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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-27 · 153 added, 98 removed, 109 unchanged (70% of the section changed)

2 unchanged sentences

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

15 unchanged sentences

OTHER INFORMATION

On February 26, 2020, Nicholas Khadder notified the Company of his intention to resign from his position as Senior Vice President, General Counsel and Corporate Secretary, and from any and all other positions he holds as an officer or employee of the Company, in order to pursue another opportunity.

Khadder’s resignation is effective as of March 13, 2020.

On February 19, 2021, we and the National Institutes of Health (NIH) entered into a modification (the Modification) of our contract under the NIH Rapid Acceleration of Diagnostics program dated July 30, 2020 and amended September 28, 2020 (the NIH Contract).

The Modification revised the milestones under the NIH Contract to include, in addition to the Advanta Dx SARS-CoV-2 RT-PCR Assay, the development and manufacture of a cartridge-based COVID-19 assay designed to provide a more integrated sample-to-answer workflow.

The Modification also extended the period of performance under the NIH Contract through September 30, 2021.

The Modification did not change the total NIH Contract value of up to approximately $34.0 million based upon our achievement of milestones.

The foregoing description of the Modification does not purport to be complete and is qualified in its entirety by reference to the Modification, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2021.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

Period Additions/

Expense Deductions Balance at

Year ended December 31, 2020

Accounts receivable allowance $ 6 $ 356 $ ( 6 ) $ 356

Year ended December 31, 2019

Accounts receivable allowance $ 126 $ 179 $ ( 299 ) $ 6

Year ended December 31, 2018

Accounts receivable allowance $ 391 $ 162 $ ( 427 ) $ 126

Period Additions/

Expense Deductions Balance at

Year ended December 31, 2020

Warranty allowance $ 1,390 $ 1,028 $ ( 755 ) $ 1,663

Year ended December 31, 2019

Warranty allowance $ 863 $ 1,386 $ ( 859 ) $ 1,390

Year ended December 31, 2018

Warranty allowance $ 699 $ 1,573 $ ( 1,409 ) $ 863

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

18 unchanged sentences

Securities and Exchange Commission.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

Year ended December 31, 2019

Accounts receivable allowance

Year ended December 31, 2018

Accounts receivable allowance

Year ended December 31, 2017

Accounts receivable allowance

Year ended December 31, 2019

Warranty allowance

Year ended December 31, 2018

Warranty allowance

Year ended December 31, 2017

Warranty allowance

FORM 10-K SUMMARY

INDEX TO EXHIBITS

Description Incorporated

From Form Incorporated

Number Date Filed

2.1 Agreement and Plan of Merger dated January 28, 2014 by and among Fluidigm Corporation, DVS Sciences, Inc., Dawid Merger Sub, Inc.

and Shareholder Representative Services LLC.

8-K 2.1 1/29/2014

3.1 Eighth Amended and Restated Certificate of Incorporation of Fluidigm Corporation filed on February 15, 2011.

10-K 3.1 3/28/2011

3.2 Amended and Restated Bylaws of Fluidigm Corporation effective as of February 9, 2011.

10-K 3.2 3/28/2011

3.3 Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock.

8-K 3.1 11/22/2016

3.4 Certificate of Elimination of Series A Participating Preferred Stock of Fluidigm Corporation.

8-K 3.1 8/2/2017

4.1 Specimen Common Stock Certificate of Fluidigm Corporation.

S-8 4.1 8/3/2017

4.2 Description of Securities.

Filed herewith

4.3 Indenture, dated February 4, 2014, by and between Fluidigm Corporation and U.S.

Bank National Association.

8-K 4.1 2/4/2014

4.4 First Supplemental Indenture, dated February 4, 2014, by and between Fluidigm Corporation and U.S.

Bank National Association.

8-K 4.2 2/4/2014

4.5 Form of Global Note (included in Exhibit 4.

Description of Securities.

Filed herewith

8-K 4.3 2/4/2014

4.6 Indenture, dated November 22, 2019, by and between Fluidigm Corporation and U.S.

Bank National Association.

8-K 4.1 11/22/2019

4.7 Form of 5.25% Convertible Senior Note due 2024 (included in Exhibit 4.

8-K 4.2 11/22/2019

10.1 Form of Indemnification Agreement between Fluidigm Corporation and its directors and officers.

S-1/A 10.1 1/28/2011

10.2 Lease between AP3-SF3 CT North, LLC and Fluidigm Corporation, dated March 20, 2019.

First Amendment to Lease between AP3-SF3 CT North, LLC and Fluidigm Corporation, dated April 26, 2019.

10-Q 10.1 5/7/2019

10.2A First Amendment to Lease between AP3-SF3 CT North, LLC and Fluidigm Corporation, dated April 26, 2019.

10-Q 10.2 5/7/2019

10.2B Second Amendment to Lease between AP3-SF3 CT North, LLC and Fluidigm Corporation, dated February 25, 2020.

Filed herewith

10.3† Office Lease by and among Rodick Equities Inc., Fluidigm Canada Inc., and Fluidigm Corporation, dated August 17, 2015.

10-Q 10.1 11/9/2015

10.4 Tenancy for Flatted Factory Space in Singapore between JTC Corporation and Fluidigm Corporation dated July 27, 2005, as amended August 12, 2008 and May 31, 2010.

S-1 10.20 12/3/2010

10.5 Offer of Tenancy for Facility Lease between Fluidigm Singapore Pte.

and SBC Institutional Trust Services (Singapore) Limited, as trustee of Ascendas Real Estate Investment Trust dated October 14, 2013.

10-K 10.21 3/12/2014

10.6 Offer of Tenancy for Lease of Additional Space at Singapore Facility between Fluidigm Singapore Pte.

and HSBC Institutional Trust Services (Singapore) Limited, as trustee of Ascendas Real Estate Investment Trust, dated April 2, 2015.

10-Q 10.1 8/10/2015

Description Incorporated

From Form Incorporated

Number Date Filed

10.7# 2009 Equity Incentive Plan of Fluidigm Corporation, as amended.

Forms of agreements under the 2009 Equity Incentive Plan.

Fluidigm Corporation 2011 Equity Incentive Plan, as amended and restated effective June 3, 2019.

Forms of agreements under the 2011 Equity Incentive Plan.

Amendments to the Fluidigm Corporation 2011 Equity Incentive Plan and 2009 Equity Incentive Plan and the DVS Sciences, Inc.

S-1 10.3 12/3/2010

10.7A# Forms of agreements under the 2009 Equity Incentive Plan.

S-1 10.3A 12/3/2010

10.8# Fluidigm Corporation 2011 Equity Incentive Plan, as amended effective June 23, 2020.

8-K 10.2 6/24/2020

10.8A# Forms of agreements under the 2011 Equity Incentive Plan.

S-1/A 10.4A 1/28/2011

10.8B# Amendments to the Fluidigm Corporation 2011 Equity Incentive Plan and 2009 Equity Incentive Plan and the DVS Sciences, Inc.

2010 Equity Incentive Plan.

Forms of U.S.

8-K 10.2 8/2/2017

10.8C# Forms of U.S.

agreements under the 2011 Equity Incentive Plan.

Rules of the Fluidigm Corporation 2011 Equity Incentive Plan for Restricted Stock Unit Awards Granted to French Participants.

Rules of the Fluidigm Corporation 2011 Equity Incentive Plan for Options Granted to French Participants.

UK Sub-plan to the Fluidigm Corporation 2011 Equity Incentive Plan.

Form of Restricted Stock Unit Agreement-Non-U.S.

SC TO-I (d)(2) 8/23/2017

10.8D Rules of the Fluidigm Corporation 2011 Equity Incentive Plan for Restricted Stock Unit Awards Granted to French Participants.

SC TO-I (d)(3) 8/23/2017

10.8E Rules of the Fluidigm Corporation 2011 Equity Incentive Plan for Options Granted to French Participants.

SC TO-I (d)(4) 8/23/2017

10.8F UK Sub-plan to the Fluidigm Corporation 2011 Equity Incentive Plan.

SC TO-I (d)(5) 8/23/2017

10.8G# Form of Restricted Stock Unit Agreement-Non-U.S.

under the 2011 Equity Incentive Plan.

Form of Stock Option Agreement-Non-U.S.

SC TO-I (d)(6) 8/23/2017

10.8H# Form of Stock Option Agreement-Non-U.S.

under the 2011 Equity Incentive Plan.

SC TO-I (d)(7) 8/23/2017

10.9# Fluidigm Corporation 2017 Inducement Award Plan and related form agreements.

2017 Employee Stock Purchase Plan.

8-K 10.1 1/11/2017

10.10# Fluidigm Corporation 2017 Employee Stock Purchase Plan, as amended and restated effective June 23, 2020.

8-K 10.1 6/24/2020

10.11# Executive Bonus Plan.

Second Amended and Restated License Agreement between California Institute of Technology and Fluidigm Corporation, effective as of May 1, 2004.

First Addendum, effective as of March 29, 2007, to Second Amended and Restated License Agreement between California Institute of Technology and Fluidigm Corporation effective as of May 1, 2004.

Co-Exclusive License Agreement between President and Fellows of Harvard College and Fluidigm Corporation effective as of October 15, 2000.

First Amendment to Co-Exclusive License Agreement between President and Fellows of Harvard College and Fluidigm Corporation effective as of October 15, 2000.

Co-Exclusive License Agreement between President and Fellows of Harvard College and Fluidigm Corporation effective as of October 15, 2000.

Letter Agreement between President and Fellows of Harvard College and Fluidigm Corporation dated December 22, 2004.

10-K 10.25 3/28/2011

10.12† Second Amended and Restated License Agreement between California Institute of Technology and the registrant, effective as of May 1, 2004.

10-Q 10.2 11/9/2020

10.12A† First Addendum, effective as of March 29, 2007, to Second Amended and Restated License Agreement between California Institute of Technology and the registrant effective as of May 1, 2004.

10-Q 10.2A 11/9/2020

10.13† Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.

10-Q 10.3 11/9/2020

10.13A† First Amendment to Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.

10-Q 10.3A 11/9/2020

10.14† Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.

10-Q 10.4 11/9/2020

10.15† Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.

10-Q 10.5 11/9/2020

10.16† Letter Agreement between President and Fellows of Harvard College and the registrant dated December 22, 2004.

10-Q 10.6 11/9/2020

Description Incorporated

From Form Incorporated

Number Date Filed

10.17† License Agreement between MDS Analytical Technologies, a business unit of MDS INC., and DVS Sciences Inc., dated July 17, 2008.

10-Q/A 10.3 9/15/2014

10.18† Sublicense Agreement between DVS Sciences Inc.

and Fluidigm Corporation, dated January 28, 2014.

10-Q/A 10.4 9/15/2014

10.19 Loan and Security Agreement, dated as of August 2, 2018 by and between Fluidigm Corporation and Silicon Valley Bank .

Default Waiver and First Amendment to Loan and Security Agreement, dated September 1, 2018, between the Company and Silicon Valley Bank.

Filed herewith

Second Amendment to Loan and Security Agreement, dated November 20, 2019, between the Company and Silicon Valley Bank.

8-K 10.1 8/2/2018

10.19A Default Waiver and First Amendment to Loan and Security Agreement, dated September 1, 2018, between the Company and Silicon Valley Bank.

10-K 10.13A 2/27/2020

10.19B Second Amendment to Loan and Security Agreement, dated November 20, 2019, between the Company and Silicon Valley Bank.

8-K 10.2 11/22/2019

10.19C Third Amendment to Loan and Security Agreement, dated April 21, 2020, between the Company and Silicon Valley Bank.

8-K 10.1 4/22/2020

10.20 Purchase Agreement, dated November 20, 2019, between Fluidigm Corporation and Barclays Capital Inc., as representative of the several initial purchasers named in Schedule I thereto.

8-K 10.1 11/22/2019

10.21 Open Market Sale Agreement, dated as of March 4, 2020, between Fluidigm Corporation and Jefferies LLC.

8-K 1.1 3/5/2020

Contract by and between the National Institutes of Health and the registrant effective as of July 30, 2020, as amended September 28, 2020.

10-Q 10.1 11/9/2020

10.23# Form of Amended and Restated Employment and Severance Agreement between Fluidigm Corporation and each of its executive officers.

8-K 10.14 12/11/2012

10.24# Fluidigm Corporation 2020 Change of Control and Severance Plan.

10-Q 10.5 8/7/2020

10.25# Endorsement Split-Dollar Life Insurance Agreement.

10-Q 10.5 11/7/2017

10.26# Offer Letter to Stephen Christopher Linthwaite, dated July 14, 2016.

10-Q 10.1 5/8/2018

10.27# Employment and Severance Agreement, effective as of August 1, 2016, by and between Fluidigm Corporation and Stephen Christopher Linthwaite .

10-Q 10.2 11/9/2016

10.28# Offer Letter to Vikram Jog dated January 29, 2008.

S-1 10.17 12/3/2010

10.29# Offer Letter to Bradley A.

Kreger dated February 13, 2018.

Lease Agreement between ARE - San Francisco No.

17 LLC and Fluidigm Corporation, dated September 14, 2010, as amended September 22, 2010.

Second Amendment to Lease Agreement between ARE-San Francisco No.

17, LLC and Fluidigm Corporation, dated April 9, 2013.

Fourth Amendment to Lease Agreement between ARE-San Francisco No.

17, LLC and Fluidigm Corporation, dated June 4, 2014.

Fifth Amendment to Lease Agreement between ARE-San Francisco No.

17, LLC and Fluidigm Corporation, dated September 15, 2014.

Sixth Amendment to Lease Agreement between ARE-San Francisco No.

17, LLC and Fluidigm Corporation, dated December 8, 2015.

Seventh Amendment to Lease Agreement between ARE-San Francisco No.

17, LLC and Fluidigm Corporation, dated March 23,2017.

Eighth Amendment to Lease Agreement between ARE-San Francisco No.

17, LLC and Fluidigm Corporation, dated August 2, 2017.

Ninth Amendment to Lease Agreement between ARE-San Francisco No.

17, LLC and Fluidigm Corporation, dated May 31, 2018.

Tenth Amendment to Lease Agreement between ARE-San Francisco No.

17, LLC and Fluidigm Corporation, dated August 14, 2019.

Tenancy for Flatted Factory Space in Singapore between JTC Corporation and Fluidigm Corporation dated July 27, 2005, as amended August 12, 2008 and May 31, 2010.

Offer of Tenancy for Facility Lease between Fluidigm Singapore Pte.

and SBC Institutional Trust Services (Singapore) Limited, as trustee of Ascendas Real Estate Investment Trust dated October 14, 2013.

Offer of Tenancy for Lease of Additional Space at Singapore Facility between Fluidigm Singapore Pte.

and HSBC Institutional Trust Services (Singapore) Limited, as trustee of Ascendas Real Estate Investment Trust, dated April 2, 2015.

Office Lease by and among Rodick Equities Inc., Fluidigm Canada Inc., and Fluidigm Corporation, dated August 17, 2015.

License Agreement between MDS Analytical Technologies, a business unit of MDS INC., and DVS Sciences Inc., dated July 17, 2008.

Sublicense Agreement between DVS Sciences Inc.

and Fluidigm Corporation, dated January 28, 2014.

10-K 10.18 3/18/2019

10.30# Offer Letter to Colin McCracken dated April 12, 2019.

Filed herewith

10.31# Offer Letter to Nick Khadder dated April 6, 2020.

Filed herewith

21.1 Subsidiaries of Fluidigm Corporation.

Filed herewith

23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

8 unchanged sentences

Filed herewith

Description Incorporated

From Form Incorporated

Number Date Filed

32.1~ Certification Pursuant to 18 U.S.C.

2 unchanged sentences

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 Executive Officer.

Filed herewith

XBRL 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

XBRL Taxonomy Extension Schema Document

Filed herewith

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

XBRL Taxonomy Extension Label Document

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Fi nancial Officer.

Filed herewith

XBRL Taxonomy Extension Presentation Document

101.INS XBRL 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.SCH XBRL Taxonomy Extension Schema Document Filed herewith

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith

101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith

101.LAB XBRL Taxonomy Extension Label Document Filed herewith

101.PRE XBRL Taxonomy Extension Presentation Document Filed herewith

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

† Portions of the exhibit have been omitted pursuant to an order granted by the Securities and Exchange Commission for confidential treatment.

† 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.

~ In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No.

4 unchanged sentences

FLUIDIGM CORPORATION

February 27, 2020

February 25, 2021 By:

/s/ Stephen Christopher Linthwaite

4 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Stephen Christopher Linthwaite

President and Chief Executive Officer (Principal Executive Officer);

February 27, 2020

Signature Title Date

/s/ Stephen Christopher Linthwaite President and Chief Executive Officer (Principal Executive Officer);

Director February 25, 2021

Stephen Christopher Linthwaite

/s/ Vikram Jog

Chief Financial Officer (Principal Financial and Accounting Officer)

February 27, 2020

/s/ Samuel D.

Chairman of the Board of Directors

February 27, 2020

/s/ Vikram Jog Chief Financial Officer (Principal Financial and Accounting Officer) February 25, 2021

/s/ Carlos V.

Paya Chairman of the Board of Directors February 25, 2021

/s/ Nicolas M.

February 27, 2020

Barthelemy Director February 25, 2021

/s/ Gerhard F.

February 27, 2020

/s/ Patrick S.

February 27, 2020

/s/ Carlos V.

February 27, 2020

Burbach Director February 25, 2021

Clague Director February 25, 2021

Colston Director February 25, 2021

Stankovic Director February 25, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures