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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/24 Standard Biotools Inc. 10-K 12/31/23 107:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.78M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 74K
3: EX-10.2 Material Contract HTML 153K
4: EX-10.96 Material Contract HTML 37K
5: EX-21.1 Subsidiaries List HTML 32K
6: EX-23.1 Consent of Expert or Counsel HTML 29K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 44K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
13: R1 Cover HTML 95K
14: R2 Audit Information HTML 34K
15: R3 Consolidated Balance Sheets HTML 161K
16: R4 Consolidated Balance Sheets (Parenthetical) HTML 73K
17: R5 Consolidated Statements of Operations HTML 119K
18: R6 Consolidated Statements of Comprehensive Loss HTML 56K
19: R7 Consolidated Statements of Stockholders' Equity HTML 95K
(Deficit)
20: R8 Consolidated Statements of Cash Flows HTML 133K
21: R9 Description of Business HTML 34K
22: R10 Summary of Significant Accounting Policies HTML 113K
23: R11 Revenue and Geographic Area HTML 103K
24: R12 Goodwill and Intangible Assets, net HTML 86K
25: R13 Balance Sheet Details HTML 125K
26: R14 Debt HTML 76K
27: R15 Commitments and Contingencies HTML 106K
28: R16 Fair Value of Financial Instruments HTML 210K
29: R17 Mezzanine Equity HTML 46K
30: R18 Shareholders' Deficit HTML 58K
31: R19 Stock-based Compensation HTML 137K
32: R20 Income Taxes HTML 191K
33: R21 Segment Reporting HTML 69K
34: R22 401(K) Plan HTML 34K
35: R23 Restructuring and Related Charges HTML 86K
36: R24 Subsequent Event HTML 34K
37: R25 Summary of Significant Accounting Policies HTML 190K
(Policies)
38: R26 Summary of Significant Accounting Policies HTML 48K
(Tables)
39: R27 Revenue and Geographic Area (Tables) HTML 95K
40: R28 Goodwill and Intangible Assets, net (Tables) HTML 89K
41: R29 Balance Sheet Details (Tables) HTML 137K
42: R30 Debt (Tables) HTML 60K
43: R31 Commitments and Contingencies (Tables) HTML 90K
44: R32 Fair Value of Financial Instruments (Tables) HTML 206K
45: R33 Mezzanine Equity (Tables) HTML 40K
46: R34 Shareholders' Deficit (Tables) HTML 50K
47: R35 Stock-based Compensation (Tables) HTML 130K
48: R36 Income Taxes (Tables) HTML 191K
49: R37 Segment Reporting (Tables) HTML 64K
50: R38 Restructuring and Related Charges (Tables) HTML 82K
51: R39 Summary of Significant Accounting Policies - HTML 73K
Narrative (Details)
52: R40 Summary of Significant Accounting Policies - HTML 47K
Schedule of Potential Common Shares Excluded from
Computations of Net Loss Per Share Attributed to
Common Stockholders (Details)
53: R41 NIH Contract - Narrative (Details) HTML 30K
54: R42 NIH Contract (Details) HTML 35K
55: R43 Business Combination - Narrative (Details) HTML 40K
56: R44 Revenue and Geographic Area - Schedule of HTML 55K
Disaggregation of Revenue (Details)
57: R45 Revenue and Geographic Area - Narrative (Details) HTML 61K
58: R46 Revenue and Geographic Area - Long-lived Assets by HTML 41K
Geographic Areas (Details)
59: R47 Revenue and Geographic Area - Performance HTML 45K
Obligations (Details)
60: R48 Revenue and Geographic Area - Performance HTML 32K
Obligation (Details1)
61: R49 Goodwill and Intangible Assets, net - Narrative HTML 47K
(Details)
62: R50 Goodwill and Intangible Assets, net - Changes in HTML 40K
the Carrying Value of Goodwill by Segment
(Details)
63: R51 Goodwill and Intangible Assets, net - Schedule of HTML 44K
Finite-lived Intangible Assets (Details)
64: R52 Goodwill and Intangible Assets, net - Future HTML 39K
Amortization Expense (Details)
65: R53 Balance Sheet Details - Summary of Cash and Cash HTML 41K
Equivalents (Details)
66: R54 Balance Sheet Details - Inventories (Details) HTML 42K
67: R55 Balance Sheet Details - Property and Equipment HTML 48K
(Details)
68: R56 Balance Sheet Details - Narrative (Details) HTML 41K
69: R57 Balance Sheet Details - Accrued Compensation and HTML 41K
Related Benefits (Details)
70: R58 Balance Sheet Details - Other Accrued Liabilities HTML 48K
(Details)
71: R59 Debt - Schedule of Carrying Value of Debt HTML 57K
(Details)
72: R60 Debt - Narrative (Details) HTML 114K
73: R61 Debt - Future Minimum Payments under Term Loan HTML 43K
Facility including End of Term Fee Payment
(Details)
74: R62 Commitments and Contingencies - Narrative HTML 64K
(Details)
75: R63 Commitments and Contingencies - Schedule of HTML 43K
Operating Leases (Details)
76: R64 Commitments and Contingencies - Operating Lease HTML 83K
Maturity (Details)
77: R65 Fair Value of Financial Instruments - Summary of HTML 59K
Recurring Basis within the Fair Value Hierarchy
(Details)
78: R66 Fair Value of Financial Instruments - Schedule of HTML 53K
Available-for-Sale Securities (Details)
79: R67 Fair Value of Financial Instruments - Narrative HTML 46K
(Details)
80: R68 Mezzanine Equity - Narrative (Details) HTML 57K
81: R69 Mezzanine Equity - Preferred Stock (Details) HTML 47K
82: R70 Shareholders' Deficit - Narrative (Details) HTML 39K
83: R71 Shareholders' Deficit - Schedule of Shares HTML 60K
Reserved for Future Issuance Under Equity
Compensation Plans (Details)
84: R72 Stock-based Compensation - Narrative (Details) HTML 90K
85: R73 Stock-based Compensation - Restricted and HTML 63K
Performance Stock Units (Details)
86: R74 Stock-based Compensation - Stock Option Activity HTML 79K
(Details)
87: R75 Stock-based Compensation - Weighted-average HTML 41K
Assumptions (Details)
88: R76 Stock-based Compensation - Stock-based HTML 46K
Compensation Expense (Details)
89: R77 Income Taxes - Loss Before Income Taxes (Details) HTML 38K
90: R78 Income Taxes - Components of Provision for Income HTML 57K
Taxes (Details)
91: R79 Income Taxes - Reconciliation of Income Taxes at HTML 63K
Statutory Rate (Details)
92: R80 Income Taxes - Components of Deferred Tax Assets HTML 66K
and Liabilities (Details)
93: R81 Income Taxes - Narrative (Details) HTML 48K
94: R82 Income Taxes - Valuation Allowance (Details) HTML 37K
95: R83 Income Taxes - Aggregate Changes in Balance of HTML 41K
Gross Unrecognized Tax Benefits (Details)
96: R84 Segment Reporting - Narrative (Details) HTML 31K
97: R85 Segment Reporting - Schedule of Business Segment HTML 49K
Information (Details)
98: R86 Restructuring and Related Charges - Narrative HTML 34K
(Details)
99: R87 Restructuring and Related Charges - Summary of the HTML 46K
Changes in Our Restructuring and Other Related
Liabilities (Details)
100: R88 Restructuring and Related Charges - Restructuring HTML 41K
and Other Efficiency Costs (Details)
101: R89 401(K) Plan - Narrative (Details) HTML 39K
102: R90 Subsequent Event - Narrative (Details) HTML 40K
104: XML IDEA XML File -- Filing Summary XML 195K
107: XML XBRL Instance -- lab-20231231_htm XML 3.14M
103: EXCEL IDEA Workbook of Financial Report Info XLSX 198K
12: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.72M
Linkbases Document -- lab-20231231
105: JSON XBRL Instance as JSON Data -- MetaLinks 674± 1.07M
106: ZIP XBRL Zipped Folder -- 0000950170-24-023845-xbrl Zip 878K
| EX-97.1 |
Exhibit 97.1
STANDARD BIOTOOLS INC.
CLAWBACK POLICY
The Board of Directors (the “Board”) of Standard BioTools Inc.(the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and final rules and amendments adopted by the Securities and Exchange Commission (the “SEC”) to implement the aforementioned legislation.
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee of the Board, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
This Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and any national securities exchange on which the Company’s securities are listed, and such other employees who may from time to time be deemed subject to the Policy by the Board (“Covered Executives”).
For purposes of this Policy, incentive-based compensation (“Incentive-Based Compensation”) includes any compensation that is granted, earned, or vested based wholly or in part upon the attainment of any financial reporting measures that are determined and presented in accordance with the accounting principles (“GAAP Measures”) used in preparing the Company’s financial statements and any measures derived wholly or in part from such measures, as well as non-GAAP Measures, stock price, and total shareholder return (collectively, “Financial Reporting Measures”); however, it does not include: (i) base salaries; (ii) discretionary cash bonuses; (iii) awards (either cash or equity) that are solely based upon subjective, strategic or operational standards or standards unrelated to Financial Reporting Measures, and (iv) equity awards that vest solely on completion of a specified employment period or without any performance condition. Incentive-Based Compensation is considered received in the fiscal period during which the applicable reporting measure is attained, even if the payment or grant of such award occurs after the end of that period. If an award is subject to both time-based and performance-based vesting conditions, the award is considered received upon satisfaction of the performance-based conditions, even if such an award continues to be subject to the time-based vesting conditions.
For the purposes of this Policy, Incentive-Based Compensation may include, among other things, any of the following:
For purposes of this Policy, Financial Reporting Measures may include, among other things, any of the following:
In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, including any required accounting restatement to correct an error in previously issued financial statements that (i) is material to the previously issued financial statements or (ii) is not material to previously issued financial statements, but that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Board will require reimbursement or forfeiture of any excess Incentive-Based Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare the accounting restatement (the “Look-Back Period”). For the purposes of this Policy, the date on which the Company is required to prepare an accounting restatement is the earlier of (i) the date the Board concludes or reasonably should have concluded that the Company is required to prepare a restatement to correct a material error, and (ii) the date a court, regulator, or other legally authorized body directs the Company to restate its previously issued financial statements to correct a material error. The Company’s obligation to recover erroneously awarded compensation is not dependent on if or when the restated financial statements are filed.
Recovery of the Incentive-Based Compensation is only required when the excess award is received by a Covered Executive (i) after the beginning of their service as a Covered Executive, (ii) who served as an executive officer at any time during the performance period for that Incentive-Based Compensation, (iii) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (iv) during the Look-Back Period immediately preceding the date on which the Company is required to prepare an accounting restatement.
The amount of Incentive-Based Compensation subject to recovery is the amount the Covered Executive received in excess of the amount of Incentive-Based Compensation that would have been paid to the Covered Executive had it been based on the restated financial statements, as determined by the Board. The amount subject to recovery will be calculated on a pre-tax basis.
For Incentive-Based Compensation received as cash awards, the erroneously awarded compensation is the difference between the amount of the cash award that was received (whether payable in a lump sum or over time) and the amount that should have been received applying the restated Financial Reporting Measure. For cash awards paid from bonus pools, the erroneously awarded Incentive-Based Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure.
For Incentive-Based Compensation received as equity awards that are still held at the time of recovery, the amount subject to recovery is the number of shares or other equity awards received or vested in excess of the number that should have been received or vested applying the restated Financial Reporting Measure. If the equity award has been exercised, but the underlying shares have not been sold, the erroneously awarded compensation is the number of shares underlying the award.
In instances where the Company is not able to determine the amount of erroneously awarded Incentive-Based Compensation directly from the information in the accounting restatement, the amount will be based on the Company’s reasonable estimate of the effect of the accounting restatement on the applicable measure. In such instances, the Company will maintain documentation of the determination of that reasonable estimate.
The Board will determine, in its sole discretion, subject to applicable law, the method for recouping Incentive-Based Compensation hereunder, which may include, without limitation:
2
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation. This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
The Board shall recover any excess Incentive-Based Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and any applicable rules or standards adopted by the SEC and the listing standards of any national securities exchange on which the Company’s securities are listed.
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and any national securities exchange on which the Company’s securities are listed.
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive-Based Compensation that is received by a Covered Executive on or after October 2, 2023, as determined by the Board in accordance with applicable rules or standards adopted by the SEC and the listing standards of any national securities exchange on which the Company’s securities are listed.
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to comply with any rules or standards adopted by the SEC and the listing standards of any national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time.
Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
3
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/1/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/24 Standard Biotools Inc. 10-K/A 12/31/23 13:1M Toppan Merrill/FA |