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, 2021.
−Removed: 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
−Removed: SEC’s rules and forms.
+Added: 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.
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
−Removed: 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).
−Removed: 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.
−Removed: The Modification also extended the period of performance under the NIH Contract through September 30, 2021.
−Removed: The Modification did not change the total NIH Contract value of up to approximately $34.0 million based upon our achievement of milestones.
−Removed: 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.
+Added: DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
45 unchanged sentences
10-K 3.1 3/28/2011
−Removed: 3.2 Amended and Restated Bylaws of Fluidigm Corporation effective as of February 9, 2011.
+Added: 3.2 Amended and Restated Bylaws of Fluidigm Corporation effective as of April 24, 2021.
8-K 3.1 4/29/2021
6 unchanged sentences
4.2 Description of Securities.
−Removed: Filed herewith
+Added: 10-K 4.2 2/25/2021
4.3 Indenture, dated February 4, 2014, by and between Fluidigm Corporation and U.S.
18 unchanged sentences
10.2B Second Amendment to Lease between AP3-SF3 CT North, LLC and Fluidigm Corporation, dated February 25, 2020.
−Removed: Filed herewith
+Added: 10-K 10.2B 2/25/2021
10.3† Office Lease by and among Rodick Equities Inc., Fluidigm Canada Inc., and Fluidigm Corporation, dated August 17, 2015.
5 unchanged sentences
10-K 10.21 3/12/2014
−Removed: 10.6 Offer of Tenancy for Lease of Additional Space at Singapore Facility between Fluidigm Singapore Pte.
+Added: 10.5A 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.
3 unchanged sentences
Number Date Filed
+Added: 10.5B Lease Agreement dated November 19, 2020 between Fluidigm Singapore Pte.
+Added: and HSBC Institutional Trust Services (Singapore) Limited as Trustee of Ascendas Real Estate Investment Trust.
+Added: 10-Q 10.2 8/6/2021
+Added: 10.5C Lease Agreement dated June 8, 2021 between Fluidigm Singapore Pte.
+Added: and HSBC Institutional Trust Services (Singapore) Limited as Trustee of Ascendas Real Estate Investment Trust.
+Added: 10-Q 10.3 8/6/2021
+Added: 10.5D Lease Agreement dated December 13, 2021 between Fluidigm Singapore Pte.
+Added: and HSBC Institutional Trust Services (Singapore) Limited as Trustee of Ascendas Real Estate Investment Trust.
+Added: Filed herewith
+Added: 10.6 Reserved.
10.7# 2009 Equity Incentive Plan of Fluidigm Corporation, as amended.
2 unchanged sentences
S-1 10.3A 12/3/2010
−Removed: 10.8# Fluidigm Corporation 2011 Equity Incentive Plan, as amended effective June 23, 2020.
+Added: 10.8# Fluidigm Corporation 2011 Equity Incentive Plan, as amended effective M ay 25 , 202 1 .
8-K 10.1 5/25/2021
31 unchanged sentences
10-Q 10.3 11/9/2020
+Added: Description Incorporated
+Added: From Form Incorporated
+Added: Number Date Filed
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.
6 unchanged sentences
10-Q 10.6 11/9/2020
−Removed: Description Incorporated
−Removed: From Form Incorporated
−Removed: 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.
11 unchanged sentences
8-K 10.1 4/22/2020
+Added: 10.19D Fourth Amendment to Loan and Security Agreement, dated August 2, 2021, between the Company and Silicon Valley Bank.
+Added: 8-K 10.1 8/5/2021
+Added: 10.19E Fifth Amendment to Loan and Security Agreement, dated December 27, 2021, between the Company and Silicon Valley Bank.
+Added: Filed herewith
+Added: 10.19F Default Waiver and Consent to Loan and Security Agreement, dated March 4, 2022, between the Company and Silicon Valley Bank.
+Added: Filed herewith
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.
4 unchanged sentences
10-Q 10.1 11/9/2020
+Added: Amendment dated May 10, 2021 to Contract by and between the National Institutes of Health and the registrant effective as of July 30, 2020, as amended September 29, 2020 and February 18, 2021.
+Added: 10-Q 10.1 8/6/2021
+Added: Description Incorporated
+Added: From Form Incorporated
+Added: Number Date Filed
+Added: Amendment dated September 29, 2021 to Contract by and between the National Institutes of Health and the registrant effective as of July 30, 2020, as amended September 29, 2020 and February 18, 2021, and May 10, 2021.
+Added: 10-Q 10.1 11/9/2021
10.23# Form of Amended and Restated Employment and Severance Agreement between Fluidigm Corporation and each of its executive officers.
14 unchanged sentences
10.30# Offer Letter to Colin McCracken dated April 12, 2019.
−Removed: Filed herewith
+Added: 10-K 10.30 2/25/2021
10.31# Offer Letter to Nick Khadder dated April 6, 2020.
−Removed: Filed herewith
+Added: 10-K 10.31 2/25/2021
+Added: 10.32# Repatriation Agreement with Colin McCracken dated June 16, 2021.
+Added: 10-Q 10.4 8/6/2021
+Added: 10.33# Terms and Conditions of Employment for Colin McCracken, effective June 26, 2021.
+Added: 10-Q 10.5 8/6/2021
+Added: 10.34 Reserved.
+Added: 10.35 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.
+Added: 8-K/A 10.1 2/11/2022
+Added: 10.35A 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.
+Added: 8-K 10.2 1/24/2022
+Added: 10.36 Series B-1 Convertible Preferred Stock Purchase Agreement, dated as of January 23, 2022, by and among Fluidigm Corporation, Casdin Private Growth Equity Fund II, L.P., and Casdin Partners Master Fund, L.P.
+Added: 10.36A Series B-2 Convertible Preferred Stock Purchase 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.
+Added: 10.37 Registration Rights Agreement, dated as of January 23, 2022, by and between 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.
+Added: 8-K 10.5 1/24/2022
+Added: 10.38# Stephen Christopher Linthwaite Transition Agreement and Release.
+Added: 8-K 10.6 1/24/2022
+Added: 10.39# Michael Egholm Offer Letter.
+Added: 8-K 10.7 1/24/2022
+Added: Description Incorporated
+Added: From Form Incorporated
+Added: Number Date Filed
+Added: 10.40# Indemnification Agreement, dated January 23, 2022, by and between Fluidigm Corporation and Michael Egholm.
+Added: 8-K 10.8 1/24/2022
+Added: 10.41# Hanjoon Alex Kim Offer Letter.
+Added: 8-K 10.9 1/24/2022
+Added: 10.42# Form of Retention Letter.
+Added: 8-K 10.10 1/24/2022
21.1 Subsidiaries of Fluidigm Corporation.
10 unchanged sentences
Filed herewith
−Removed: Description Incorporated
−Removed: From Form Incorporated
−Removed: Number Date Filed
32.1~ Certification Pursuant to 18 U.S.C.
2 unchanged sentences
32.2~ Certification Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Fi nancial Officer.
+Added: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.
Filed herewith
14 unchanged sentences
FLUIDIGM CORPORATION
−Removed: February 25, 2021 By:
+Added: March 7, 2022 By:
/s/ Stephen Christopher Linthwaite
6 unchanged sentences
/s/ Stephen Christopher Linthwaite President and Chief Executive Officer (Principal Executive Officer);
−Removed: Director February 25, 2021
+Added: Director March 7, 2022
Stephen Christopher Linthwaite
−Removed: /s/ Vikram Jog Chief Financial Officer (Principal Financial and Accounting Officer) February 25, 2021
+Added: /s/ Vikram Jog Chief Financial Officer (Principal Financial and Accounting Officer) March 7, 2022
/s/ Carlos V.
−Removed: Paya Chairman of the Board of Directors February 25, 2021
+Added: Paya Chairman of the Board of Directors March 7, 2022
/s/ Nicolas M.
−Removed: Barthelemy Director February 25, 2021
+Added: Barthelemy Director March 7, 2022
/s/ Gerhard F.
−Removed: Burbach Director February 25, 2021
−Removed: Clague Director February 25, 2021
−Removed: Colston Director February 25, 2021
−Removed: Stankovic Director February 25, 2021
+Added: Burbach Director March 7, 2022
+Added: Clague Director March 7, 2022
+Added: Colston Director March 7, 2022
+Added: Stankovic Director March 7, 2022
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.