasdaq Global Select Market under the symbol “LAB.” On January 18, 2024, the last reported sale price of the Standard BioTools Common Stock on The Nasdaq Global Select Market was $2.29 per share.

Investing in these securities involves risks. You should read carefully this prospectus, the documents incorporated by reference in this prospectus and any prospectus supplement before you invest. Please carefully read the information under the headings “Risk Factors” beginning on page 3 of this prospectus and “Item 1A – Risk Factors” of our most recent report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q, that are incorporated by reference in this prospectus before you invest in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”).

On January 5, 2024 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated October 4, 2023 (the “Merger Agreement”), by and among the Company, SomaLogic, and Martis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into SomaLogic, with SomaLogic becoming a wholly owned subsidiary of the Company (the “Merger”). References in this prospectus to “we,” “us,” “our” or “Standard BioTools” are references to the Company and its consolidated subsidiaries, including SomaLogic, unless the context otherwise requires.

Pursuant to the Merger Agreement, at the Effective Time of the Merger, Standard BioTools assumed the SomaLogic 2009 Equity Incentive Plan (the “2009 Plan”), the SomaLogic 2017 Equity Incentive Plan (the “2017 Plan”) and the SomaLogic 2021 Omnibus Incentive Plan (the “2021 Plan,” and each, a “SomaLogic Plan,” and collectively, the “SomaLogic Plans”) and each stock option under the SomaLogic Plans or granted outside of the SomaLogic Plans, whether or not issued under a SomaLogic Plan, to the extent then outstanding and unexercised (each, a “SomaLogic Stock Option”). Standard BioTools does not plan to issue new awards under any of the SomaLogic Plans. Each SomaLogic Stock Option assumed by the Company was converted into a stock option to acquire shares of Standard BioTools Common Stock. As of the Effective Time, the number of shares of Standard BioTools Common Stock underlying each such assumed SomaLogic Stock Option was equal to the product of (i) the number of shares of SomaLogic common stock underlying the applicable SomaLogic Stock Option immediately prior to the Effective Time multiplied by (ii) 1.11 (the “Exchange Ratio”), with the resulting number of shares of Standard BioTools Common Stock rounded down to next the nearest whole share, and the exercise price per share of each such assumed SomaLogic Stock Option equal to (a) the per share exercise price applicable to such SomaLogic Stock Option immediately prior to the Effective Time divided by (b) the Exchange Ratio, with the resulting exercise price per share rounded up to the next nearest whole cent. Except as noted above, each assumed and converted SomaLogic Stock Option will continue to be governed by substantially the same terms and conditions as were applicable to such SomaLogic Stock Option immediately prior to the Effective Time.

A number of SomaLogic Stock Options issued prior to the Merger to individuals who were eligible participants of the SomaLogic Plans at the time of grant but who were no longer employed by, or no longer provided service to, SomaLogic at the Effective Time remained outstanding as of the Effective Time and were so assumed and converted by the Company (the “Former Service Provider Awards”). Along with other outstanding awards, the Former Service Provider Awards continue to be governed by the terms of the applicable SomaLogic Plan and the specific terms and conditions under which such awards were granted, except for modifications to the number of shares and exercise price for the assumed awards as a result of application of the Exchange Ratio conversion formula discussed above. This registration statement registers the Standard BioTools Common Stock to be issued upon the exercise of stock options covered by the Former Service Provider Awards so assumed by the Company.

This prospectus provides you with a general description of the relevant information with respect to Former Service Provider Awards issued under the SomaLogic Plans. Statements contained herein concerning the provisions of certain documents are necessarily summaries of such documents, and each statement is qualified in its entirety by reference to the copy of the applicable document filed with the SEC.

You should read this prospectus, any prospectus supplement to this prospectus, any documents that we incorporated by reference in this prospectus and any prospectus supplement and the additional information described below under “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” before making an investment decision. You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information in this prospectus, any accompanying prospectus supplement or any documents we incorporate by reference in this prospectus and any prospectus supplement is accurate as of any date other than the date on the front of those documents. Our business, financial condition, results of operations and prospects may have changed since that date.

PROSPECTUS SUMMARY

Company Overview

Standard BioTools is driven by a bold purpose — unleashing tools to accelerate breakthroughs in human health. Standard BioTools has an established portfolio of essential, standardized next-generation high resolution technologies that assist biomedical researchers to develop medicines faster and better. Standard BioTools’ tools are designed to provide reliable and repeatable insights in health and disease using its proprietary mass cytometry and microfluidics technologies, which are useful in proteomics and genomics that help transform scientific discoveries into better patient outcomes. Standard BioTools works with leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide, focusing on the most pressing needs in translational and clinical research, including oncology, immunology, and immunotherapy.

Background on the Merger

On October 4, 2023, Standard BioTools entered into the Merger Agreement with SomaLogic and Merger Sub, pursuant to which, at the Effective Time, among other matters, Merger Sub merged with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of Standard BioTools. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of common stock, par value $0.0001 per share (“SomaLogic Stock”), converted into the right to receive 1.11 shares of Standard BioTools Common Stock, pursuant to the Exchange Ratio. At the Effective Time, SomaLogic’s common stockholders owned approximately 57%, and Standard BioTools’ common stockholders owned approximately 43%, of the outstanding shares of common stock of the combined company on a fully diluted basis.

In addition, as of the Effective Time, Standard BioTools assumed the SomaLogic Plans and outstanding SomaLogic Stock Options and restricted stock units convertible into shares of SomaLogic Stock (“SomaLogic RSUs” and together with the SomaLogic Stock Options, the “Equity Awards”), whether vested or unvested. Each such Equity Award so assumed by the Company continued to have, and be subject to, the same terms and conditions applicable to such Equity Award immediately prior to the Effective Time, except that (A) such SomaLogic Stock Option is now exercisable for that number of shares of Standard BioTools Common Stock equal to the number of shares of SomaLogic Stock subject to such SomaLogic Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the next nearest share of Standard BioTools Common Stock, (B) the exercise price per share is now the exercise price per share in effect for that SomaLogic Stock Option immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the next nearest cent and (C) such SomaLogic RSU vested for that number of shares of Standard BioTools Common Stock equal to the number of shares of SomaLogic Stock subject to such SomaLogic RSU immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded to the next nearest share of Standard BioTools Common Stock. In addition, as of the Effective Time, each SomaLogic warrant, each exercisable for one share of SomaLogic Stock, was treated in accordance with its terms and each warrant will convert into the right to receive, upon exercise of such Warrant, the number of shares of Standard BioTools Common Stock equal to multiplying the number of shares of common stock of SomaLogic subject to such warrant by the Exchange Ratio.

Corporate History and Information

We were incorporated in California in May 1999 as “Mycometrix Corporation”, changed our name to “Fluidigm Corporation” in April 2001, reincorporated in Delaware in July 2007, and subsequently changed our name to “Standard BioTools Inc.” in April 2022.

Our principal executive offices are located at 2 Tower Place, South San Francisco, California 94080. Our telephone number is (650) 266-6000.

We make available on our website, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our SEC reports can be accessed through the investor relations page of our website. The SEC also maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Stock Exchange Listing

The Standard BioTools Common Stock is listed on the Nasdaq Global Select Market under the symbol “LAB.”

An investment in our securities involves a high degree of risk. Before you invest in our securities you should carefully consider those risk factors described under, but not limited to, the heading “Risk Factors” in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and any subsequently filed Current Reports on Form 8-K (other than, in each case, information furnished rather than filed), which are incorporated by reference herein, and those risk factors that may be included in any applicable prospectus supplement, together with all of the other information included in this prospectus, any prospectus supplement and the documents we incorporate by reference. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. If any of these risks were actually to occur, our business, financial condition or results of operations could be materially adversely affected. In that case, the value of our securities could decline, and you could lose part or all of your investment.

This prospectus and the information incorporated by reference in this prospectus contain certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and similar expressions and variations thereof are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Forward-looking statements include, but are not necessarily limited to, those relating to: the anticipated benefits of the Merger, the future financial performance of the combined company, 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 income and expenses, unit sales and the selling prices of our products, business strategies, financing plans, expansion of our business, competitive position, industry environment, potential growth opportunities, market growth expectations, and the effects of competition and public health crises on our business, the global supply chain, and our customers, suppliers, and other business partners. Those statements appear in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein by reference, particularly in the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

This prospectus and the documents incorporated by reference in this prospectus may contain market data that we obtain from industry sources. These sources do not guarantee the accuracy or completeness of the information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may include projections that are based on a number of other projections. While we believe these assumptions to be reasonable and sound as of the date of this prospectus, actual results may differ from the projections.

The Company assumed and adopted each of the SomaLogic Plans, the Non-Statutory Stock Option Agreement, dated June 6, 2014 (the “2009 Plan Stand-Alone Award”), and each of the Non-Statutory Stock Option Agreement, dated November 19, 2018, the Non-Statutory Stock Option Agreement, dated September 1, 2020, the Non-Statutory Stock Option Agreement, dated August 6, 2021 and the Non-Statutory Stock Option Agreement, dated August 20, 2021 (the “Non-Plan Awards” and together with the SomaLogic Plans, the “Plans”). Each of the SomaLogic Stock Options issued under the Plans and assumed by the Company was converted into a stock option to acquire shares of Standard BioTools Common Stock. Standard BioTools does not plan to issue new awards under any of the Plans. Accordingly, only certain provisions of the Plans continue to be relevant to the remaining Former Service Provider Awards, as described below.

The Plans are administered by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”).

Awards under the Plans are evidenced by an agreement. Any Awards as to which the applicable vesting or payment conditions have not been satisfied will be forfeited.

Awards granted pursuant to the Plans are generally nontransferable except by will or the laws of descent and distribution. The 2017 Plan and 2021 Plan also explicitly provide that no person has or may create a lien on any Awards under the Plan. Awards are exercisable (i) during the participant’s lifetime only by the participant or (ii) in the event of the participant’s death by the legal representative of the participant’s estate.

The number of shares and exercise price for the Former Service Provider Awards has been modified from that stated in the individual award agreements by the application of the Exchange Ratio conversion formula discussed above.

Except as provided below under the heading “Recapitalizations and Reorganizations,” with respect to options granted under the 2009 Plan, 2009 Plan Stand-Alone Award or 2017 Plan, the exercise price per share of an option may not be reduced after the date of grant and an option cannot be cancelled or surrendered in exchange for an option with a lower exercise price per share or in exchange for cash or other consideration. Notwithstanding the foregoing, the 2021 Plan expressly provides that the exercise price per share of an option may be reduced after the date of grant and/or an option to be cancelled or surrendered in exchange for an option with a lower exercise price per share or in exchange for cash or other consideration, in either case, subject to the terms and conditions and within the limitations of the 2021 Plan.

The 2021 Plan provides that the Compensation Committee may permit an option exercise price to be paid (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange, and the Compensation Committee authorizes, through a procedure whereby the participant delivers irrevocable instructions to a broker reasonably acceptable to the Compensation Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Compensation Committee (including, without limitation, having the Company withhold shares of Common Stock issuable upon exercise of the option, or by payment in full or in part in the form of Common Stock owned by the participant, based on the fair market value of the Common Stock on the payment date as determined by the Compensation Committee).

The 2017 Plan provides that the Compensation Committee may permit an option exercise price to be paid (i) in cash or by check, bank draft or money order payable to the Company; (ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the Common Stock subject to the option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; (iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock; or (iv) if an option is a nonstatutory stock option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a fair market value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued.

The 2009 Plan and 2009 Plan Stand-Alone Award provide that the Compensation Committee may permit an option exercise price to be paid (i) in cash or (ii) in such other manner as the Compensation Committee may permit, including by (A) withholding shares of Common Stock otherwise issuable to the participant upon exercise of the option, (B) delivery to the Company of shares of Common Stock (by actual delivery or attestation) already owned by the participant, (C) delivery of a promissory note made payable by the participant to the Company containing such terms and conditions as may be specified by the Compensation Committee, or a combination thereof, unless otherwise provided in the Award agreement. Any promissory note the Compensation Committee may agree to accept as payment of the exercise price of an option will be secured by the shares of Common Stock subject to the option and such other collateral as the Compensation Committee may deem acceptable.

The Non-Plan Awards provide that the option exercise price be paid (i) in cash or by check, bank draft or money order payable to the Company; (ii) by delivery to the Company of shares of Common Stock (by actual delivery or attestation) already owned by the participant; or (iii) by withholding shares of Common Stock otherwise issuable to the participant upon exercise of the option, subject to discretion by the Compensation Committee.

The terms of particular Awards may provide that they terminate, among other reasons, upon the holder’s termination of employment or other status with respect to the Company (with or without cause), upon a specified date, upon the holder’s death or disability, or upon the occurrence of a change in control of the Company. Awards may also include exercise, conversion or settlement rights for a holder’s estate or personal representative in the event of the holder’s death or disability. Nothing in the Plan or in any Award confers upon any participant the right to continue as an employee, officer, director or consultant of the Company or any of its affiliates or affects the right of the Company or any of its affiliates to terminate the participant’s employment or services at any time.

The Plans provide that in the event of a nonreciprocal transaction between the Company and the holders of Common Stock that changes the value per share of Common Stock, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through a large, non-recurring dividend, the number of shares subject the Plans, the number of shares subject to each outstanding Award, and the exercise or threshold price of the shares underlying outstanding Awards will be proportionately adjusted. The Compensation Committee may choose one or more permitted approaches with respect to outstanding Awards in the event of a “change in control”. The grant of any Award pursuant to the Plan does not affect in any way the Company’s right or power to make adjustments, reclassifications, reorganizations or changes to its capital or business structure, or to merge, consolidate, issue debt or equity securities having preferences or priorities over Common Stock, dissolve, liquidate, sell or transfer all or any part of its business or assets, or to undertake any other corporate act or proceeding.

Under the 2021 Plan, in the event of a “change in control”, the Compensation Committee may elect to treat Awards in accordance with one or more of the following methods:

Unless otherwise provided in an Award agreement, a “change in control” is generally deemed to occur under the 2021 Plan if:

Under the 2017 Plan, in the event of a “change in control”, the Compensation Committee may elect to treat Awards in accordance with one or more of the following methods:

Unless otherwise provided in an Award agreement, a “change in control” is generally deemed to occur under the 2017 Plan if in a single transaction or in a series of related transactions, of any one or more of the following events occurs, with certain exceptions set forth in the 2017 Plan:

Under the 2009 Plan and the 2009 Plan Stand-Alone Award, in the event of a “change in control”, the Compensation Committee may elect to treat Awards in accordance with one or more of the following methods:

Unless otherwise provided in an Award agreement, a “change in control” is deemed to occur under the 2009 Plan and the 2009 Plan Stand-Alone Award if:

Under the Non-Plan Awards, in the event of a “change in control” that is also a “Corporate Transaction,” the Compensation Committee may elect to treat Awards in accordance with one or more of the following methods:

Unless otherwise provided in an Award agreement, a “change in control” is deemed to occur under the Non-Plan Awards if:

Requests for additional information regarding the Plans and its administration should be directed to Standard BioTools, Inc., 2 Tower Place, Suite 2000, South San Francisco, CA 94080, telephone (650) 266-6000.

The following discussion outlines generally the federal income tax consequences of participation in the Plans and should not be construed as legal, tax, or investment advice. The federal income tax law and regulations are frequently amended, and individual circumstances may vary these results. Although the Company may endeavor to structure an Award under the Plans to receive favorable U.S. or foreign tax treatment or to avoid adverse tax treatment (e.g., under Code Section 409A), the Company makes no representation or covenant to that effect, makes no representation or covenant that such tax treatment will apply and expressly disavows any covenant to maintain favorable tax treatment or avoid unfavorable tax treatment. All participants should consult their own tax counsel for advice regarding the specific tax consequences applicable to them, including federal, state and local tax laws.

A participant will not recognize income upon the grant of a non-qualified stock option. At the time the participant exercises a non-qualified stock option or portion thereof, the participant will recognize compensation taxable as ordinary income in an amount equal to the excess of the fair market value of the Common Stock on the date the non-qualified stock option is exercised over the price paid for the Common Stock, and the Company will then be entitled to a corresponding deduction.

Depending upon the period the shares of Common Stock are held by a participant after exercise, the sale or other taxable disposition of shares acquired through the exercise of a non-qualified stock option generally will result in a short-term or long-term capital gain or loss equal to the difference between the amount realized on the disposition and the fair market value of the shares when the non-qualified stock option was exercised.

The income tax treatment described above in this “Federal Income Tax Consequences” section is correct if the agreements governing the applicable Award, and the manner in which the Award is operated, are compliant with or exempt from Code Section 409A. While the Company intends all Awards under the Plans to comply with or be exempt from Code Section 409A, it can not guarantee that. If the Award is not exempt from Code Section 409A and Code Section 409A is not complied with, the participant will face tax consequences different from those described above. In that case, the participant will recognize compensation taxable as ordinary income as soon as the compensation is no longer subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A, and the tax will be increased by 20% plus an interest component.

Code Section 162(m) provides that no deduction will be allowed for applicable employee remuneration with respect to a “covered employee” (i.e., the chief executive officer, the chief financial officer or an executive officer who is one of the three highest paid officers of the Company other than the chief executive officer and the chief financial officer) to the extent such remuneration exceeds $1,000,000. Code Section 162(m) provides an exception from the deduction limit for compensation payable solely on account of the attainment of one or more performance goals, subject to certain requirements, for remuneration pursuant to a binding written contract that was in effect on November 2, 2017 or as to which transition relief from the changes made to Code Section 162(m) by the Tax Cuts and Jobs Act of 2017 is otherwise available.

Under Code Sections 280G and 4999, the Company may not deduct any “excess parachute payments” to certain individuals (including certain corporate officers), and such individuals must pay a 20% excise tax on any “excess parachute payment.” An individual’s “parachute payments” which exceed his or her average annual compensation for the five years preceding the year in which a change in control occurs will generally be treated as “excess parachute payments” if the present value of such payments equals or exceeds three times the individual’s average annual compensation for the five years preceding the year in which a change in control occurs. A payment generally may be considered a “parachute payment” if it is contingent on a change in control of the Company and may include payments attributable to acceleration of Awards upon a change in control.

To the extent necessary or required by law, all payments made pursuant to the Plans will be subject to income and other tax withholding. The Company has the right to require the participant to remit the required tax withholding as a condition to payment of an Award. Tax withholding will be handled in the manner specified in the applicable Award agreement, which may, if so provided, include paying the tax withholding by reducing the number of shares of Common Stock the participant will receive by a number of shares with a fair market value equal to the required tax withholding.

The Plan is not subject to the Employee Retirement Income Security Act of 1974, nor is it qualified under Code Section 401(a).

We will receive the exercise price of certain stock-based awards under the SomaLogic Plans if and when such SomaLogic Stock Options are exercised for cash. We will not receive any proceeds if the SomaLogic Stock Options are exercised on a cashless basis. We currently have no specific plans for the use of the net proceeds received upon exercise of such SomaLogic Stock Options. We anticipate that we will use the net proceeds received by us for general corporate purposes.

We are registering 10,837,152 shares of Standard BioTools Common Stock issuable upon the exercise of the SomaLogic Stock Options held by former directors, employees and consultants of SomaLogic who are not, and have not been, employees of the Company. The shares of Standard BioTools Common Stock offered by this prospectus are listed on The Nasdaq Global Select Market. We do not plan to issue new awards under the SomaLogic Plans. The terms of the SomaLogic Plans and Merger Agreement permit us to issue shares of our Standard BioTools Common Stock (or, in certain cases, the cash equivalent thereof) in connection with the exercise of the SomaLogic Options.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, will pass upon the validity of the Standard BioTools Common Stock offered by this prospectus on behalf of Standard BioTools Inc.

The financial statements of Standard BioTools Inc. and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to Standard BioTools’ Annual Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of SomaLogic appearing in SomaLogic’s Annual Report (Form 10-K) for the year ended December 31, 2022, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at http://www.standardbio.com. Information accessible on or through our website is not a part of this prospectus.

This prospectus and any prospectus supplement is part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities that we are offering. Forms of any documents establishing the terms of the offered securities are filed as exhibits to the registration statement of which this prospectus forms a part or under cover of a Current Report on Form 8-K and incorporated in this prospectus by reference. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should read the actual documents for a more complete description of the relevant matters.

The SEC allows us to “incorporate by reference” into this prospectus information that we file with the SEC. This permits us to disclose important information to you by referring to these filed documents. Any information referenced this way is considered to be a part of this prospectus and any such information filed by us with the SEC subsequent to the date of this prospectus will automatically be deemed to update and supersede this prospectus. We incorporate by reference into this prospectus and any accompanying prospectus supplement the following documents that we have already filed with the SEC except that any information which is furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K (including financial statements or exhibits relating thereto furnished pursuant to Item 9.01) and not filed shall not be deemed incorporated by referenced herein:

In addition, all reports and other documents filed by us pursuant to Section 13(d), 13(c), 14 or 15(d) of the Exchange Act after the date of the registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting:

You may also access these documents on our website, http://www.standardbio.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

You should rely only on information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

The following table sets forth estimated expenses in connection with the issuance and distribution of the securities being registered:

Section 145 of the Delaware General Corporation Law (the “DGCL”), permits a corporation to indemnify its directors and officers against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties. The directors or officers must have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, an action only by or in the right of the corporation, indemnification may be made only for expenses, including attorney’s fees, actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit, and only with respect to a matter as to which they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. The Standard BioTools Charter provides that the registrant may indemnify its directors, officers, employees or agents to the fullest extent permitted by applicable law and the Standard BioTools ByLaws provide that the registrant shall indemnify its directors and officers to the fullest extent permitted by applicable law.

Section 102(b)(7) of the DGCL permits a corporation to provide in its charter that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability of (1) a director or officer for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (2) a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) a director for payments of unlawful dividends or unlawful stock purchases or redemptions, (4) a director or officer for any transaction from which the director or officer derived an improper personal benefit, or (5) an officer in any action by or in the right of the corporation. The Standard BioTools Charter provides for such limitation of liability with respect to directors of the corporation.

Standard BioTools has entered into indemnification agreements with its officers, directors and certain other employees. With certain exceptions, these agreements provide for indemnification for related expenses including, among others, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, the Standard BioTools Charter, the Standard BioTools Bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise.

Standard BioTools maintains standard policies of insurance that provide coverage (1) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to Standard BioTools with respect to indemnification payments that it may make to such directors and officers.

The exhibits to this registration statement are listed in the Exhibit Index immediately prior the signature page hereto, which Exhibit Index is hereby incorporated by reference into this Item 16 by reference.

(a)            The undersigned registrant hereby undertakes:

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(b)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

†                  The schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
#                  Indicates management contract or compensatory plan, contract, or arrangement.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on January 19, 2024.

We, the undersigned officers and directors of Standard BioTools Inc., hereby severally constitute and appoint Michael Egholm, Ph.D. and Jeffrey Black and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Delaware		77-0513190
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨	Smaller reporting company	x

		Emerging growth company	¨

	Page
ABOUT THIS PROSPECTUS		1

PROSPECTUS SUMMARY		2

RISK FACTORS		3

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		4

DESCRIPTION OF THE PLANS		5

U.S. FEDERAL INCOME TAX INFORMATION		11

USE OF PROCEEDS		13

PLAN OF DISTRIBUTION		13

LEGAL MATTERS		13

EXPERTS		13

WHERE YOU CAN FIND MORE INFORMATION		13

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		14

	Amount to be Paid
SEC registration fee	$	8,979.29
Printing and engraving expenses		*
Accounting fees and expenses		*
Legal fees and expenses		*
Total	$	*

Exhibit No.	Description	Filed Herewith	Form	File No.	Incorporated by Reference From Exhibit Number	Date Filed
2.1†	Agreement and Plan of Merger, dated as of October 4, 2023, by and among Standard BioTools Inc., SomaLogic, Inc. and Martis Merger Sub Inc.		8-K	001-34180	2.1	10/4/2023
3.1	Eighth Amended and Restated Certificate of Incorporation.		10-K	001-34180	3.1	3/28/2011
3.2	Amended and Restated Bylaws.		S-8	333-264086	4.8	4/1/2022
3.3	Certificate of Amendment to Eighth Amended and Restated Certificate of Incorporation, filed April 1, 2022.		S-8	333-264086	4.3	4/1/2022
3.4	Second Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation filed on January 4, 2024.		8-K	001-34180	3.1	1/5/2024
4.1	Specimen Common Stock Certificate of the Registrant.		S-8	333-264086	4.1	4/1/2022
4.2	Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock.		8-K	001-34180	3.1	11/22/2016
4.3	Certificate of Elimination of Series A Participating Preferred Stock of the Registrant.		8-K	001-34180	3.1	8/2/2017
4.4	Certificate of Designations of Rights, Preferences and Privileges of Series B-1 Convertible Preferred Stock.		8-K	001-34180	3.6	4/5/2022
4.5	Certificate of Designations of Rights, Preferences and Privileges of Series B-2 Convertible Preferred Stock.		8-K	001-34180	3.7	4/5/2022
4.6	Indenture, dated November 22, 2019, by and between Fluidigm Corporation and U.S. Bank National Association.		8-K	001-34180	4.1	11/22/2019
4.7	Form of 5.25% Convertible Senior Note due 2024.		8-K	001-34180	4.2	11/22/2019

Standard Biotools Inc. – ‘S-3’ on 1/19/24

On: Friday, 1/19/24, at 5:05pm ET · Accession #: 1104659-24-5272 · File #: 333-276626

Previous ‘S-3’: ‘S-3’ on 5/17/22 · Next: ‘S-3’ on 1/19/24 · Latest: ‘S-3/A’ on 2/2/24 · 32 References:

Registration Statement – Securities for a Transaction — Form S-3 — SA’33

Filing Table of Contents

‘S-3’ — Registration Statement – Securities for a Transaction

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

31 Previous Filings that this Filing References

4.8	Series B-1 Loan Agreement, dated as of January 23, 2022, by and among Fluidigm Corporation, Casdin Partners Master Fund, L.P., and Casdin Private Growth Equity Fund II, L.P.		8-K/A	001-34180	10.1	2/11/2022
4.9	Series B-2 Loan Agreement, dated as of January 23, 2022, by and among Fluidigm Corporation, Viking Global Opportunities Illiquid Investments Sub-Master LP, and Viking Global Opportunities Drawdown (Aggregator) LP.		8-K	001-34180	10.2	1/24/2022
5.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.	X
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.	X
23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.	X
23.3	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of Exhibit 5.1 hereto).	X
24.1	Power of Attorney (included on the signature page to this registration statement).	X
99.1#	SomaLogic, Inc. 2009 Equity Incentive Plan		S-4/A	333-256127	10.8	8/5/2021
99.2#	SomaLogic, Inc. 2017 Equity Incentive Plan		S-4/A	333-256127	10.11	8/5/2021
99.3#	SomaLogic, Inc. 2021 Omnibus Incentive Plan		S-4/A	333-256127	10.1	8/5/2021
99.4#	Form of 2014 Non-Statutory Stock Option Agreement.	X
99.5#	Form of Non-Statutory Stock Option Agreement.	X
107	Filing Fee Table.	X

	STANDARD BIOTOOLS INC.

	By:	/s/ *Michael Egholm, Ph.D.*
		Michael Egholm, Ph.D.
		President and Chief Executive Officer

Signature	Title	Date
/s/ *Michael Egholm, Ph.D.*
Michael Egholm	President, Chief Executive Officer and Director (Principal Executive Officer)	January 19, 2024

/s/ *Jeffrey Black*	Chief Financial Officer
Jeffrey Black	(Principal Financial and Accounting Officer)	January 19, 2024

/s/ *Tom Carey*	Chairman of the Board of Directors
Tom Carey		January 19, 2024

/s/ Frank Witney, Ph.D.
Frank Witney, Ph.D.	Director	January 19, 2024

/s/ Fenel M. Eloi
Fenel M. Eloi	Director	January 19, 2024

/s/ Troy Cox
Troy Cox	Director	January 19, 2024

/s/ *Eli Casdin*
Eli Casdin	Director	January 19, 2024

/s/ Kathy Hibbs
Kathy Hibbs	Director	January 19, 2024

This ‘S-3’ Filing	Date	Other Filings

Filed on:	1/19/24	8-K/A, S-8
	1/18/24
	1/5/24	3, 4, 8-K
	10/4/23	425, 8-K
	9/30/23	10-Q
	6/30/23	10-Q
	4/28/23	8-K, DEF 14A, DEFA14A
	3/31/23	10-Q
	3/14/23	10-K
	12/31/22	10-K, SD
	8/20/21	4
	8/6/21	10-Q
	9/1/20
	11/19/18
	11/2/17	8-K
	6/6/14
	2/7/11	8-A12B, CERTNAS, S-1/A
		List all Filings