Skip to main content

STANDARD BIOTOOLS INC

For the period ended Dec 31, 2024. Filed Mar 11, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 11, 2025

LAB$0.69+9.2%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

INDEX TO EXHIBITS

ExhibitNumberDescriptionIncorporatedby ReferenceFrom FormFile NumberIncorporatedby ReferenceFrom ExhibitNumberDate Filed
2.1††Agreement and Plan of Merger, dated January 28, 2014, by and among DVS Sciences, Inc., Standard BioTools Inc. (formerly Fluidigm Corporation), Dawid Merger Sub, Inc. and Shareholder Representative Services LLC.8-K001-341802.11/29/2014
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 SomaLogic, Inc. (CM Life Sciences II, Inc.), S-Craft Merger Sub, Inc., and SomaLogic Operating Co., Inc. (formerly SomaLogic, Inc.).S-4/A333-2561272.18/5/2021
2.3†Agreement and Plan of Merger, dated as of July 25, 2022, by and among SomaLogic, Inc., Panther Merger Subsidiary I, LLC, Panther Merger Subsidiary I, LLC, Palamedrix, Inc., and Securityholder Representative Services LLC.8-K001-400902.17/27/2022
2.4††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-K001-341802.110/4/2023
3.1Eighth Amended and Restated Certificate of Incorporation of Standard BioTools Inc. (formerly Fluidigm Corporation).10-K001-341803.13/28/2011
3.2Amended and Restated Bylaws of Standard BioTools Inc. (formerly Fluidigm Corporation).S-8333-2640864.84/1/2022
3.3Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation of Standard BioTools Inc. (formerly Fluidigm Corporation).S-8333-2640864.34/1/2022
3.4Second Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation of Standard BioTools Inc.8-K001-341803.11/5/2024
3.5Certificate of Designations of Rights, Preferences and Privileges of Series B-1 Convertible Preferred Stock.8-K001-341803.64/5/2022
3.6Certificate of Designations of Rights, Preferences and Privileges of Series B-2 Convertible Preferred Stock.8-K001-341803.74/5/2022
3.7Certificate of Elimination of Series B-1 Convertible Preferred Stock.8-K001-341803.13/18/2024
3.8Certificate of Elimination of Series B-2 Convertible Preferred Stock.8-K001-341803.23/18/2024
4.1Specimen Stock Certificate of Standard BioTools Inc.S-8333-2640864.14/1/2022
4.2Description of Securities.Filed herewith
4.3Indenture, dated February 4, 2014, by and between Standard BioTools Inc. (formerly Fluidigm Corporation) and U.S. Bank National Association.8-K001-341804.12/4/2014
ExhibitNumberDescriptionIncorporatedby ReferenceFrom FormFile NumberIncorporatedby ReferenceFrom ExhibitNumberDate Filed
4.4First Supplemental Indenture, dated February 4, 2014, by and between Standard BioTools Inc. (formerly Fluidigm Corporation) and U.S. Bank National Association.8-K001-341804.22/4/2014
4.5Form of Global Note (included in Exhibit 4.4).8-K001-341804.32/4/2014
4.6Indenture, dated November 22, 2019, by and between Standard BioTools Inc. (formerly Fluidigm Corporation) and U.S. Bank National Association.8-K001-341804.111/22/2019
4.7Form of 5.25% Convertible Senior Note due 2024 (included in Exhibit 4.6).8-K001-341804.211/22/2019
4.8Warrant Agreement, dated as of February 22, 2021, by and between SomaLogic, Inc. (formerly CM Life Sciences II Inc.) and Continental Stock Transfer & Trust Company.8-K001-4009010.12/26/2021
4.9Form of SomaLogic, Inc. Subscription Agreement.8-K001-4009010.13/29/2021
10.1#Form of Indemnification Agreement entered into by and between Standard BioTools Inc. (formerly Fluidigm Corporation) and certain of its officers and directors.S-1/A333-17096510.11/28/2011
10.2#Form of Indemnification Agreement entered into by and between Standard BioTools Inc. and certain of its officers and directors.10-K001-4009010.23/1/2024
10.3Lease, dated as of March 20, 2019, by and between AP3-SF3 CT North, LLC and Standard BioTools Inc. (formerly Fluidigm Corporation).10-Q001-3418010.15/7/2019
10.4First Amendment to Lease, dated as of April 26, 2019, by and between AP3-SF3 CT North, LLC and Standard BioTools Inc. (formerly Fluidigm Corporation).10-Q001-3418010.25/7/2019
10.5Second Amendment to Lease, dated as of February 25, 2020, by and between AP3-SF3 CT North, LLC and Standard BioTools Inc. (formerly Fluidigm Corporation).10-K001-3418010.2B2/25/2021
10.6†Office Lease, dated as of August 17, 2015, by and among Rodick Equities Inc., Standard BioTools Canada Inc. (formerly Fluidigm Canada Inc.), and Standard BioTools Inc. (formerly Fluidigm Corporation).10-Q001-3418010.111/9/2015
10.7Tenancy for Flatted Factory Space, dated as of July 27, 2005, by and between JTC Corporation and Standard BioTools Singapore Pte. Ltd. (formerly Fluidigm Singapore Pte. Ltd.).S-1333-17096510.2012/3/2010
10.8Offer of Tenancy for Facility Lease, dated as of October 14, 2013, by and between Standard BioTools Singapore Pte. Ltd. (formerly Fluidigm Singapore Pte. Ltd.) and SBC Institutional Trust Services (Singapore) Limited, as Trustee of Ascendas Real Estate Investment Trust.10-K001-3418010.213/12/2014
10.9Offer of Tenancy for Lease of Additional Space, dated as of April 2, 2015, by and between Standard BioTools Singapore Pte. Ltd. (formerly Fluidigm Singapore Pte. Ltd.) and HSBC Institutional Trust Services (Singapore) Limited, as Trustee of Ascendas Real Estate Investment Trust.10-Q001-3418010.18/10/2015
ExhibitNumberDescriptionIncorporatedby ReferenceFrom FormFile NumberIncorporatedby ReferenceFrom ExhibitNumberDate Filed
10.10Lease Agreement, dated as of November 19, 2020, by and between Standard BioTools Singapore Pte. Ltd. (formerly Fluidigm Singapore Pte. Ltd.) and HSBC Institutional Trust Services (Singapore) Limited as Trustee of Ascendas Real Estate Investment Trust.10-Q001-3418010.28/6/2021
10.11Lease Agreement, dated as of June 8, 2021, by and between Standard BioTools Singapore Pte. Ltd. (formerly Fluidigm Singapore Pte. Ltd.) and HSBC Institutional Trust Services (Singapore) Limited as Trustee of Ascendas Real Estate Investment Trust.10-Q001-3418010.38/6/2021
10.12Lease Agreement, dated as of December 13, 2021, by and between Standard BioTools Singapore Pte. Ltd. (formerly Fluidigm Singapore Pte. Ltd.) and HSBC Institutional Trust Services (Singapore) Limited as Trustee of Ascendas Real Estate Investment Trust.10-K001-3418010.5D3/8/2022
10.13Sublease, dated as of August 30, 2022, by and between Standard BioTools Inc. and CIRC Bio, Inc.10-Q001-3418010.111/9/2022
10.14Sublease, dated as of February 28, 2023, by and between Standard BioTools Inc. and First Databank, Inc.10-Q001-3418010.15/9/2023
10.15††Lease Agreement, dated February 10, 2022, by and between SomaLogic Operating Co., Inc. and Louisville 1 Industrial Owner, LLC.8-K001-4009010.12/16/2022
10.16††Lease Agreement, dated February 10, 2022, by and between SomaLogic Operative Co., Inc. and Louisville 2 Industrial Owner, LLC.8-K001-4009010.22/16/2022
10.17†Second Amended and Restated License Agreement, dated as of May 1, 2004, by and between California Institute of Technology and Standard BioTools Inc. (formerly Fluidigm Corporation).10-Q001-3418010.211/9/2020
10.18†First Addendum to Second Amended and Restated License Agreement, dated as of March 29, 2007, by and between California Institute of Technology and Standard BioTools Inc. (formerly Fluidigm Corporation).10-Q001-3418010.2A11/9/2020
10.19†Co-Exclusive License Agreement, dated as of October 15, 2000, by and between President and Fellows of Harvard College and Standard BioTools Inc. (formerly Mycometrix Corporation).10-Q001-3418010.311/9/2020
10.20†First Amendment to Co-Exclusive License Agreement, dated as of October 15, 2000, by and between President and Fellows of Harvard College and Standard BioTools Inc. (formerly Mycometrix Corporation).10-Q001-3418010.3A11/9/2020
10.21†Co-Exclusive License Agreement, dated as of October 15, 2000, by and between President and Fellows of Harvard College and Standard BioTools Inc. (formerly Mycometrix Corporation).10-Q001-3418010.411/9/2020
ExhibitNumberDescriptionIncorporatedby ReferenceFrom FormFile NumberIncorporatedby ReferenceFrom ExhibitNumberDate Filed
10.22†Co-Exclusive License Agreement, dated as of October 15, 2000, by and between President and Fellows of Harvard College and Standard BioTools Inc. (formerly Mycometrix Corporation).10-Q001-3418010.511/9/2020
10.23†Letter Agreement, dated as of December 22, 2004, by and between President and Fellows of Harvard College and Standard BioTools Inc. (formerly Fluidigm Corporation).10-Q001-3418010.611/9/2020
10.24Purchase Agreement, dated as of November 20, 2019, by and between Standard BioTools Inc. (formerly Fluidigm Corporation) and Barclays Capital Inc., as representative of the several initial purchasers named in Schedule I thereto.8-K001-3418010.111/22/2019
10.25†Solicitation/Contract/Order for Commercial Items, dated as of July 30, 2020, by and between Standard BioTools Inc. (formerly Fluidigm Corporation) and National Institutes of Health, as amended on September 28, 2020.10-Q001-3418010.111/9/2020
10.26†Amendment of Solicitation/Modification of Contract, dated as of May 10, 2021, by and between Standard BioTools Inc. (formerly Fluidigm Corporation) and the National Institutes of Health.10-Q001-3418010.18/6/2021
10.27†Amendment of Solicitation/Modification of Contract, dated as of September 29, 2021, by and between Standard BioTools Inc. (formerly Fluidigm Corporation) and the National Institutes of Health.10-Q001-3418010.111/9/2021
10.28Private Placement Warrants Purchase Agreement, dated February 22, 2021, by and among SomaLogic, Inc. (formerly CM Life Sciences II Inc.), CMLS Holdings LLC and certain directors (and/or entities controlled by them) named in Exhibit A thereto.8-K001-4009010.42/26/2021
10.29Registration Rights Agreement, dated as of January 23, 2022, by and between Standard BioTools Inc. (formerly Fluidigm Corporation), Casdin Private Growth Equity Fund II, L.P., Casdin Partners Master Fund, L.P., Viking Global Opportunities Illiquid Investments Sub-Master LP, and Viking Global Opportunities Drawdown (Aggregator) LP.8-K001-3418010.51/24/2022
10.30SomaLogic, Inc. (formerly CM Life Sciences II Inc.) Form of Amended and Restated Registration Rights Agreement.8-K001-4009010.63/29/2021
10.31#Standard BioTools Inc. (formerly Fluidigm Corporation) Executive Bonus Plan.10-Q001-3418010.253/28/2011
10.32#Form of Amended and Restated Employment and Severance Agreement entered into by and between Standard BioTools Inc. (formerly Fluidigm Corporation) and each of its executive officers.8-K001-3418010.1412/11/2012
10.33#Standard BioTools Inc. (formerly Fluidigm Corporation) Form of Retention Letter.8-K001-3418010.101/24/2022
10.34#Michael Egholm Offer Letter.8-K001-3418010.71/24/2022
10.35#Alex Kim Offer Letter.8-K001-3418010.91/24/2022
ExhibitNumberDescriptionIncorporatedby ReferenceFrom FormFile NumberIncorporatedby ReferenceFrom ExhibitNumberDate Filed
10.36# · Sean Mackay Offer Letter. · Filed Herewith
10.37#Standard BioTools Inc. (formerly Fluidigm Corporation) 2020 Change of Control and Severance Plan.10-Q001-3418010.58/7/2020
10.38#Standard BioTools Inc. 2023 Change of Control and Severance Plan.8-K001-3418010.17/28/2023
10.39#Standard BioTools Inc. 2023 Change of Control and Severance Plan Participation Agreement, dated as of July 27, 2023, by and between Standard BioTools Inc. and Michael Egholm, Ph.D.8-K001-3418010.27/28/2023
10.40#2024 Change of Control and Severance Plan and Participation Agreement.8-K001-3418010.18/30/2024
10.41#Standard BioTools Inc. (formerly Fluidigm Corporation) 2009 Equity Incentive Plan, as amended.S-1333-17096510.312/3/2010
10.42#Standard BioTools Inc. (formerly Fluidigm Corporation) 2009 Equity Incentive Plan Forms of Agreements.S-1333-17096510.3A12/3/2010
10.43#Amendments to the Standard BioTools Inc. 2011 Equity Incentive Plan, the Standard BioTools Inc. (formerly Fluidigm Corporation) 2009 Equity Incentive Plan and the Standard BioTools Inc. (formerly DVS Sciences, Inc.) 2010 Equity Incentive Plan.8-K001-3418010.28/2/2017
10.44#Standard BioTools Inc. Amended and Restated 2011 Equity Incentive Plan.8-K001-3418010.11/5/2024
10.45#Standard BioTools Inc. (formerly Fluidigm Corporation) 2011 Equity Incentive Plan Forms of Agreements for U.S. Participants.SC TO-I005-86635(d)(2)8/23/2017
10.46#Rules of the Standard BioTools Inc. (formerly Fluidigm Corporation) 2011 Equity Incentive Plan for Restricted Stock Unit Awards Granted to French Participants.SC TO-I005-86635(d)(3)8/23/2017
10.47#Rules of the Standard BioTools Inc. (formerly Fluidigm Corporation) 2011 Equity Incentive Plan for Options Granted to French Participants.SC TO-I005-86635(d)(4)8/23/2017
10.48#UK Sub-Plan to the Standard BioTools Inc. (formerly Fluidigm Corporation) 2011 Equity Incentive Plan.SC TO-I005-86635(d)(5)8/23/20217
10.49#Standard BioTools Inc. (formerly Fluidigm Corporation) 2011 Equity Incentive Plan Form of Restricted Stock Unit Agreement for Non-U.S. Participants.SC TO-I005-86635(d)(6)8/23/2017
10.50#Standard BioTools Inc. (formerly Fluidigm Corporation) 2011 Equity Incentive Plan Form of Stock Option Agreement for Non-U.S. Participants.SC TO-I005-86635(d)(7)8/23/2017
10.51#Standard BioTools Inc. 2011 Equity Incentive Plan Form of PSU Award Agreement.8-K001-3418010.37/28/2023
10.52#Standard BioTools Inc. (formerly Fluidigm Corporation) 2017 Inducement Award Plan and Form of Agreements.8-K001-3418010.11/11/2017
ExhibitNumberDescriptionIncorporatedby ReferenceFrom FormFile NumberIncorporatedby ReferenceFrom ExhibitNumberDate Filed
10.53#Standard BioTools Inc. (formerly Fluidigm Corporation) Amended and Restated 2017 Employee Stock Purchase Plan.8-K001-3418010.16/24/2020
10.54#Standard BioTools Inc. 2022 Inducement Equity Incentive Plan.S-8333-2640864.94/1/2022
10.55#Standard BioTools Inc. 2022 Inducement Equity Incentive Plan Form of Notice of Stock Option Grant and Stock Option Agreement.S-8333-26408699.14/1/2022
10.56#Standard BioTools Inc. 2022 Inducement Equity Incentive Plan Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement.S-8333-26408699.24/1/2022
10.57#SomaLogic, Inc. 2009 Equity Incentive Plan.S-4333-25612710.75/14/2021
10.58#Form of Non-Statutory Stock Option Agreement under the SomaLogic, Inc. 2009 Equity Incentive Plan.S-4333-25612710.85/14/2021
10.59#Form of Incentive Stock Option Agreement under the SomaLogic, Inc. 2009 Equity Incentive Plan.S-4333-25612710.95/14/2021
10.60#SomaLogic, Inc. 2017 Equity Incentive Plan.S-4333-25612710.105/14/2021
10.61#Form of Option Agreement (Incentive Stock Option or Non-statutory Stock Option) under the SomaLogic, Inc. 2017 Equity Incentive Plan.S-4333-25612710.115/14/2021
10.62#SomaLogic, Inc. 2021 Omnibus Incentive Plan.S-4/A333-25612710.18/5/2021
10.63#SomaLogic, Inc. Employee Stock Purchase Plan.S-4/A333-25612710.28/5/2021
10.64#Form of Stock Appreciation Rights Agreement pursuant to the SomaLogic, Inc. 2021 Omnibus Incentive Plan.S-4/A333-25612710.36/5/2021
10.65#Form of Incentive Stock Option Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan.S-4/A333-25612710.46/5/2021
10.66#Form of Restricted Stock Unit Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan.S-4/A333-25612710.56/5/2021
10.67#Form of Restricted Stock Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan.S-4/A333-25612710.66/5/2021
10.68#Form of Non-Qualified Stock Option Award Agreement under the SomaLogic, Inc. 2021 Omnibus Incentive Plan.S-4/A333-25612710.76/5/2021
10.69Third Amendment to Collaboration Agreement, dated September 21, 2023, by and among SomaLogic, Inc., Illumina Cambridge, Ltd., and Illumina, Inc.10-Q001-4009010.111/8/2023
10.70Second Amendment to Collaboration Agreement, dated June 15, 2023, by and among SomaLogic, Inc., Illumina Cambridge, Ltd., and Illumina Inc.10-Q001-4009010.48/14/2023
10.71First Amendment to Collaboration Agreement, dated November 14, 2022, by and among SomaLogic, Inc., Illumina Cambridge, Ltd. and Illumina, Inc.10-K001-3979610.383/28/2023
ExhibitNumberDescriptionIncorporatedby ReferenceFrom FormFile NumberIncorporatedby ReferenceFrom ExhibitNumberDate Filed
10.72†Collaboration Agreement, dated December 31, 2021, by and among SomaLogic, Inc., Illumina Cambridge, Ltd. and Illumina, Inc.10-K001-4009010.363/29/2022
10.73Second Amendment to Supply Agreement, dated April 11, 2023, by and between SomaLogic, Inc. and Agilent Technologies, Inc.10-Q001-4009010.18/14/2023
10.74†Supply Agreement, dated April 8, 2019, by and between SomaLogic, Inc. and Agilent Technologies, Inc., as amended by that certain First Amendment to Supply Agreement, dated October 1, 2021, by and between SomaLogic, Inc. and Agilent Technologies, Inc.10-K001-4009010.343/29/2022
10.75#Standard BioTools Inc. Nonemployee Director Compensation Policy.10-K/A001-4009010.964/26/2024
10.76Exchange Agreement, dated March 18, 2024, by and between Standard BioTools Inc. and Casdin Private Growth Equity Fund II, L.P., Casdin Partners Master Fund, L.P., Viking Global Opportunities Illiquid Investments Sub-Master LP and Viking Global Opportunities Drawdown (Aggregator) LP.8-K001-4009010.13/18/2024
19.1Standard BioTools Inc. Insider Trading PolicyFiled herewith
21.1Subsidiaries of Standard BioTools Inc.Filed herewith
23.1Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.Filed herewith
24.1Power of Attorney (contained in the signature page to this Form 10-K).Filed herewith
31.1Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.Filed herewith
31.2Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.Filed herewith
32.1~Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.Filed herewith
32.2~Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.Filed herewith
97.1#Standard BioTools Inc. Clawback Policy.10-K001-4009097.13/1/2024
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.Filed herewith
101.SCHInline XBRL Taxonomy Extension Schema with Embedded Linkbases DocumentFiled herewith
ExhibitNumberDescriptionIncorporatedby ReferenceFrom FormFile NumberIncorporatedby ReferenceFrom ExhibitNumberDate Filed
104Cover Page Interactive Data File (embedded within the Inline XBRL document)Filed herewith

Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

† Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv) or pursuant to an order granted by the Securities and Exchange Commission for confidential treatment.

†† The schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

~ In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that Standard BioTools Inc. specifically incorporates it by reference.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.