As filed with the Securities and Exchange Commission
on January 19, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STANDARD BIOTOOLS INC.
(Exact Name of Registrant as Specified in its
Charter)
Delaware |
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77-0513190 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
2 Tower Place, Suite 2000
South San Francisco, California 94080
(Address of Principal Executive Offices) (Zip
Code)
Standard BioTools Inc. Amended and Restated
2011 Equity Incentive Plan
(Full Title of Plan)
Michael Egholm, Ph.D.
President and Chief Executive Officer
2 Tower Place, Suite 2000
South San Francisco, CA 94080
(650) 266-6000
(Name, Address and Telephone Number, including
area code, of Agent for Service)
Copy 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
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨ |
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Accelerated
filer x |
Non-accelerated
filer ¨ |
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Smaller
reporting company x |
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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. ¨
EXPLANATORY NOTE
This
Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Standard BioTools Inc. (f/k/a Fluidigm
Corporation) (the “Registrant”) for the purpose of registering an additional 15,000,000 shares of common stock, par value
$0.001 per share, of the Registrant (the “Common Stock”) reserved for issuance under the Standard BioTools Inc. Amended and
Restated 2011 Equity Incentive Plan (the “2011 Plan”) effective as of January 4, 2024. This registration statement registers
additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-172206) relating
to an employee benefit plan is effective. The information contained in the Registrant’s registration statements on Form S-8
filed with the Securities and Exchange Commission on February 11, 2011, March 26, 2012, March 12, 2013, February 21, 2014, February 26, 2015, March 3, 2016 (as amended on March 15, 2016), January 13, 2017, January 16, 2018, January 11, 2019, June 28, 2019, July 10, 2020, May 28, 2021 and June 16, 2023 (File Nos. 333-172206, 333-180363, 333-187204,
333-194084, 333-202325, 333-209904, 333-215555, 333-222561, 333-229214, 333-232441, 333-239810, 333-256617 and 333-272753) is hereby
incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibit
No. |
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Description |
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Form |
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Incorporated
by Reference
From Exhibit
Number |
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Date
Filed |
4.1 |
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Specimen
Common Stock Certificate of the Registrant. |
|
S-8 |
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4.1 |
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4/1/2022 |
4.2 |
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Eighth
Amended and Restated Certificate of Incorporation of the Registrant filed on February 15, 2011. |
|
10-K |
|
3.1 |
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3/28/2011 |
4.3 |
|
Certificate
of Amendment to the Eighth Amended and Restated Certificate of Incorporation,
filed on April 1, 2022. |
|
S-8 |
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4.3 |
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4/1/2022 |
4.4 |
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Second
Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation filed on January 4, 2024. |
|
8-K |
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3.1 |
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1/5/2024 |
4.5 |
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Certificate
of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock. |
|
8-K |
|
3.1 |
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11/22/2016 |
4.6 |
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Certificate
of Elimination of Series A Participating Preferred Stock of the Registrant. |
|
8-K |
|
3.1 |
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8/2/2017 |
4.7 |
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Amended
and Restated Bylaws of Standard BioTools Inc. |
|
S-8 |
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4.8 |
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4/1/2022 |
5.1* |
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Opinion of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. |
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23.1* |
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Consent of PricewaterhouseCoopers
LLP, Independent Registered Public Accounting Firm. |
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23.2* |
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Consent of Ernst &
Young LLP, Independent Registered Public Accounting Firm. |
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24.1* |
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Power of Attorney (included on the signature page to this registration statement). |
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99.1# |
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Standard
BioTools Inc. Amended and Restated 2011 Equity Incentive Plan. |
|
8-K |
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10.1 |
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1/5/2024 |
107* |
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Filing Fee Table. |
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* Filed herewith.
# 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-8
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.
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STANDARD BIOTOOLS INC. |
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By: |
/s/
Michael Egholm, Ph.D. |
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Michael Egholm, Ph.D. |
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President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints each of Michael Egholm, Ph.D. and Jeffrey G. Black, acting alone or together with another attorney-in-fact, as
his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and
in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments)
to this registration statement, 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 and 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 attorney-in-fact and agent,
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.
Signature |
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Title |
|
Date |
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/s/ Michael Egholm, Ph.D. |
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President, Chief Executive Officer and Director |
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January 19, 2024 |
Michael Egholm, Ph.D. |
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(Principal Executive Officer) |
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/s/ Jeffrey G. Black |
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Chief Financial Officer |
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January 19, 2024 |
Jeffrey G. Black |
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(Principal Financial and Accounting Officer) |
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/s/ Tom Carey |
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Chairman of the Board of Directors |
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January 19, 2024 |
Tom Carey |
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/s/ Frank R. Witney, Ph.D. |
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Director |
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January 19, 2024 |
Frank R. Witney, Ph.D. |
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/s/ Fenel M. Eloi |
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Director |
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January 19, 2024 |
Fenel M. Eloi |
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/s/ Troy Cox |
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Director |
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January 19, 2024 |
Troy Cox |
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/s/ Eli Casdin |
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Director |
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January 19, 2024 |
Eli Casdin |
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/s/ Kathy Hibbs |
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Director |
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January 19, 2024 |
Kathy Hibbs |
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Exhibit 5.1
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One
Financial Center
Boston,
MA 02111
617
542 6000
mintz.com
|
January 19, 2024
Standard BioTools Inc.
2 Tower Place, Suite 2000
South San Francisco, CA 94080
Re: Registration Statement
on Form S-8
Ladies and Gentlemen:
We
have acted as legal counsel to Standard BioTools Inc., a Delaware corporation (the “Company”), in connection with the preparation
and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the
“Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as
amended (the “Securities Act”), of an aggregate of 15,000,000 additional shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share, that may be issued pursuant to the Company’s Amended and Restated 2011 Equity Incentive
Plan (the “2011 Plan”). This opinion is being rendered in connection with the filing of the Registration Statement with the
Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration
Statement.
In
connection with this opinion, we have examined the Company’s Eighth Amended and Restated Certificate of Incorporation, as amended,
and Amended and Restated Bylaws, each as currently in effect; such other records of the corporate proceedings of the Company and certificates
of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.
In
our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the
originals of such copies, and the truth and correctness of any representations and warranties contained therein. In addition, we have
assumed that the Company will receive any required consideration in accordance with the terms of the 2011 Plan.
Our
opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to
the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities
or blue sky laws of any state or any foreign jurisdiction.
Please
note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise
you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions
set forth herein.
Based
upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the 2011 Plan, will
be validly issued, fully paid and non-assessable.
Boston Los
Angeles MIAMI New York San Diego San Francisco toronto Washington
Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
MINTZ
January 19,
2024
Page 2 |
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We
understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements
of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent,
we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.
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Very truly yours, |
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/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. |
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Standard BioTools Inc. of our report dated March 14, 2023 relating to the financial statements and
the effectiveness of internal control over financial reporting, which appears in Standard BioTools Inc.’s Annual Report on Form 10-K
for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
San Jose, California
January 19, 2024
Exhibit 23.2
Consent of Independent Registered Public Accounting
Firm
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Standard BioTools Inc. pertaining to the Standard BioTools Inc. Amended and Restated 2011 Equity Incentive Plan of
our report dated March 28, 2023, with respect to the consolidated financial statements of SomaLogic, Inc. as of and for the years
ended December 31, 2022 and 2021 included in the Amendment No. 1 to the Current Report on Form 8-K of Standard BioTools
Inc., filed with the Securities and Exchange Commission on January 19, 2024.
/s/ Ernst & Young LLP
Denver, Colorado
January 19, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Standard BioTools Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security
Type |
|
Security
Class
Title |
|
Fee
Calculation
Rule |
|
Amount
Registered |
|
Proposed
Maximum
Offering
Price Per
Unit |
|
Maximum
Aggregate
Offering
Price |
|
Fee
Rate |
|
Amount of
Registration
Fee |
Equity |
|
Common
Stock,
$0.001
par value
per
share |
|
457(c) and 457(h) |
|
15,000,000 (1) |
|
$2.275 (2) |
|
$34,125,000 |
|
$0.00014760 |
|
$5,036.85 |
|
|
|
|
|
|
|
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Total Offering Amounts |
|
|
|
$34,125,000 |
|
|
|
$5,036.85 |
Total Fees Previously Paid |
|
|
|
|
|
|
|
— |
Total Fee Offsets |
|
|
|
|
|
|
|
— |
Net Fee Due |
|
|
|
|
|
|
|
$5,036.85 |
| (1) | The number of shares of common stock, par value $0.001 per share
(“Common Stock”) of Standard BioTools Inc. (the “Registrant”) stated above consists of additional
shares of Common Stock available for issuance pursuant to the Standard BioTools Inc. Amended and Restated 2011 Equity Incentive Plan (the
“2011 Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become
issuable under the 2011 Plan by reason of an event such as any stock split, stock dividend or similar adjustment effected without the
Registrant’s receipt of consideration that increases the number of the outstanding shares of Common Stock. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and
Rule 457(h) under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for
future grant or issuance under the 2011 Plan are based upon a price of $2.275 per share, which is the average of the high and the low
price of Registrant’s Common Stock as reported on The Nasdaq Global Select Market as of a date (January 16, 2024) within five
business days prior to filing this Registration Statement. |
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