As filed with the Securities and Exchange
Commission on February 2, 2024
Registration No. 333-276628
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STANDARD BIOTOOLS INC.
(Exact Name of Registrant as Specified in Its
Charter)
Delaware |
|
77-0513190 |
(State or other jurisdiction of incorporation or
organization) |
|
(I.R.S. Employer Identification No.) |
2 Tower Place, Suite 2000
South San Francisco, CA
(650) 266-6000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Michael Egholm, Ph.D.
President and Chief Executive Officer
2 Tower Place, Suite 2000
South San Francisco, CA 94080
(650) 266-6000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
William C. Hicks, Esq.
John T. Rudy, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
Approximate date of commencement
of proposed sale to the public: From time to time after this registration statement becomes effective.
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.
Large accelerated filer |
¨ |
|
Accelerated filer |
x |
Non-accelerated filer |
¨ |
|
Smaller reporting company |
x |
|
|
|
Emerging growth company |
¨ |
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 the 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.
EXPLANATORY NOTE
This Amendment No. 1
(“Amendment No. 1”) to the Registration Statement on Form S-3 (File No. 333-276628) of Standard BioTools Inc.
(the “Registration Statement”) is being filed solely for the purpose of filing certain exhibits as indicated in Part II
of this Amendment No. 1. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration
Statement. Accordingly, a preliminary prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution
The
following table sets forth estimated expenses in connection with the issuance and distribution of the securities being registered:
| |
Amount to be Paid |
SEC registration fee | |
$ | 12,904.07 | |
Printing and engraving expenses | |
| * | |
Accounting fees and expenses | |
| * | |
Legal fees and expenses | |
| * | |
Total | |
$ | * | |
* These fees are calculated based on the securities
offered and the number of issuances and accordingly cannot be estimated at this time.
Item 15. Indemnification of Directors
and Officers
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.
Item 16. Exhibits
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.
Item 17. Undertakings
|
(a) |
The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required
by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any
facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and |
| (iii) | To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
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;
| (2) | That, for the purpose of determining
any liability under the Securities Act, each such post-effective amendment 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; |
| (3) | To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering. |
| (5) | That, for the purpose of determining
liability under the Securities Act to any purchaser: |
| (A) | Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement;
and |
| (B) | Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) for the purpose of providing the information required by Section 10(a) of
the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; |
| (6) | That, for the purpose of determining
liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant; |
| (iii) | The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an
offer in the offering made by the undersigned registrant to the purchaser. |
| (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. |
EXHIBIT INDEX
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 |
2.2† |
Merger
Agreement, dated as of March 28, 2021, as amended by the First Amendment thereto dated as of May 12, 2021 and the Second
Amendment thereto dated as of July 15, 2021, by and among CM Life Sciences II, Inc., S-Craft Merger Sub, Inc., and
SomaLogic, Inc. |
|
S-4/A |
333-256127 |
Annex
A |
8/5/2021 |
2.3†† |
Agreement
and Plan of Merger, dated as of July 25, 2022, by and among SomaLogic, Merger Sub I, Merger Sub II, Palamedrix, and the Securityholder
Representative. |
|
8-K |
001-40090 |
2.1 |
7/27/2022 |
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 |
333-2640864 |
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 |
Exhibit
No. |
Description |
Filed
Herewith |
Form |
File No. |
Incorporated
by Reference
From Exhibit
Number |
Date Filed |
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 |
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 |
4.10 |
Warrant
Agreement, dated as of February 22, 2021, by and between CM Life Sciences II Inc. and Continental Stock Transfer &
Trust Company. |
|
8-K |
001-40090 |
10.1 |
2/26/2021 |
4.11 |
Form of SomaLogic, Inc. Subscription Agreement |
|
8-K |
001-40090 |
10.1 |
3/29/2021 |
5.1 |
Opinion
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
|
S-3 |
333-276628 |
5.1 |
1/19/2024 |
23.1 |
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
|
S-3 |
333-276628 |
23.1 |
1/19/2024 |
23.2 |
Consent
of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
|
S-3 |
333-276628 |
23.2 |
1/19/2024 |
23.3 |
Consent
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included as part of Exhibit 5.1 hereto). |
|
|
|
|
|
† The
schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
†† Portions
of this exhibit have been omitted pursuant to a request for confidential treatment. Omitted material for which confidential treatment
has been requested has been filed separately with the SEC.
# Indicates
management contract or compensatory plan, contract, or arrangement.
SIGNATURES
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 Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South San Francisco, State of California, on February 2, 2024.
|
STANDARD BIOTOOLS INC. |
|
|
|
By: |
/s/ Michael Egholm, Ph.D. |
|
|
Michael Egholm, Ph.D. |
|
|
President and Chief Executive Officer |
POWER OF ATTORNEY
Pursuant to the requirements
of the Securities Act of 1933, this Amendment No. 1 has been signed by the following persons in the capacities and on the dates
indicated.
Signature |
Title |
Date |
|
|
|
/s/ Michael
Egholm, Ph.D. |
President, Chief Executive
Officer |
February 2, 2024 |
Michael Egholm, Ph.D. |
and
Director (Principal Executive Officer) |
|
|
|
|
* |
Chief Financial (Principal
Financial |
February 2, 2024 |
Jeffrey Black |
and Accounting Officer) |
|
|
|
|
* |
Director |
February 2, 2024 |
Tom Carey |
|
|
|
|
|
* |
Director |
February 2, 2024 |
Frank Witney, Ph.D. |
|
|
|
|
|
* |
Director |
February 2, 2024 |
Fenel M. Eloi |
|
|
|
|
|
* |
Director |
February 2, 2024 |
Troy Cox |
|
|
|
|
|
* |
Director |
February 2, 2024 |
Eli Casdin |
|
|
|
|
|
* |
Director |
February 2, 2024 |
Kathy Hibbs |
|
|
*By: |
/s/
Michael Egholm, Ph.D. |
|
|
Michael Egholm, Ph.D. |
|
|
Attorney-in-fact |
|
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