STANDARD BIOTOOLS INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of PricewaterhouseCoopers LLP-Independent Registered Public Accounting Firm (PCAOB ID 238 ) 71 Consolidated Balance Sheets as of December 31, 2021 and 2020 74 Consolidated Statements of Operations for the years ended December 31, 202 1 , 20 20 and 201 9 75 Consolidated Statements of Comprehensive Loss for the years ended December 31, 202 1 , 20 20 and 20 1 9 76 Consolidated Statements of Stockholders' Equity for the years ended December 31, 202 1 , 20 20 and 20 1 9 77 Consolidated Statements of Cash Flows for the years ended December 31, 202 1 , 20 20 and 201 9 78 Notes to Consolidated Financial Statements 79 Financial Statement Schedule Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 202 1 , 20 20 and 20 19 111 70 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Fluidigm Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the consolidated financial statements, including the related notes and financial statement schedule, of Fluidigm Corporation and its subsidiaries (the “Company”) as listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred significant losses in each fiscal year since its inception and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 71 Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. National Institutes of Health (NIH) Contract Accounting As described in Notes 2 and 4 to the consolidated financial statements, in September 2020, the Company executed a definitive contract with the National Institutes of Health (NIH) for a project under the NIH Rapid Acceleration of Diagnostics (RADx) program, which has a total value of up to $34.0 million upon the achievement of certain milestones which were achieved and accepted by December 31, 2021. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, management applied International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance by analogy when accounting for the NIH contract payments to the Company. Management has elected to record the grants received as deferred income with grant proceeds recognized when there is reasonable assurance the conditions of the grant will be met and the grant will be received. With the NIH contract, this occurred when either each milestone was accepted by NIH or management concluded the conditions of the grant were substantially met. Grant proceeds that exceed the cost of the capital expenditures and expenses expected to be incurred are recorded in other non-operating income. As of December 31, 2021, a total of $21.7 million has been recorded as deferred grant income, and during 2021 $7.1 million in other income associated with grant milestone receipts in excess of expected total costs under the grant was recorded. The principal considerations for our determination that performing procedures relating to the NIH contract accounting is a critical audit matter are (i) the significant judgment by management when determining the applicable accounting model and milestone achievement; and (ii) the significant audit effort and subjectivity in performing procedures and evaluating audit evidence related to the accounting policy selection, application, classification and recognition of excess grant proceeds recorded in other non-operating income. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the NIH contract, including controls over the determination of the appropriate accounting model, which grant milestones are met, and classification of costs and other non-operating income associated with the NIH contract. These procedures also included, among others (i) reading the executed agreement and correspondence with NIH, (ii) evaluating compliance with the contract requirements related to milestone 72 achievement, (iii) evaluating management’s accounting analysis, and (iv) testing the accuracy and evaluating the classification of costs and other non-operating income associated with the NIH contract. /s/ PricewaterhouseCoopers LLP San Jose, California March 7, 2022 We have served as the Company’s auditor since 2015. 73 FLUIDIGM CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) December 31, 2021 2020 ASSETS Current assets: Cash and cash equivalents $ 28,451 $ 68,520 Accounts receivable (net of allowances of $ 356 at each of December 31, 2021 and 2020, respectively) 18,320 25,423 Inventories, net 20,825 19,689 Prepaid expenses and other current assets 4,470 4,031 Total current assets 72,066 117,663 Property and equipment, net 28,034 17,531 Operating lease right-of-use asset, net 37,119 38,114 Other non-current assets 3,689 4,680 Developed technology, net 27,927 40,206 Goodwill 106,379 106,563 Total assets $ 275,214 $ 324,757 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 10,602 $ 9,220 Accrued compensation and related benefits 4,920 13,787 Operating lease liabilities, current 3,053 2,973 Deferred revenue, current 11,947 13,475 Deferred grant income, current 3,535 2,912 Other accrued liabilities 8,673 11,882 Advances under revolving credit agreement, current 6,838 — Total current liabilities 49,568 54,249 Term loan, net 10,049 — Convertible notes, net 54,160 54,224 Deferred tax liability 4,329 8,697 Operating lease liabilities, non-current 37,548 38,178 Deferred revenue, non-current 5,966 7,990 Deferred grant income, non-current 18,116 21,036 Other non-current liabilities 882 1,333 Total liabilities 180,618 185,707 Commitments and contingencies (Note 17) Stockholders’ equity: Preferred stock, $ 0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either December 31, 2021 or 2020 — — Common stock: $ 0.001 par value, 200,000 shares authorized at December 31, 2021 and 2020; 76,919 and 74,543 shares issued and outstanding at December 31, 2021 and 2020, respectively 77 75 Additional paid-in capital 831,424 815,624 Accumulated other comprehensive loss ( 907 ) 112 Accumulated deficit ( 735,998 ) ( 676,761 ) Total stockholders’ equity 94,596 139,050 Total liabilities and stockholders’ equity $ 275,214 $ 324,757 See accompanying notes 74 FLUIDIGM CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2021 2020 2019 Revenue: Product revenue $ 100,376 $ 99,944 $ 95,416 Service revenue 25,917 22,579 21,277 Development revenue 2,559 8,865 — Other revenue 1,729 6,756 550 Total revenue 130,581 138,144 117,243 Costs and expenses: Cost of product revenue 53,315 47,527 45,461 Cost of service revenue 7,893 7,291 7,503 Research and development 37,944 36,461 31,640 Selling, general and administrative 98,888 97,901 84,478 Total costs and expenses 198,040 189,180 169,082 Loss from operations ( 67,459 ) ( 51,036 ) ( 51,839 ) Interest expense ( 3,823 ) ( 3,572 ) ( 4,279 ) Surplus funding from NIH Contract 7,140 — — Loss from extinguishment of debt ( 9 ) — ( 12,020 ) Other income, net 491 507 1,433 Loss before income taxes ( 63,660 ) ( 54,101 ) ( 66,705 ) Income tax benefit 4,423 1,081 1,915 Net loss $ ( 59,237 ) $ ( 53,020 ) $ ( 64,790 ) Net loss per share, basic and diluted $ ( 0.78 ) $ ( 0.74 ) $ ( 0.97 ) Shares used in computing net loss per share, basic and diluted 75,786 72,044 66,779 See accompanying notes 75 FLUIDIGM CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2021 2020 2019 Net loss $ ( 59,237 ) $ ( 53,020 ) $ ( 64,790 ) Other comprehensive income (loss), net of tax Foreign currency translation adjustment ( 1,019 ) 730 69 Net change in unrealized gain (loss) on investments — ( 36 ) 36 Other comprehensive income (loss), net of tax ( 1,019 ) 694 105 Comprehensive loss $ ( 60,256 ) $ ( 52,326 ) $ ( 64,685 ) See accompanying notes 76 FLUIDIGM CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance as of December 31, 2018 49,338 $ 49 $ 631,605 $ ( 687 ) $ ( 558,851 ) $ 72,116 Issuance of common stock on bond conversion 19,460 19 133,280 — — 133,299 Issuance of restricted stock, net of shares withheld for taxes, and other 666 1 ( 601 ) — — ( 600 ) Issuance of common stock from option exercises 195 — 1,058 — — 1,058 Issuance of common stock under ESPP 297 1 1,074 — — 1,075 Stock-based compensation expense — — 11,349 — — 11,349 Net loss — — — — ( 64,790 ) ( 64,790 ) Other comprehensive income (loss), net of taxes — — — 105 — 105 Balance as of December 31, 2019 69,956 70 777,765 ( 582 ) ( 623,641 ) 153,612 Issuance of common stock from at-the-market offering, net of commissions 2,480 2 20,224 — — 20,226 Issuance of restricted stock, net of shares withheld for taxes, and other 1,050 1 ( 460 ) — — ( 459 ) Issuance of common stock under ESPP 476 1 1,322 — — 1,323 Issuance of common stock from stock option exercises 96 — 451 — — 451 Equity issuance costs — — ( 176 ) — — ( 176 ) Cumulative effect of new accounting standard for Topic 326 Credit Losses — — — — ( 100 ) ( 100 ) Stock-based compensation expense — — 14,450 — — 14,450 Acquisition of InstruNor AS 485 1 2,048 — — 2,049 Net loss — — — — ( 53,020 ) ( 53,020 ) Other comprehensive income (loss), net of taxes — — — 694 — 694 Balance as of December 31, 2020 74,543 75 815,624 112 ( 676,761 ) 139,050 Issuance of restricted stock, net of shares withheld for taxes, and other 2,047 2 ( 1,795 ) — — ( 1,793 ) Issuance of common stock under ESPP 292 — 1,285 — — 1,285 Issuance of common stock from option exercises 37 — 209 — — 209 Stock-based compensation expense — — 16,101 — — 16,101 Net loss — — — — ( 59,237 ) ( 59,237 ) Other comprehensive income (loss), net of taxes — — — ( 1,019 ) — ( 1,019 ) Balance as of December 31, 2021 76,919 $ 77 $ 831,424 $ ( 907 ) $ ( 735,998 ) $ 94,596 See accompanying notes 77 FLUIDIGM CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2021 2020 2019 Operating activities Net loss $ ( 59,237 ) $ ( 53,020 ) $ ( 64,790 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 16,101 14,451 11,393 Amortization of developed technology 11,918 11,910 11,200 Depreciation and amortization 3,653 4,014 4,605 Provision for excess and obsolete inventory 2,293 1,614 1,807 Lease amortization 497 2,017 ( 516 ) Amortization of debt discounts, premiums and issuance costs 624 545 1,936 Impairment of intangible asset — — 443 Loss from extinguishment of debt 9 — 12,020 Loss on disposal of property and equipment 12 212 89 Other non-cash items 2 426 200 Changes in assets and liabilities: Accounts receivable, net 6,729 ( 7,628 ) ( 2,075 ) Inventories, net ( 4,782 ) ( 8,636 ) ( 3,047 ) Prepaid expenses and other assets ( 436 ) ( 877 ) ( 1,400 ) Accounts payable 1,281 3,356 787 Accrued compensation and related benefits ( 8,721 ) 8,627 ( 9,310 ) Deferred revenue ( 3,208 ) 2,111 2,129 Other liabilities ( 10,796 ) 5,461 ( 681 ) Net cash used in operating activities ( 44,061 ) ( 15,417 ) ( 35,210 ) Investing activities Proceeds from NIH Contract 1,318 21,036 — Acquisition, net of cash acquired — ( 5,154 ) — Purchases of investments — — ( 62,370 ) Proceeds from sale of investments — 5,010 — Proceeds from maturities of investments — 31,800 25,600 Purchases of property and equipment, net ( 13,264 ) ( 12,717 ) ( 2,531 ) Net cash provided by (used in) investing activities ( 11,946 ) 39,975 ( 39,301 ) Financing activities Proceeds from term loan 10,000 — — Proceeds from advances under revolving credit agreement 6,838 — — Proceeds from issuance of common stock, net of commissions — 20,226 — Proceeds from 2019 Notes issuance — — 55,000 Repayment of long-term debt ( 501 ) — ( 51,826 ) Payments of debt and equity issuance costs ( 79 ) ( 684 ) ( 1,888 ) Proceeds from exercise of stock options 209 451 1,058 Proceeds from stock issuance from ESPP 1,285 1,323 1,075 Payments for taxes related to net share settlement of equity awards and other ( 1,793 ) ( 459 ) ( 629 ) Net cash provided by financing activities 15,959 20,857 2,790 Effect of foreign exchange rate fluctuations on cash and cash equivalents ( 21 ) 385 56 Net increase (decrease) in cash, cash equivalents and restricted cash ( 40,069 ) 45,800 ( 71,665 ) Cash and cash equivalents and restricted cash at beginning of period 69,536 23,736 95,401 Cash and cash equivalents and restricted cash at end of period $ 29,467 $ 69,536 $ 23,736 Supplemental disclosures of cash flow information Cash paid for interest $ 3,149 $ 3,089 $ 3,542 Cash paid for income taxes, net of refunds $ 2,085 $ 521 $ 205 Non-cash right-of-use assets and lease liabilities $ ( 2,435 ) $ 36,225 $ 10,402 Unpaid debt and equity issuance costs $ — $ — $ 534 Asset retirement obligations $ 710 $ 325 $ 312 See accompanying notes 78 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2021 1. Description of Business Fluidigm Corporation (the Company, Fluidigm, we, our or us) improves life by driving meaningful insights in health and disease. Our innovative technologies explore the biological complexities of disease to advance human health through research, diagnostics and clinical applications. We create, manufacture, and market a range of products and services, including instruments, consumables, reagents and software that are used by researchers and clinical labs worldwide. Our customers are leading academic and government laboratories, as well as pharmaceutical, biotechnology, plant and animal research organizations, and clinical laboratories worldwide. The Company was formerly known as Mycometrix Corporation and changed its name to Fluidigm Corporation in April 2001. Fluidigm Corporation was founded in 1999 and is headquartered in South San Francisco, California. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern and meet its obligations when they become due over the twelve-month period subsequent to the date the financial statements were issued. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may be necessary if we were unable to continue as a going concern. For this annual report, we performed an assessment to determine whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern for at least the twelve-month period following the date the financial statements were issued. Since our inception, we have incurred significant operating losses and generated negative cash flows from operations. We have historically funded our operations primarily through the issuance of common stock and debt. We believe that our current level of cash and cash equivalents, together with committed financing facilities, are not sufficient to fund ongoing operations for at least the twelve-month period after the financial statements were issued. The existence of these conditions raises substantial doubt about the Company's ability to continue as a going concern for the twelve-month period following the date the financial statements were issued. Our ability to continue as a going concern is dependent upon our success in obtaining additional equity or debt financing, attaining further operating efficiencies, reducing expenditures and ultimately, generating significant revenue growth. We are evaluating strategies to obtain the required additional funding for future operations, including the potential consummation of the $ 225 million investment in Fluidigm disclosed in Note 18 Subsequent Events (the Private Placement Issuance), which is contingent on stockholder approval and satisfaction of customary closing conditions. In the event the proposed investment does not occur, we would need to obtain the required additional funding for future operations from alternative sources. These sources may include, but are not limited to, equity financing, debt or other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. Our plans to raise additional capital, including our ability to consummate the Private Placement Issuance, or take the other actions to address the doubt regarding our ability to continue as a going concern, may not be successful. There can be no assurance that we would be able to obtain additional liquidity when needed or under acceptable terms, if at all. The accompanying financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. The consolidated financial statements include the accounts of our wholly owned subsidiaries. As of December 31, 2021, we had wholly owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, Italy, the United Kingdom, China, Germany and Norway. All subsidiaries, except for Singapore, use their local currency as their functional currency. The Singapore subsidiary uses the U.S. dollar as its functional currency. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts in the consolidated balance sheet and statements of cash flows were reclassified to conform to the current period presentation. These reclassifications were immaterial and did not affect prior period total assets, total liabilities, stockholders' equity, total revenue, total costs and expenses, loss from operations or net loss. 79 Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions believed to be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities. The full extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on numerous evolving factors including, but not limited to, the magnitude and duration of the pandemic, the extent to which it will impact worldwide macroeconomic conditions, including the speed of recovery, and governmental and business reactions to the pandemic. We assessed certain accounting matters that generally require consideration of forecasted financial information, including the unknown impact of COVID-19 pandemic. These accounting matters included, but were not limited to, our allowance for doubtful accounts and credit losses, inventory and related reserves and the carrying value of goodwill and other long-lived assets. Actual results could differ materially from these estimates and could have a material adverse effect on our consolidated financial statements. Foreign Currency Assets and liabilities of non-U.S. subsidiaries that use the local currency as their functional currency are translated into U.S. dollars at exchange rates in effect on the balance sheet date. Income and expense accounts are translated at monthly average exchange rates during the year. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive loss, a separate component of stockholders’ equity. Revenue Recognition We generate revenue primarily from the sale of our products and services. Product revenue is derived from the sale of instruments and consumables, including IFCs, assays and reagents. Service revenue is primarily derived from the sale of instrument service contracts, repairs, installation, training and other specialized product support services. We also generate revenue from product development agreements, license and royalty agreements and grants. Revenue is reported net of any sales, use and value-added taxes we collect from customers as required by government authorities. Research and development cost includes costs associated with development and grant revenue. We recognize revenue based on the amount of consideration we expect to receive in exchange for the goods and services we transfer to the customer. Our commercial arrangements typically include multiple distinct products and services, and we allocate revenue to these performance obligations based on their relative standalone selling prices. Standalone selling prices (SSP) are generally determined using observable data from recent transactions. In cases where sufficient data is not available, we estimate a product’s SSP using a cost plus a margin approach or by applying a discount to the product’s list price. Product Revenue We recognize product revenue at the point in time when control of the goods passes to the customer and we have an enforceable right to payment. This generally occurs either when the product is shipped from one of our facilities or when it arrives at the customer’s facility, based on the contractual terms. Customers generally do not have a unilateral right to return products after delivery. Invoices are generally issued at shipment and generally become due in 30 to 60 days. We sometimes perform shipping and handling activities after control of the product passes to the customer. We have made an accounting policy election to account for these activities as product fulfillment activities rather than as separate performance obligations. Service Revenue We recognize revenue from repairs, maintenance, installation, training and other specialized product support services at the point in time the work is completed. Installation and training services are generally billed in advance of service. Repairs and other services are generally billed at the point the work is completed. Revenue associated with instrument service contracts is recognized on a straight-line basis over the life of the agreement, which is generally one to three years . We believe this time-elapsed approach is appropriate for service contracts because we provide services on demand throughout the term of the agreement. Invoices are generally issued in advance of service on a monthly, quarterly, annual or multi-year basis. Payments made in advance of service are reported on our consolidated balance sheet as deferred revenue. 80 Development Revenue We have entered and may continue to enter into development agreements with third parties that provide for up-front and periodic milestone payments. Our development agreements may include more than one performance obligation. At the inception of the contract, we assess whether each obligation represents a separate performance obligation or whether such obligations should be combined as a single performance obligation. The transaction price for each development agreement is determined based on the amount of consideration we expect to be entitled to for satisfying all performance obligations within the agreement. We assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. In arrangements where we satisfy performance obligation(s) over time, we recognize development revenue using an input method that determines the extent of our progress toward completion by comparing the actual costs incurred to the total expected cost. As part of the accounting for these arrangements, we develop estimates and assumptions that require judgment to determine the transaction price and progress towards completion. We review these estimates at the end of each reporting period using the best available information, revise the estimates as necessary, and recognize revenue commensurate with our progress toward completion. We may also generate revenue from development or collaboration agreements that do not include upfront or milestone-based payments. For these type of arrangements, we generally recognize revenue over time as the development services are provided. Other Revenue Other revenue consists of license and royalty revenue and grant revenue. We recognize revenue from license agreements when the license is transferred to the customer and the customer is able to use and benefit from the license. For contracts that include sales-based royalties, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. In March 2020, we entered into an agreement to settle intellectual property infringement claims, under which we received a $ 3.5 million payment in exchange for a perpetual license to certain Fluidigm intellectual property. The settlement was accounted for as a multiple-element arrangement. Accordingly, $ 3.1 million of the proceeds was recognized as license revenue and $ 0.4 million was offset against legal costs. We receive grants from various entities to perform research and development activities over contractually defined periods. Grant revenue is not accounted for under ASC 606 Revenue from Contracts with Customers, as the grant agreement is not with a customer. As there is no authoritative U.S. GAAP guidance for grants awarded to for-profit entities, we have applied the guidance in ASC 958 Not-for-Profit Entities by analogy. Revenue is generally recognized provided that the conditions under which the grants were provided have been met and any remaining performance obligations are perfunctory. Product Warranties We generally provide a one-year warranty on our instruments and establish a liability for the estimated cost of the obligation at the time the product is shipped. We periodically review our warranty liability and record adjustments based on specific terms provided to customers and our overall historical experience with usage. This expense is recorded as a component of cost of product revenue in the consolidated statements of operations. Significant Judgments Applying the revenue recognition practices discussed above often requires significant judgment. Significant judgment is required when interpreting commercial terms in sales agreements and determining when control of goods and services passes to the customer. Judgment is also required when identifying performance obligations, estimating SSP and allocating purchase consideration in agreements that include multiple performance obligations. Any material changes created by errors in judgment could have a material effect on our operating results and overall financial condition. Cash and Cash Equivalents We consider all highly liquid financial instruments with maturities at the time of purchase of three months or less to be cash equivalents. Cash and cash equivalents may consist of cash on deposit with banks, money market funds, and notes from government-sponsored agencies. 81 Investments Short-term investments are comprised of notes from government-sponsored agencies that mature within one year. All investments are recorded at estimated fair value. Any unrealized gains and losses from investments are reported in accumulated other comprehensive loss, a separate component of stockholders’ equity. We evaluate our investments to assess whether investments with unrealized loss positions are other-than-temporarily impaired. An investment is considered to be other-than-temporarily impaired if the impairment is related to deterioration in credit risk or if it is likely that we will sell the securities before the recovery of their cost basis. No investment has been assessed as other than temporarily impaired, and realized gains and losses were immaterial during the years presented. The cost of securities sold, or the amount reclassified out of accumulated other comprehensive income into earnings is based on the specific-identification method. Accounts Receivable, net Trade accounts receivable are recorded at net invoice value. We review our exposure to accounts receivable and provide allowances of specific amounts if collectability is no longer reasonably assured based on historical experience and specific customer collection issues. We evaluate such allowances on a regular basis and adjust them as needed. Concentrations of Business and Credit Risk Financial instruments that potentially subject us to credit risk consist of cash, cash equivalents, investments, and accounts receivable. Our cash, cash equivalents, and investments may consist of deposits held with banks, money market funds, and other highly liquid investments that may at times exceed federally insured limits. Cash equivalents and investments are financial instruments that potentially subject us to concentrations of risk. Under our investment policy, we invest primarily in securities issued by the U.S. government. The goals of our investment policy, in order of priority, are as follows: preserve capital, meet liquidity needs, and optimize returns. We generally do not require collateral to support credit sales. To reduce credit risk, we perform credit evaluations of our customers. No customer represented more than 10% of total revenue for 2021, 2020, or 2019, and no customer had an outstanding trade receivable balance that represented more than 10% of total billed accounts receivables at December 31, 2021, or 2020. Our products include components that are currently procured from a single source or a limited number of sources. We believe that other vendors would be able to provide similar components; however, the qualification of such vendors may require start-up time. In order to mitigate any adverse impacts from a disruption of supply, we attempt to maintain an adequate supply of critical limited-source components. Inventories, net Inventories are stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. We regularly review inventory for excess and obsolete products and components. Significant judgment is required in determining provisions for slow-moving, excess, and obsolete inventories which are recorded when required to reduce inventory values to their estimated net realizable values based on product life cycle, development plans, product expiration, and quality issues Property and Equipment, net Property and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Accumulated depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. The estimated useful lives of our property and equipment are generally as follows: computer equipment and software, three to four years ; laboratory and manufacturing equipment, two to seven years ; and office furniture and fixtures, five years . Depreciation expense for the years ended December 31, 2021, 2020, and 2019 was $ 2.8 million, $ 3.1 million, and $ 3.6 million, respectively. Leases We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. Operating leases are included in operating lease right-of-use (ROU) assets and operating lease liabilities in our consolidated balance sheets. ROU 82 assets represent our right-to-use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a term similar to the lease arrangement at the commencement date. Significant judgment is required in determining the incremental collateralized borrowing rate. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We elected the short-term lease recognition exemption for all leases that qualify. For those leases that qualify, we will not recognize ROU assets or lease liabilities for leases with an initial lease term of one year or less. We also elected not to separate lease and nonlease components for our building leases. The nonlease components are generally variable in nature and are expected to represent most of our variable lease costs. Variable costs are expensed as incurred. We have taken a portfolio approach for our vehicle leases by country. Business Combinations, Goodwill, Intangible Assets and Other Long-Lived Assets We have completed acquisitions of businesses in the past and may acquire additional businesses or technologies in the future. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. We allocated the purchase price, which is the sum of the consideration provided in a business combination, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies and estimates of future revenue. Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Our intangible assets include developed technology, patents and licenses. The cost of identifiable intangible assets with finite lives is generally amortized on a straight-line basis over the assets’ respective estimated useful lives. Judgment is needed to assess the factors that could indicate an impairment of intangible assets. Goodwill and intangible assets with indefinite lives are not subject to amortization but are tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. Events or changes in circumstances that could affect the likelihood that we will be required to recognize an impairment charge include, but are not limited to, declines in our stock price or market capitalization, economic downturns and other macroeconomic events, including the current COVID-19 pandemic, declines in our market share or revenues, and an increase in our losses, rapid changes in technology, failure to achieve the benefits of capacity increases and utilization, significant litigation arising out of an acquisition, or other matters. Any impairment charges could have a material adverse effect on our operating results and net asset value in the quarter in which we recognize the impairment charge. In evaluating our goodwill and intangible assets with indefinite lives for indications of impairment, we first conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we compare the fair value of our reporting unit to its carrying value. If the fair value of our reporting unit exceeds its carrying value, goodwill is not considered impaired and no further analysis is required. If the carrying value of the reporting unit exceeds its fair value, then an impairment loss equal to the difference would be recorded to goodwill. We did no t recognize any impairment of goodwill for any of the periods presented herein. We evaluate our long-lived assets, including finite-lived intangibles, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset and adjust the carrying value of the asset accordingly. We did no t recognize any impairment of intangibles for 2021 or 2020. In 2019, we recognized an impairment charge of $ 0.4 million on patents and licenses that were not used in the current products and were not expected to be used in future product offerings. Deferred Grant Income In September 2020, we executed a definitive contract with the National Institutes of Health (NIH) for a project under the NIH Rapid Acceleration of Diagnostics (RADx) program. The definitive contract, which amended the letter contract we entered into with NIH in July 2020 (collectively, the NIH Contract), has a total value of up to $ 34.0 million upon the achievement of certain milestones which were achieved and accepted by the NIH as of December 31, 2021. Proceeds from the NIH Contract have been and will be used primarily to expand production capacity and throughput capabilities. 83 Accounting for the NIH Contract does not fall under ASC 606, Revenue from Contracts with Customers, as NIH will not benefit directly from our expansion or product development. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, we applied International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, by analogy when accounting for the NIH Contract payments to Fluidigm. The NIH Contract proceeds used for production capacity expansion meet the definition of grants related to assets as the primary purpose for the payments is to fund the purchase and construction of capital assets to scale up production capacity. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. We have elected to record the grants received as deferred income using the first method. Under IAS 20, grant proceeds are recognized when there is reasonable assurance the conditions of the grant will be met and the grant will be received. With the NIH Contract, this occurred when either each milestone was accepted by NIH or management concluded the conditions of the grant were substantially met. Deferred grant income related to production capacity expansion is being amortized over the period of depreciation for the related assets as a reduction of depreciation expense. Grant income related to reimbursement of operating costs is recorded as a reduction of those expenses incurred to date. Grant proceeds that exceed the cost of the capital expenditures and expenses expected to be incurred are recorded in other non-operating income. Term Loan, net On August 2, 2021, we entered into a Fourth Agreement to our Loan and Security Agreement (the Amendment) with Silicon Valley Bank. The Amendment extended the maturity date of our $ 15.0 million Revolving Credit Facility by one year , to August 2, 2023, and provided for a term loan facility in an aggregate principal amount of up to $ 10.0 million (Term Loan Facility). As of December 31, 2021, the Term Loan Facility was fully drawn. Interest is payable monthly and principal balances are required to be repaid in 24 equal monthly installments beginning on August 1, 2023. In addition, a final payment equal to 6.5 % of the original principal amount of each advance is due on the earlier of the maturity date or the date the advance is repaid. The final payment is being accreted to the carrying value of the term loan through the expected maturity of July 1, 2025 using the effective interest method. Debt issuance costs were recorded as an offset to the carrying value of the loan and are amortized over the expected term using the effective interest method. The carrying value of the term loan includes the outstanding principal amount and the cumulative accreted final payment, less unamortized debt issuance costs. Amortization of the debt issuance costs and accretion of the final payment are reflected in interest expense. Convertible Note s, net In February 2014, we closed an underwritten public offering of $ 201.3 million aggregate principal amount of our 2.75 % Senior Convertible Notes due 2034 (2014 Notes). In March 2018, we entered into separate privately negotiated transactions with certain holders of our 2014 Notes to exchange $ 150.0 million in aggregate principal amount of the 2014 Notes for our 2.75 % Exchange Convertible Senior Notes due 2034 (2018 Notes). In the first quarter of 2019, the 2018 Notes were converted into 19.5 million shares of our common stock and the 2018 Notes were retired. We recorded a loss of $ 9.0 million on the retirement of the 2018 Notes at conversion in the first quarter of 2019. We determined the fair value of the 2018 Notes using valuation techniques that required us to make assumptions related to the implied discount rate. In November 2019, we closed a private placement for $ 55.0 million aggregate principal amount of our 5.25 % Senior Convertible Notes due 2024 (2019 Notes). The majority of the issuance proceeds were used to retire approximately $ 50.2 million of aggregate principal amount of our 2014 Notes. We recorded a loss of $ 3.0 million on the extinguishment of the 2014 Notes in the fourth quarter of 2019. This amount represented the difference between the fair value of the 2019 Notes used to extinguish the debt and the carrying value of the 2014 Notes, including unamortized debt issuance costs. As provided by the indenture governing the 2014 Notes, in February 2021, holders of $ 0.5 million of the 2014 Notes required us to repurchase their notes at 100 % of the principal amount plus accrued and unpaid interest. We recorded a loss of $ 9 thousand on the extinguishment of those notes, representing the difference between the price paid to extinguish the 2014 Notes and their carrying value, including unamortized debt issuance costs. 84 Offering-related costs, including underwriting costs, on the 2014 Notes and 2019 Notes were capitalized as debt issuance costs, recorded as an offset to the carrying value of the related Notes, and are amortized over the expected term of the related Notes using the effective interest method. See Note 9 fo r a detailed discussion of the accounting treatment of the transactions and additional information. Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, restricted cash, investments, accounts receivable, accounts payable, advances on our revolving credit agreement, a term loan and convertible notes. Our cash equivalents, restricted cash, accounts receivable, accounts payable and advances under our revolving credit agreement generally have short maturity or payment periods. Accordingly, their carrying values approximated their fair values at December 31, 2021 and 2020. The convertible notes are presented at their carrying value, with fair value disclosures made in Note 11. As a basis for considering fair value, we follow a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level I: observable inputs such as quoted prices in active markets; Level II: inputs other than quoted prices in active markets that are observable either directly or indirectly; and Level III: unobservable inputs for which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Our cash equivalents, which include money market funds are classified as Level I because they are valued using quoted market prices. Our term loan and our convertible notes, which are not regularly traded, are both classified as Level III since their values cannot be determined by using readily observable inputs or measures, such as market prices. Significant judgment is needed in valuing Level III items. Fair value of the term loan was estimated using a discounted cash flow approach and current market interest rate data for similar loans and fair values of the convertible debt were estimated using pricing models and risk-adjusted value ranges for the convertible notes. Research and Development We recognize research and development expenses in the period incurred. Research and development expenses consist of personnel costs, independent contractor costs, prototype and materials expenses, allocated facilities and information technology expenses, and related overhead expenses. Advertising Costs We expense advertising costs as incurred. We incurred advertising costs of $ 3.4 million, $ 1.6 million and $ 3.4 million during 2021, 2020, and 2019, respectively. Stock-Based Compensation We recognize compensation costs for all stock-based awards, including stock options, RSUs, PSUs and stock purchased under our ESPP, based on the grant date fair value of the award. We recognize stock-based compensation expense on a straight-line basis over the requisite service periods for non-performance-based awards. For RSUs, fair value is measured based on the closing fair market value of our common stock on the date of grant. For PSUs with a market condition, we use a Monte Carlo simulation pricing model to incorporate the market condition effects at our grant date. The Monte Carlo pricing model requires inputs which are subjective and generally requires judgment by us. For PSUs with performance conditions, stock-based compensation expense is recognized over the requisite service period when the achievement of each individual performance goal becomes probable. The fair value of options and stock purchases under ESPP on the grant date is estimated using the Black-Scholes option-pricing model, which requires the use of certain subjective assumptions, including expected term, volatility, risk-free interest rate and the fair value of our common stock. These assumptions generally require judgment. We determine the expected volatility based on our historical stock price volatility generally commensurate with the estimated expected term of the stock awards. The expected term of an award is based on historical forfeiture experience, exercise activity, and the terms and conditions of the stock awards. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for 85 zero coupon U.S. Treasury notes with maturities approximately equal to each grant’s expected term. We account for forfeitures as they occur. Income Taxes We use the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to our tax provision in a period in which such estimates are changed, which in turn would affect net income or loss. We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Any interest and penalties related to uncertain tax positions are reflected in the income tax provision. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on our investments and foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the consolidated statements of comprehensive loss. The components of accumulated other comprehensive loss, net of tax, for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Investments Accumulated Other Comprehensive Income (Loss) Ending balance at December 31, 2019 $ ( 618 ) $ 36 $ ( 582 ) Change during the year 730 ( 36 ) 694 Ending balance at December 31, 2020 112 — 112 Change during the year ( 1,019 ) — ( 1,019 ) Ending balance at December 31, 2021 ( 907 ) $ — $ ( 907 ) Immaterial amounts of unrealized gains and losses have been reclassified into the consolidated statement of operations for the years ended December 31, 2021, 2020 and 2019. Net Loss per Share Our basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Restricted stock units, performance share units, and stock options to purchase our common stock are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented. 86 The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands): December 31, 2021 2020 2019 Stock options, restricted stock units and performance stock awards 7,975 7,507 5,189 2019 Convertible Notes 18,966 18,966 18,966 2019 Convertible Notes potential make-whole shares 1,337 837 3,182 2014 Convertible Notes 10 19 19 Total 28,288 27,329 27,356 Recent Accounting Changes and Accounting Pronouncements Adoption of New Accounting Guidance I n November 2019, the FASB issued ASU 2019-12-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this update improve consistent application of and simplify U.S. GAAP for Topic 740 by clarifying and amending existing guidance for, among other items, intra-period allocation, reporting tax law changes and losses in interim periods, state and local taxes not fully based on income and recognition of deferred tax liability related to certain transactions. There is also new guidance related to consolidated group reporting and tax impacts resulting from business combinations. The new guidance is effective for fiscal years beginning after December 15, 2020. The adoption of the new guidance did not have a significant impact on our financial results. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in this update reduce the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification, which is expected to result in more convertible instruments being accounted for as a single unit, rather than being bifurcated between debt and equity. The new guidance is effective for fiscal years beginning after December 15, 2021. The adoption of the new guidance is not expected to have a significant impact on our financial results. In November 2021, the FASB issued ASU 2021-10 Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The amendment is effective for annual periods beginning after December 15, 2021. The amendment establishes financial disclosure requirements for business entities that receive government assistance that they account for by analogizing to a grant or contribution model because there is no specific authoritative guidance under U.S.GAAP that applies to the transaction. Entities that receive this type of assistance should include the following information in their annual report: (1) the nature of the transaction, (2) the significant terms and conditions, (3) the accounting treatment, (4) the line items on the balance sheet and income statement that are affected along with (5) the respective amounts that have been recorded. We are currently evaluating the impact the new standard will have on the disclosures included in our consolidated financial statements. 3. Business Combination On January 17, 2020, we completed the acquisition of all of the outstanding shares of InstruNor AS, a privately held Norwegian company (InstruNor). InstruNor is a provider of the only fully integrated sample preparation system for flow and mass cytometry. The acquisition of InstruNor supports our entry into the sample preparation market for cytometry analysis and expands our capabilities to include fully automated sample preparation for flow and mass cytometry. The purchase price of $ 7.2 million included approximately $ 5.2 million in cash and 485,451 shares of our common stock valued at the closing price on the effective date of $ 4.22 . The acquisition was accounted for in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed were recorded at their estimated fair values at the InstruNor acquisition date. Developed technology was valued using a discounted cash flow model for which the most sensitive assumption was revenue growth rate. There were no measurement period adjustments recognized since the acquisition date. Non-tax deductible goodwill of $ 2.2 million was calculated as the purchase price less the fair value of the net assets acquired as follows (in thousands): 87 Purchase price: Cash consideration paid on closing to former equity holders $ 5,165 Non-cash consideration common shares 2,049 Total purchase price $ 7,214 Assets acquired: Cash and cash equivalents $ 11 Accounts receivable 32 Other receivables 13 Inventories, net 153 Developed technology 5,380 Liabilities assumed: Accounts payable 14 Other current liabilities 15 Deferred tax liability, net 566 Fair value of identifiable net assets acquired $ 4,994 Goodwill acquired on acquisition $ 2,220 4. NIH Contract In 2020, we were awarded the NIH Contract under the RADx program to support the expansion of our production capacity and throughput capabilities for COVID-19 testing with our microfluidics technology. As of December 31, 2021, we have achieved the required milestones and have received the total NIH Contract value of $ 34.0 million. Proceeds from the NIH Contract have been and will be used primarily for capital expenditures to expand production capacity and, to a lesser extent, to offset applicable operating costs. Grant proceeds that exceed the cost of the capital expenditures and expenses expected to be incurred are recorded in other non-operating income. 88 The following tables summarize the activity under the NIH Contract through December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Cumulative cash receipts from milestones achieved $ 34,016 $ 25,436 Cumulative amounts applied against operating costs (excluding depreciation) ( 4,522 ) ( 1,488 ) Cumulative amounts applied against depreciation expense for assets placed in service ( 703 ) — Cumulative amounts recognized as non-operating income ( 7,140 ) — Total deferred grant income $ 21,651 $ 23,948 Assets placed in service, gross $ 16,890 $ — Construction-in-progress 3,909 9,652 Cumulative amounts applied against depreciation expense ( 703 ) — Carrying value of property and equipment, net 20,096 9,652 Estimated future operating costs, excluding depreciation — 2,912 Estimated future capital expenditures 1,555 11,384 Total deferred grant income $ 21,651 $ 23,948 Deferred grant income, current $ 3,535 $ 2,912 Deferred grant income, non-current 18,116 21,036 Total deferred grant income $ 21,651 $ 23,948 D eferred grant income, current is included in other accrued liabilities on the balance sheets at December 31, 2021 and 2020 and represents amounts expected to be applied against costs over the next twelve months. Deferred grant, non-current includes depreciation expense on capital expenditure amounts which will be amortized in later periods. At December 31, 2020, deferred grant income included amounts expected to be applied against 2021 operating costs as well as future depreciation. At December 31, 2021, deferred grant income includes amounts related to future depreciation on capital expenditures placed or to be placed in service. We expect to spend $ 22.4 million on capital expenditures associated with the NIH Contract. We have incurred $ 20.8 million of capital expenditures through December 31, 2021, of which assets valued at $ 16.9 million have been placed in service, while the remaining $ 3.9 million is included in construction-in-progress (See Note 8). We expect to place the remaining equipment in service in the first half of 2022. 5. Development Agreement Effective March 31, 2020, we signed an OEM Supply and Development Agreement (Development Agreement) with a customer. Under the Development Agreement, Fluidigm developed products based on its microfluidics technology. The Development Agreement provided for up-front and periodic milestone payments during the development stage, which was completed in the third quarter of 2021, and on-going annual payments of $ 0.4 million for sustaining efforts. We recognized $ 2.4 million and $ 8.8 million of development revenue from this agreement for the years ended December 31, 2021 and 2020, respectively. 89 6. Revenue Disaggregation of Revenue The following table presents our revenue for the year ended December 31, 2021, 2020, and 2019, respectively, based on geographic area and by source (in thousands): Year Ended December 31, 2021 2020 2019 Geographic Markets: Americas $ 63,877 $ 74,586 $ 47,016 EMEA 42,722 37,776 40,024 Asia-Pacific 23,982 25,782 30,203 Total $ 130,581 $ 138,144 $ 117,243 Year Ended December 31, 2021 2020 2019 Source: Instruments $ 42,498 $ 45,536 $ 50,004 Consumables 57,878 54,408 45,412 Product revenue 100,376 99,944 95,416 Service revenue 25,917 22,579 21,277 Development revenue 2,559 8,865 — Other revenue: License and royalty revenue 147 3,163 — Grant revenue 1,582 3,593 550 Total other revenue 1,729 6,756 550 Total $ 130,581 $ 138,144 $ 117,243 Unfulfilled Performance Obligations We reported $ 21.5 million of deferred revenue on our December 31, 2020 consolidated balance sheet. During the twelve months ended December 31, 2021, $ 11.9 million of the opening balance was recognized as revenue and $ 8.3 million of net additional advance payments were received from customers, primarily associated with instrument service contracts. At December 31, 2021, we reported $ 17.9 million of deferred revenue. The following table summarizes the expected timing of revenue recognition for unfulfilled performance obligations associated with instrument service contracts that were partially completed at December 31, 2021 (in thousands): Fiscal Year Expected Revenue (1) 2022 $ 12,774 2023 6,735 2024 3,307 Thereafter 1,658 Total $ 24,474 _ _______________________ ______ (1) Expected revenue includes both billed amounts included in deferred revenue and unbilled amounts that are not reflected in our consolidated financial statements and are subject to change if our customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled before the service period begins without penalty. 90 We apply the practical expedient that permits us to not disclose information about unsatisfied performance obligations for service contracts with an expected term of one year or less. 7. Goodwill and Intangible Assets, net In connection with our acquisition of DVS in February 2014, we recognized goodwill of $ 104.1 million and $ 112.0 million of developed technology. In the first quarter of 2020, we recognize d $ 2.2 million (Eu ro 2.0 million) of goodwill from the InstruNor acquisition and $ 5.4 million (Euro 4.9 million) of developed technology (see Note 3). As the goodwill and developed technology from the InstruNor acquisition are recorded in the functional currency of our European operations, which is the Euro, these balances are revalued each period and the U.S. dollar value of these assets will fluctuate as foreign exchange rates change. We are amortizing InstruNor developed technology over 8.0 years. Goodwill and intangible assets with indefinite lives are not subject to amortization but are tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. Qualitative assessment includes assessing significant events and circumstances such as our current results, assumptions regarding future performance, strategic initiatives and overall economic factors, including the ongoing global COVID-19 pandemic and macroeconomic developments to determine the existence of potential indicators of impairment and assess if it is more likely than not that the fair value of our reporting unit or intangible assets is less than their carrying value. If indicators of impairment are identified, a quantitative impairment test is performed. During the first quarter of fiscal 2020, we assessed whether the current and potential future impact of the COVID-19 pandemic represented an event which necessitated an impairment review. No impairment was recorded as a result of the quantitative assessment performed. In addition, the Company performed its annual impairment assessment as of December 31, 2021 and 2020 and there were no indicators of impairment identified. Intangible assets also include other patents and licenses, which are included in other non-current assets. Intangible assets, net, were as follows (in thousands): December 31, 2021 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 117,503 $ ( 89,576 ) $ 27,927 9.9 years Patents and licenses $ 11,257 $ ( 10,000 ) $ 1,257 7.0 years December 31, 2020 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 117,658 $ ( 77,452 ) $ 40,206 9.9 years Patents and licenses $ 11,256 $ ( 9,238 ) $ 2,018 7.5 years Total amortization expense for the years ended December 31, 2021, December 31, 2020, and December 31, 2019 was $ 12.7 million, $ 12.8 million and $ 12.2 million, respectively. 91 Based on the carrying value of intangible assets, net, as of December 31, 2021, the annual amortization expense is expected to be as follows (in thousands): Fiscal Year Developed Technology Amortization Expense Patents and Licenses Amortization Expense Total 2022 $ 11,888 $ 678 $ 12,566 2023 11,888 572 12,460 2024 2,088 7 2,095 2025 688 — 688 2026 688 — 688 Thereafter 687 — 687 Total $ 27,927 $ 1,257 $ 29,184 92 8. Balance Sheet Details Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 28,451 $ 68,520 Restricted cash 1,016 1,016 Total cash, cash equivalents, and restricted cash $ 29,467 $ 69,536 Short-term restricted cash of approximately $ 16 th ousand is included in prepaid expenses and other current assets, and $ 1.0 million of non-current restricted cash is included in other non-current assets in the consolidated balance sheets as of December 31, 2021 and 2020. Inventories, net Inventories, net consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Raw materials $ 9,345 $ 8,292 Work-in-process 867 1,214 Finished goods 10,613 10,183 Total inventories, net $ 20,825 $ 19,689 Property and Equipment, net Property and equipment, net consisted of the following as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Computer equipment and software $ 5,759 $ 4,240 Laboratory and manufacturing equipment 30,260 18,107 Leasehold improvements 12,095 7,203 Office, furniture and fixtures 2,074 1,994 Property and equipment, gross 50,188 31,544 Less accumulated depreciation and amortization ( 26,703 ) ( 23,989 ) Construction-in-progress 4,549 9,976 Property and equipment, net $ 28,034 $ 17,531 The majority of the amounts included in construction-in-progress are related to the NIH Contract (see Note 4). Accrued Compensation and Related Benefits Accrued compensation and related benefits consisted of the following as of December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Accrued incentive compensation $ 40 $ 7,842 Accrued vacation 3,388 3,367 Accrued payroll taxes and other 1,492 2,578 Accrued compensation and related benefits $ 4,920 $ 13,787 93 Warranties Activity for our warranty accrual for the years ended December 31, 2021 and 2020, which is included in other accrued liabilities, is summarized below (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 1,663 $ 1,390 Accrual for current period warranties 418 1,028 Warranty costs incurred ( 911 ) ( 755 ) Ending balance $ 1,170 $ 1,663 9. Debt 2014 Senior Convertible Notes (2014 Notes) In February 2014, we closed an underwritten public offering of $ 201.3 million aggregate principal amount of our 2014 Notes. We received $ 195.2 million, net of underwriting discounts, from the issuance of the 2014 Notes and incurred approximately $ 1.1 million in offering-related expenses. The underwriting discount and offering-related expenses are being amortized to interest expense using the effective-interest rate method. The effective interest rate on the 2014 Notes, reflecting the impact of debt discounts and issuance costs, is approximately 3.0 %. The 2014 Notes will mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the 2014 Notes. Holders may require us to repurchase all or a portion of their 2014 Notes on each of February 6, 2021, February 6, 2024, and February 6, 2029, at a repurchase price in cash equal to 100 % of the principal amount of the 2014 Notes plus accrued and unpaid interest. We have retired the majority of the 2014 Notes through the issuance of the 2018 Notes and 2019 Notes, as discussed below. As provided by the indenture governing the 2014 Notes, in February 2021, holders of $ 0.5 million of the 2014 Notes required us to repurchase their notes at 100 % of the principal amount plus accrued and unpaid interest. We recorded a loss of $ 9 thousand on the extinguishment of those notes, representing the difference between the price paid to extinguish the 2014 Notes and their carrying value, including unamortized debt issuance costs. As of December 31, 2021, there was $ 0.6 million aggregate principal of the 2014 Notes outstanding. 2018 Senior Convertible Notes (2018 Notes) In March 2018, we entered into separate privately negotiated transactions with certain holders of our 2014 Notes to exchange $ 150.0 million in aggregate principal amount of the 2014 Notes for 2018 Notes, leaving $ 51.3 million of aggregate principal amount of 2014 Notes outstanding. The 2018 Notes accrued interest at a rate of 2.75 %, payable semi-annually. The 2018 Notes were scheduled to mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the indenture governing the 2018 Notes. In the first quarter of 2019, $ 150.0 million of the 2018 Notes were converted into 19.5 million shares of our common stock and the notes were retired. We recognized a loss of $ 9.0 million on the conversion of 2018 Notes, which was included in loss on extinguishment of debt in 2019. This amount represents the difference between the fair value of the bonds converted and the carrying value of the bonds at the time of conversion. 2019 Senior Convertible Notes (2019 Notes) In November 2019, we issued $ 55.0 million aggregate principal amount of 2019 Notes. Net proceeds of the 2019 Notes issuance were $ 52.7 million, after deductions for commissions and other debt issuance costs. $ 51.8 million of the proceeds of the 2019 Notes were used to retire $ 50.2 million aggregate principal amount of our 2014 Notes. We recognized a loss of $ 3.0 million on the exchange of the 2014 Notes for the 2019 Notes. The loss on extinguishment of debt was calculated as the difference between the reacquisition price (i.e., the fair value of the principal amount of 2019 Notes) and the net carrying value of the 2014 Notes exchanged. The 2019 Notes bear interest at 5.25 % per annum, payable semiannually on June 1 and December 1 of each year, beginning on June 1, 2020. The 2019 Notes will mature on December 1, 2024, unless earlier repurchased or converted pursuant to their terms. The 2019 Notes will be convertible at the option of the holder at any point prior to the close of business on the second scheduled trading day preceding the maturity date. The initial conversion rate of the Notes is 344.8276 shares of the Company’s common stock per $1,000 principal amount of 2019 Notes (which is equivalent to an initial conversion price of approximately $ 2.90 per share). The conversion rate is subject to adjustment upon the occurrence of certain specified events. 94 Those certain specified events include voluntary conversion of the 2019 Notes prior to our exercise of the Issuer’s Conversion Option or in connection with a make-whole fundamental change, entitling the holders, under certain circumstances, to a make-whole premium in the form of an increase in the conversion rate determined by reference to a make-whole table set forth in the indenture governing the 2019 Notes. The conversion rate will not be adjusted for any accrued and unpaid interest. The 2019 Notes will also be convertible at our option upon certain conditions in accordance with the terms of the indenture governing the 2019 Notes. On or after December 1, 2021 to December 1, 2022, if the price of the Company’s common stock has equaled or exceeded 150 % of the Conversion Price then in effect for a specified number of days (Issuer’s Conversion Option), we may, at our option, elect to convert the 2019 Notes in whole but not in part into shares of the Company, determined in accordance with the terms of the indenture. On or after December 1, 2022, if the price of the Company’s common stock has equaled or exceeded 130 % of the Conversion Price then in effect for a specified number of days, we may, at our option, elect to convert the 2019 Notes in whole but not in part into shares of the Company, determined in accordance with the terms of the indenture. Offering-related costs for the 2019 Notes were capitalized as debt issuance costs and are recorded as an offset to the carrying value of the 2019 Notes. The debt issuance costs are amortized over the expected term of the 2019 Notes using the effective interest method through the maturity date of December 1, 2024. The effective rate on the 2019 Notes is 6.2 %. The carrying values of the components of the 2014 Notes and 2019 Notes are as follows (in thousands): December 31, 2021 2020 2.75 % 2014 Notes due 2034 Principal amount $ 578 $ 1,079 Unamortized debt discount ( 8 ) ( 16 ) Unamortized debt issuance cost ( 2 ) ( 4 ) Net carrying value of 2014 Notes $ 568 $ 1,059 5.25 % 2019 Notes due 2024 Principal amount $ 55,000 $ 55,000 Unamortized debt issuance cost ( 1,408 ) ( 1,835 ) Net carrying value of 2019 Notes $ 53,592 $ 53,165 Net carrying value of all Notes $ 54,160 $ 54,224 Revolving Credit Facility and Term Loan, net On August 2, 2018, we entered into a revolving credit facility with Silicon Valley Bank (as amended, the Revolving Credit Facility) in an aggregate principal amount of up to the lesser of (i) $ 15.0 million (Maximum Amount) or (ii) the sum of (a) 85 % of our eligible receivables and (b) 50 % of our eligible inventory, in each case, subject to certain limitations (Borrowing Base), provided that the amount of eligible inventory that may be counted towards the Borrowing Base shall be subject to a cap as set forth in the Revolving Credit Facility. On August 2, 2021, we amended our Revolving Credit Facility to extend the maturity date to August 2, 2023 and to provide for a new $ 10.0 million Term Loan Facility (the Term Loan Facility and, together with the Revolving Credit Facility, the Credit Facility). The stated maturity of the Term Loan Facility is July 1, 2025. However, if the principal amount of our convertible debt exceeds $ 0.6 million as of June 1, 2024 or if the maturity date of our 2019 Notes has not been extended beyond January 1, 2026 by June 1, 2024, then the maturity of the Term Loan Facility will be June 1, 2024. The Credit Facility is collateralized by substantially all our property, other than intellectual property. The Credit Facility also includes a financial covenant that requires us to maintain a minimum Adjusted Quick Ratio, as defined in the agreement, of at least 1.25 to 1.00. The interest rate on advances made under the Revolving Credit Facility is the greater of (i) prime rate plus 0.50 % or (ii) 5.25 %. Interest on any outstanding advances is due and payable monthly and the principal balance is due at maturity though loans can be prepaid at any time without penalty. Fees for Revolving Credit Facility include an annual commitment fee of $ 112,500 and a quarterly unused line fee based on the Borrowing Base. As of December 31, 2021, the Borrowing Base of the Revolving Credit Facility was $ 9.4 million, of which we had borrowed $ 6.8 million, leaving $ 2.5 million available. 95 As of December 31, 2021 the Term Loan Facility was fully drawn. The interest rate on the Term Loan Facility is the greater of 4 % or a floating per annum rate equal to three quarters of one percentage points ( 0.75 %) above the prime rate. Interest on any outstanding term loan advances is due and payable monthly. In addition to the monthly interest payments, a final payment equal to 6.5 % of the original principal amount of each advance is due on the earlier of the maturity date or the date the advance is repaid. Principal balances are required to be repaid in twenty-four equal installments beginning on August 1, 2023. The effective interest rate on the Term Loan Facility, reflecting the impact of debt issuance costs, the end-of-term fee and expected timing of principal repayment was 6.3 % as of December 31, 2021. The carrying values of our term loan and advances under the Credit Facility, and the maximum amount available under the Credit Facility are as follows (in thousands): December 31, 2021 2020 Term Loan Principal amount $ 10,000 $ — End of term fee accretion 79 — Unamortized debt issuance cost ( 30 ) — Net carrying value of term loan $ 10,049 $ — Credit Facility Borrowing Base $ 9,368 $ 15,000 Carrying value of advances under revolving credit agreement $ 6,838 $ — 10. Leases We have operating leases for buildings, equipment and vehicles. Existing leases have remaining terms of less than one year to eight years . Some leases contain options to extend the lease, usually for up to five years , and termination options. Supplemental balance sheet information related to leases was as follows as of December 31, 2021 and 2020 (in thousands, except for discount rate and lease term): 96 December 31, 2021 December 31, 2020 Operating lease right-of-use buildings $ 43,457 $ 41,132 Operating lease right-of-use equipment 84 89 Operating lease right-of-use vehicles 676 679 Total operating lease right-of-use assets, gross 44,217 41,900 Accumulated amortization ( 7,098 ) ( 3,786 ) Total operating lease right-of-use assets, net $ 37,119 $ 38,114 Operating lease liabilities, current $ 3,053 $ 2,973 Operating lease liabilities, non-current 37,548 38,178 Total operating lease liabilities $ 40,601 $ 41,151 Weighted average remaining lease term (in years) 7.7 years 8.6 years Weighted average discount rate per annum 11.7 % 11.9 % The following table presents the components of lease expense for the year-ended December 31, 2021 and 2020, respectively (in thousands): (in thousands) Twelve months ended December 31, 2021 Twelve months ended December 31, 2020 Operating lease cost (including variable costs) $ 10,918 $ 9,682 Variable costs including non-lease component $ 2,853 $ 2,336 Supplemental information: Cash paid for amounts included in the measurement of operating lease liabilities (included in net cash used in operating activities) Operating cash flows from operating leases $ 7,568 $ 5,265 Future minimum lease payments under commenced non-cancelable operating leases are as of December 31, 2021 as follows (in thousands): Fiscal Year Minimum Lease Payments for Operating Leases 2022 $ 7,480 2023 7,644 2024 7,721 2025 7,932 2026 7,704 Thereafter 24,948 Total future minimum payments $ 63,429 Less: imputed interest ( 22,828 ) Total $ 40,601 97 11. Fair Value of Financial Instruments The following tables summarize our cash and available-for-sale securities that were measured at fair value by significant investment category within the fair value hierarchy (in thousands): December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Cash- Restricted Assets: Cash and money market funds $ 28,451 $ — $ — $ 28,451 $ 28,451 $ — Cash-restricted 1,016 — — 1,016 — 1,016 Total cash, cash equivalents and restricted cash $ 29,467 $ — $ — $ 29,467 $ 28,451 $ 1,016 December 31, 2020 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Cash-Restricted Assets: Cash and money market funds $ 68,520 $ — $ — $ 68,520 $ 68,520 $ — Cash-restricted 1,016 — — 1,016 — 1,016 Total cash, cash equivalents and restricted cash $ 69,536 $ — $ — $ 69,536 $ 68,520 $ 1,016 Cash and cash equivalents are Level I measurements. There were no transfers between Level I and Level II measurements, and no changes in the valuation techniques used during the years ended December 31, 2021, and 2020. Debt Our convertible notes are not regularly traded. The estimated fair values for these securities represent Level III valuations since a fair value for these securities cannot be determined by using readily observable inputs or measures, such as market prices. Fair values were estimated using pricing models and risk-adjusted value ranges. The estimated fair value of our term loan also represents a Level III valuation since the value cannot be determined by using readily observable inputs or measures, such as a market prices. The fair value of our term loan was estimated using a discounted cash flows approach and current market interest rate data for similar loans. The following table summarizes the par value, carrying value and the estimated fair value of our debt at December 31, 2021 and 2020, respectively (in thousands): December 31, 2021 December 31, 2020 Par Value Carrying Value Fair Value Par Value Carrying Value Fair Value 2014 Notes $ 578 $ 568 $ 601 $ 1,079 $ 1,059 $ 1,122 2019 Notes 55,000 53,592 81,880 55,000 53,165 117,899 Total Notes $ 55,578 $ 54,160 $ 82,481 $ 56,079 $ 54,224 $ 119,021 Term loan, net $ 10,000 $ 10,049 $ 10,113 $ — $ — $ — Advances under revolving credit agreement $ 6,838 $ 6,838 $ 6,838 $ — $ — $ — 98 12. Shareholders’ Equity 2020 At-the-Market Offering In March 2020, we entered into an Open Market Sale Agreement (Sale Agreement) with Jefferies LLC (Jefferies) to sell shares of our common stock having aggregate sales proceeds of up to $ 50.0 million, from time to time, through an “at-the-market” equity offering program under which Jefferies acts as sales agent. During the third quarter of 2020, we sold 2.5 million shares of our common stock pursuant to the Sale Agreement, for aggregate gross proceeds of $ 20.9 million. Our net proceeds from the sale of such shares of common stock were approximately $ 20.1 million, after deducting related expenses, including commissions of approximately $ 0.6 million and issuance costs of approximately $ 0.2 million. InstruNor Acquisition In January 2020, we completed the acquisition of all of the outstanding shares of InstruNor (see Note 3). The purchase price was approximately $ 7.2 million, consisting of $ 5.2 million in cash and 485,451 shares of our common stock. No adjustments were made to the initial purchase price allocation. Common Shares Reserved At December 31, 2021, we had reserved shares of common stock for future issuance under equity compensation plans as follows: In thousands: Securities To Be Issued Upon Exercise Of Options Securities To Be Issued Upon Release Of Restricted Stock and Performance Share Units at Maximum Number Of Remaining Securities Available For Future Issuance 2011 Equity Incentive Plan 1,429 7,512 3,519 DVS Sciences Inc. 2010 Equity Incentive Plan 9 — — 2017 Inducement Award Plan 159 76 — 2017 Employee Stock Purchase Plan — — 2,633 1,597 7,588 6,152 Included in the securities to be issued upon release of RSUs and PSUs are the maximum number of shares that could be issued for performance share unit awards, which can vest at 0 %- 200 % of the number of awards granted. The number of shares available for future issuance also reflects PSU awards granted at the maximum number of shares that could be issued under these awards. 13. Stock-Based Plans Our board of directors sets the terms, conditions, and restrictions related to our 2017 Employee Stock Purchase Plan (ESPP) and the grant of stock options, restricted stock units (RSUs) and performance-based awar ds under our stock-based plans. Our board of directors determines the number of awards to grant and also sets vesting criteria. In general, RSUs vest on a quarterly basis over a period of four years from the date of grant at a rate of 25 % on the first anniversary of the grant date and ratably each quarter over the remaining 12 quarters, or ratably over 16 quarters, subject to the employees’ continued employment. We may grant RSUs with different vesting terms from time to time. Incentive stock options and non-statutory stock options granted under the 2011 Equity Incentive Plan (2011 Plan) have a term of no more than ten years from the date of grant and an exercise price of at least 100 % of the fair market value of the underlying common stock on the date of grant. Generally, options vest at a rate of either 25 % on the first anniversary of the option grant date and ratably each month over the remaining period of 36 months, or ratably each month over 48 months. We may grant options with different vesting terms from time to time. 99 For performance-based share awards, our board of directors sets the performance objectives and other vesting provisions in determining the number of shares or value of performance units and performance shares that will be paid out. Such payout will be a function of the extent to which performance objectives or other vesting provisions have been achieved. 2011 Equity Incentive Plan In January 2011, our board of directors adopted the 2011 Plan under which incentive stock options, non-statutory stock options, RSUs, stock appreciation rights, performance stock units (PSUs), and performance shares may be granted to our employees, directors, and consultants. In April 2019, our board of directors authorized, and in June 2019, our stockholders approved, an amendment and restatement of the 2011 Plan to make various changes, including increasing the number of shares reserved for issuance by approximately 5.0 million shares and extending the term of the 2011 Plan until April 2029. In May 2020, our board of directors authorized, and in June 2020, our stockholders approved, an increase of 1.4 million in the number of shares reserved for issuance under the 2011 Plan. In April 2021, our board of directors authorized, and in May 2021, our stockholders approved, an additional increase of 4.1 million in the number of shares reserved for issuance under the 2011 Plan. Valuation and Expense Information The weighted average assumptions used to estimate the fair value of options granted were as follows: Year Ended December 31, 2021 2020 2019 Stock options Weighted average expected volatility 94.0 % 79.0 % 69.5 % Weighted average expected term 4.2 years 3.8 years 4.3 years Weighted average risk-free interest rate 0.6 % 2.6 % 1.9 % Dividend yield — — — Weighted-average fair value per share $ 3.73 $ 2.60 $ 7.17 Activity under the various plans was as follows: Restricted Stock Units : Number of Units (in 000s) Weighted-Average Grant Date Fair Value per Unit Balance at December 31, 2018 1,812 $ 7.09 RSU granted 1,808 $ 8.08 RSU released ( 730 ) $ 8.06 RSU forfeited ( 339 ) $ 7.80 Balance at December 31, 2019 2,551 $ 7.43 RSU granted 3,788 $ 4.06 RSU released ( 1,139 ) $ 7.04 RSU forfeited ( 338 ) $ 6.24 Balance at December 31, 2020 4,862 $ 4.98 RSU granted 3,295 $ 5.23 RSU released ( 2,225 ) $ 5.02 RSU forfeited ( 791 ) $ 4.66 Balance at December 31, 2021 5,141 $ 5.18 The total intrinsic value of RSUs vested and released during the year ended December 31, 2021, 2020 and 2019 were approximately $ 11.2 million , $ 8.0 million and $ 5.8 million, respectively. The intrinsic value of vested and released RSUs is calculated by multiplying the fair market value of our common stock on the vesting date by the number of shares vested. As of 100 December 31, 2021, the unrecognized compensation costs related to outstanding unvested RSUs under our equity incentive plans were $ 22.5 million . We expect to recognize those costs over a weighted average period of 2.5 years. Stock Options : Number of Options (in 000s) Weighted-Average Exercise Price per Option Weighted- Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value(1) in (000s) Balance at December 31, 2018 2,385 $ 7.56 7.8 Options granted 50 $ 13.08 Options exercised ( 197 ) $ 5.43 $ 1,198 Options forfeited ( 211 ) $ 8.73 Balance at December 31, 2019 2,027 $ 7.78 6.8 Options granted 117 $ 4.05 Options exercised ( 100 ) $ 4.84 $ 359 Option forfeited ( 409 ) $ 9.22 Balance at December 31, 2020 1,635 $ 7.33 6.2 $ 834 Options granted 92 $ 5.56 Options exercised ( 37 ) $ 5.62 $ 25 Options forfeited ( 93 ) $ 10.49 Balance at December 31, 2021 1,597 $ 7.08 5.6 $ 82 Vested at December 31, 2021 1,503 $ 7.13 5.5 $ 82 Unvested awards at December 31, 2021 94 $ 6.30 8.0 $ — _________________________ (1) Aggregate intrinsic value as of December 31, 2021 was calculated as the difference between the closing price per share of our common stock on the last trading day of 2021, which was $ 3.92 , and the exercise price of the options, multiplied by the number of in-the-money options. As of December 31, 2021, the unrecognized compensation costs related to outstanding unvested options under our equity incentive plans were $ 0.3 million. We expect to recognize those costs over a weighted average period of 0.8 years. 101 Performance-based Awards Performance Stock Units with Market Condition We have granted performance stock units to certain executive officers and senior level employees. The number of performance stock units ultimately earned under these awards is calculated based on the Total Shareholder Return (TSR) of our common stock as compared to the TSR of a defined group of peer companies during the applicable three-year performance period. The percentage of performance stock units that vest will depend on our relative position at the end of the performance period and can range from 0 % to 200 % of the number of units granted. Based on the performance of our stock relative to our defined group of peer companies for the period 2018 to 2020, PSUs awarded in 2018 vested in 2021 at a rate of 118.6 % of the target. The performance adjustment in the table below reflects the impact of the above-target performance. Number of Units (in 000s) Weighted-Average Grant Date Fair Value per Unit Balance at December 31, 2018 155 $ 10.09 PSU granted 401 $ 16.90 PSU released — — PSU forfeited ( 9 ) $ 10.09 Balance at December 31, 2019 547 $ 15.09 PSU granted 509 $ 4.82 PSU released — — PSU forfeited ( 94 ) $ 14.26 Balance at December 31, 2020 962 $ 9.74 PSU granted 396 $ 9.60 Performance adjustment for 2018 awards 21 $ 10.09 PSU released ( 133 ) $ 10.09 PSU forfeited ( 36 ) $ 4.82 Balance at December 31, 2021 1,210 $ 10.11 As of December 31, 2021, the unrecognized compensation costs related to these awards were $ 3.8 million. We expect to recognize those costs over a weighted average period of 1.8 years. The PSU awards above include 0.3 million of PSUs awarded in 2019. Based on the performance of our stock relative to our defined group of peer companies for the period 2019 to 2021, these awards did not meet the minimum target and the shares returned to the 2011 Equity Plan pool in early 2022. Performance Stock Units with Performance Conditions During 2019, we granted performance stock units to a certain employee. The number of performance stock units that ultimately vest under these awards is dependent on the employee achieving certain discrete operational milestones on or before predetermined measurement dates, the latest of which was December 31, 2021. As of December 31, 2021, there were approximately 29 thousand units of these awards outstanding with a weighted-average grant date fair value of $ 6.46 per unit. The operational milestones were not met and the awards were cancelled in early 2022. 2017 Employee Stock Purchase Plan (ESPP) Our ESPP offers U.S. and some non-U.S. employees the right to pur chase shares of our common stock. Our ESPP program has a six-month offering period, with a new period commencing on the first trading day on or after May 31 and November 30 of each year. Employees are eligible to participate through payroll deductions of up to 10 % of their compensation. Employees may not purchase more than $ 25 thousand of stock for any calendar year. Shares are sold to employees under the ESPP for 85 % of the lower of the fair market value of a share of our common stock on the first day of the offering period or the last day of the offering period. 102 Stock-based Compensation Expense Total stock-based compensation expense recognized was as follows (in thousands): For the Year Ended December 31, 2021 2020 2019 Restricted stock units, stock options and performance share units $ 15,470 $ 13,428 $ 10,555 Employee stock purchase plan 631 1,023 838 Total stock-based compensation $ 16,101 $ 14,451 $ 11,393 14. Income Taxes Our loss before income taxes consists of the following (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ ( 56,291 ) $ ( 46,277 ) $ ( 59,900 ) International ( 7,369 ) ( 7,824 ) ( 6,805 ) Loss before income taxes $ ( 63,660 ) $ ( 54,101 ) $ ( 66,705 ) Significant components of our benefit for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State ( 63 ) ( 31 ) ( 31 ) Foreign 167 ( 2,314 ) ( 568 ) Total current tax (expense) benefit 104 ( 2,345 ) ( 599 ) Deferred: State — — — Foreign 4,319 3,426 2,514 Total deferred benefit 4,319 3,426 2,514 Total benefit for income taxes $ 4,423 $ 1,081 $ 1,915 103 Reconciliation of income taxes at the statutory rate to the benefit from income taxes recorded in the statements of operations is as follows: Year Ended December 31, 2021 2020 2019 Tax benefit at federal statutory rate 21.0 % 21.0 % 21.0 % State tax expense, net of federal benefit 2.8 1.7 0.9 Foreign tax benefit (expense) 4.7 ( 0.9 ) ( 0.1 ) Change in valuation allowance ( 15.5 ) ( 11.4 ) ( 6.0 ) Federal research and development credit 0.7 1.1 0.7 Unrecognized tax benefit ( 0.1 ) ( 0.1 ) ( 0.1 ) Non-deductible interest/premium ( 1.0 ) ( 1.1 ) ( 7.9 ) Global Intangible Low-Tax Income (GILTI) — ( 3.9 ) ( 5.6 ) Net operating loss expiration ( 2.9 ) ( 3.3 ) — Executive stock-based compensation ( 1.3 ) — — Other, net ( 1.5 ) ( 1.1 ) — Effective tax rate 6.9 % 2.0 % 2.9 % At December 31, 2017, we changed our permanent reinvestment assertion and will not permanently reinvest our foreign earnings outside the United States. The cash generated from some of our foreign subsidiaries may be used domestically to fund operations. Any domestic, foreign withholding tax and state taxes that may be due upon future repatriation of earnings is not expected to be significant. Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 115,739 $ 104,785 Reserves and accruals 3,473 5,242 Depreciation and amortization 1,931 2,819 Tax credit carryforwards 20,480 18,268 Stock-based compensation 2,871 3,168 Right-of-use lease liability 9,322 9,451 Total gross deferred tax assets 153,816 143,733 Valuation allowance on deferred tax assets ( 141,087 ) ( 131,232 ) Total deferred tax assets, net of valuation allowance 12,729 12,501 Deferred tax liabilities: Fixed assets and intangibles ( 8,416 ) ( 12,272 ) Right-of-use asset ( 8,459 ) ( 8,694 ) Total deferred tax liabilities ( 16,875 ) ( 20,966 ) Net deferred tax liability $ ( 4,146 ) $ ( 8,465 ) Deferred tax liability per balance sheet $ ( 4,329 ) $ ( 8,697 ) less deferred tax assets included in other long-term assets 183 232 Net deferred tax liability $ ( 4,146 ) $ ( 8,465 ) We evaluate a number of factors to determine the realizability of our deferred tax assets. Recognition of deferred tax assets is appropriate when realization of these assets is more likely than not. Assessing the realizability of deferred tax assets is dependent upon several factors including historical financial results. The net deferred tax assets have been partially offset by a valuation allowance because we have incurred losses in the U.S. since our inception. The valuation allowance increased by $ 9.9 104 million during 2021 and $ 1.1 million during 2020. The changes in valuation allowance during 2021 and 2020 are mainly due to taxable losses and an increase in tax attributes. The valuation allowances of $ 141.1 million and $ 131.2 million as of December 31, 2021 and 2020, respectively, primarily relate to temporary tax differences, net operating losses and research and development credits generated in the current and prior years. We believe it is more likely than not that U.S. federal and state deferred tax assets relating to temporary differences, net operating losses and research and development credits are not realizable. As such, full valuation allowances have been applied against U.S. federal and state deferred tax assets. A reconciliation of the beginning and ending amount of the valuation allowance for the years ended December 31, 2021, 2020, and 2019 is as follows (in thousands): Valuation Allowance December 31, 2018 $ 126,108 Charges to earnings — Charges to other accounts 3,976 December 31, 2019 130,084 Charges to earnings — Charges to other accounts 1,142 December 31, 2020 $ 131,226 Charges to earnings — Charges to other accounts 9,861 December 31, 2021 $ 141,087 As of December 31, 2021, we had net operating loss carryforwards for U.S. federal income tax purposes of $ 508.2 million, of which $ 1.7 million expire in 2022, and U.S. federal research and development tax credits of $ 10.0 million, of which $ 0.4 million expire in 2022 and the rest through 2041. As of December 31, 2021, we had net operating loss carryforwards for state income tax purposes of $ 196.6 million, of which $ 0.4 million expire in 2022 and the rest through 2041, and California research and development tax credits of $ 13.3 million, which do not expire. As of December 31, 2021, we had foreign net loss carryforwards of $ 3.4 million which can mostly be carried forward indefinitely. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. In 2021, we continued the Section 382 analysis as historically performed through December 31, 2021 and, based on the information that was available to us, we do not believe that an ownership change occurred during the current year. 105 The aggregate changes in the balance of our gross unrecognized tax benefits during 2021, 2020, and 2019 were as follows (in thousands): December 31, 2018 $ 7,344 Increases in balances related to tax positions during a prior period 155 Increases in balances related to tax positions taken during current period 354 Decreases in balances related to tax positions taken during prior period ( 20 ) December 31, 2019 7,833 Increases in balances related to tax positions during a prior period 756 Increases in balances related to tax positions taken during current period 441 Decreases in balances related to tax positions taken during prior period ( 144 ) December 31, 2020 $ 8,886 Increases in balances related to tax positions during a prior period 25 Increases in balances related to tax positions taken during current period 325 Decreases in balances related to tax positions taken during prior period ( 721 ) December 31, 2021 $ 8,515 Accrued interest and penalties related to unrecognized tax benefits were included in the income tax provision and are immaterial as of December 31, 2021 and 2020. The uncertain taxes payable are recorded as a long-term liability on the balance sheet. During 2021, we decreased our balances related to tax positions in the prior period to reflect a payment of $ 0.7 million related to our uncertain tax position in Singapore. We received a final determination from the tax authorities in October 2021 and paid the amounts accrued. As of December 31, 2021, there were $ 0.2 million of unrecognized tax benefits that, if recognized, would affect our effective tax rate. We do not anticipate that our existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. In accordance with U.S. GAAP, the Company is allowed to make an accounting policy choice of either (1) treating taxes related to GILTI as a current period expense when incurred, or (2) factoring such amounts into the measurement of deferred taxes. The Company has treated GILTI related taxes as a current period expense when incurred in the consolidated financial statements. We file income tax returns in the United States, various states, and certain foreign jurisdictions. As a result of net operating loss carryforwards, all of our tax years are open to federal and state examination in the United States. Tax years from 2012 are open to examination in various foreign countries. 15. Employee Benefit Plans We sponsor a 401(k) savings plan for our employees in the United States that stipulates that eligible employees may elect to contribute to the plan, subject to certain limitations, up to the lesser of 90 % of eligible compensation or the maximum amount allowed by the U.S. Internal Revenue Service. In 2015, we implemented a match formula of 100 % up to $ 2,000 annually, following a 4-year vesting schedule. In 2019, the match was increased to up to $ 3,000 annually. Employer matching contributions to the 401(k) plan were $ 0.6 million for the years ended December 31, 2021, 2020, and 2019. 16. Information About Geographic Areas We operate in one reporting segment that creates, manufactures, and markets a range of products and services, including instruments, consumables, reagents and software that are used by researchers and clinical labs worldwide. Our chief executive officer manages our operations and evaluates our financial performance on a consolidated basis. For purposes of allocating resources and evaluating regional financial performance, our chief executive officer reviews separate sales information for the different regions of the world. Our general and administrative expenses and our research and development expenses are not allocated to an y specific region. Most of our principal operations, other than manufacturing, and our decision-making functions are located at our corporate headquarters in the United States. 106 A summary table of our revenue by geographic areas of our customers and by product and services for the years ended December 31, 2021, 2020 and 2019 is included in Note 6 to the consolidated financial statements. Revenue from customers in the United States represented $ 60.2 million, or 46 %, of total revenues for the year ended December 31, 2021. Revenue from domestic customers represented $ 72.0 million, or 52 %, of total revenues for the year ended December 31, 2020 and $ 43.4 million, or 37 %, for the year ended December 31, 2019. Revenue from customers in China were less than 10 % of total revenues for the year ended December 31, 2021 and 2020. Revenue from customers in China represented $ 15.4 million, or 13 %, of total revenues for the year ended December 31, 2019. With the exception of China, no other foreign country or jurisdiction had revenue in excess of 10% of our total revenue during the years 2021, 2020 and 2019. No individual customer represented more than 10% of our t otal revenues for the fiscal years ended December 31, 2021, 2020, and 2019. Revenues from our five largest customers were 23 % for the both the years ended December 31, 2021 and 2020, and 17 % for 2019. We had long-lived assets consisting of property and equipment, net of accumulated depreciation, and operating lease ROU assets, net of accumulated amortization, in the following geographic areas for each year presented (in thousands): December 31, 2021 2020 United States $ 34,497 $ 35,188 Singapore 23,732 12,195 Canada 5,597 6,456 Asia-Pacific 804 1,048 EMEA 523 758 Total $ 65,153 $ 55,645 The increase in long-lived assets in Singapore is attributable to capital expenditures funded by the NIH Contract (see Note 4). 17. Commitments and Contingencies Commitments In the normal course of business, we enter into various contractual and legally binding purchase commitments. As of December 31, 2021, these commitments were approximately $ 22.0 million. We have entered into several license and patent agreements. Under these agreements, we pay annual license maintenance fees, non-refundable license issuance fees, and royalties as a percentage of net sales for the sale or sublicense of products using the licensed technology. Future payments related to these license agreements have not been included in the contractual obligations table above as the period of time over which the future license payments will be required to be made, and the amount of such payments, are indeterminable. We do not expect the license payments to be material in any particular year. Indemnifications From time to time, we have entered into indemnification provisions under certain of our agreements in the ordinary course of business, typically with business partners, customers, and suppliers. Pursuant to these agreements, we may indemnify, hold harmless, and agree to reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any patent or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification provisions is generally perpetual from the time of the execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is typically not limited to a specific amount. In addition, we have entered into indemnification agreements with our 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. 107 Contingencies In September 2020, a putative class action complaint alleging violations of the federal securities laws was filed against the Company (also naming our Chief Executive Officer and Chief Financial Officer as defendants) in the U.S. District Court for the Northern District of California (Reena Saintjermain, et al. v. Fluidigm Corporation, et al). The Court appointed a lead plaintiff and lead counsel in December 2020, and an amended complaint was filed on February 19, 2021. The complaint, as amended, seeks unspecified damages on behalf of a purported class of persons and entities who acquired our common stock between February 7, 2019 and November 5, 2019 and alleges securities laws violations based on statements and alleged omissions made by the Company during such period. The Company filed a motion to dismiss the complaint on April 5, 2021 and, on August 4, 2021, the Court granted defendants’ motion to dismiss with leave to amend. A second amended complaint was filed on September 14, 2021. The Company filed a motion to dismiss the second amended complaint on October 29, 2021 and, on February 14, 2022, the Court granted defendants’ motion and dismissed the second amended complaint with prejudice. The plaintiff has 30 days following the Court’s entry of judgment to file an appeal. We believe the claims alleged in the complaint lack merit and, should an appeal be filed, we intend to defend this action vigorously. From time to time, we may be subject to various legal proceedings and claims arising in the ordinary course of business. These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, we review the status of each matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, we accrue a liability for the estimated loss. We have not recorded any such liabilities. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we continue to reassess the potential liability related to pending claims and litigation and may revise estimates. 18. Subsequent Event On January 23, 2022, we entered into (i) a Loan Agreement (the Casdin Loan Agreement) with Casdin Private Growth Equity Fund II, L.P. and Casdin Partners Master Fund, L.P. (collectively, Casdin) and (ii) a Loan Agreement (the Viking Loan Agreement, and together with the Casdin Loan Agreement, the Bridge Loan Agreements) with Viking Global Opportunities Illiquid Investments Sub-Master LP and Viking Global Opportunities Drawdown (Aggregator) LP (collectively, Viking and, together with Casdin, the Purchasers and each, a Purchaser). Each Bridge Loan Agreement provides for a $ 12.5 million term loan to us (each, a Bridge Loan and collectively, the Bridge Loans). Subject to approval by our stockholders, upon the issuance of the shares of Series B Preferred Stock (as defined below) pursuant to the Purchase Agreements (as defined below), the Bridge Loans will be automatically converted into shares of Series B-1 Preferred Stock (as defined below) or Series B-2 Preferred Stock (as defined below), as applicable, in accordance with the terms of the Bridge Loan Agreements. The Bridge Loans were fully drawn on January 24, 2022. The proceeds of the Bridge Loans may be used for working capital and general corporate purposes. Also on January 23, 2022, we entered into separate Series B Convertible Preferred Stock Purchase Agreements (the Purchase Agreements) with each of the Purchasers pursuant to which, among other things, at the closing of the transactions contemplated thereby, and on the terms and subject to the conditions set forth therein, including the approval of our stockholders, we will issue and sell an aggregate of $ 225 million of convertible preferred stock, consisting of: (i) 112,500 shares of our Series B-1 Convertible Preferred Stock, par value $ 0.001 per share (the Series B-1 Preferred Stock), at a purchase price of $ 1,000.00 per share to Casdin, and (ii) 112,500 shares of our Series B-2 Convertible Preferred Stock, par value $ 0.001 per share (the Series B-2 Preferred Stock, and together with the Series B-1 Preferred Stock, the Series B Preferred Stock) at a purchase price of $ 1,000.00 per share to Viking (clauses (i) and (ii), the Preferred Equity Financing, and together with the issuance of shares of Series B Preferred Stock in connection with the conversion of the Bridge Loans, the Private Placement Issuance). The Series B Preferred Stock to be purchased by Casdin and Viking pursuant to the Purchase Agreements is in addition to any Series B Preferred Stock to be issued upon conversion of outstanding amounts under the Bridge Loan Agreements. The proceeds of the Preferred Equity Transactions will be used by us for expenses related to the Preferred Equity Transactions, as well as working capital, general corporate purposes and merger and acquisition opportunities that we may identify from time to time. In connection with the Private Placement Issuance, we will change our name to “Standard BioTools Inc.” and Dr. Michael Egholm will be appointed as the Company’s President and Chief Executive Officer and as a member of our Board of Directors (the Board), each occurring upon the closing of the transactions contemplated by the Purchase Agreements (Closing). Dr. Egholm will succeed Chris Linthwaite, who will continue as our Chief Executive Officer until the earlier of the Closing or May 15, 2022. 108 The Closing is subject to customary closing conditions for a transaction of this nature, including approval by our stockholders of the issuance of the Series B Preferred Stock in connection with the Private Placement Issuance. Each Private Placement Issuance is also conditioned on the substantially contemporaneous consummation of the other Private Placement Issuance. Our Board has called a special meeting to be held on March 25, 2022 (the Special Meeting) to ask our stockholders to consider, vote upon and approve (i) a proposal to amend our Eighth Amended and Restated Certificate of Incorporation (the Charter) to, among other things, increase the number of shares of common stock, par value $ 0.001 per share, (the Common Stock) that we are authorized to issue from two hundred million ( 200,000,000 ) shares to four hundred million ( 400,000,000 ) shares and to change our name to Standard BioTools Inc. (together, the Charter Amendment Proposal); and (ii) to approve the issuance of (A) the Series B-1 Preferred Stock and the Series B-2 Preferred Stock pursuant to the Purchase Agreements, (B) the Series B-1 Preferred Stock and the Series B-2 Preferred Stock issuable pursuant to the terms of the Bridge Loan Agreements and (C) the Common Stock issuable upon the conversion of the Series B Preferred Stock (clauses (A) through (C), the Private Placement Issuance Proposal). The Private Placement Issuance Proposal is conditioned on the approval of the Charter Amendment Proposal. The Charter Amendment Proposal is conditioned on the approval of the Private Placement Issuance Proposal. If both proposals do not receive the requisite vote for approval, neither the Charter Amendment Proposal nor the Private Placement Issuance Proposal will take effect. The parties have agreed that they will not be obligated to close the Private Placement Issuance if the Charter Amendment Proposal has not been approved at the Special Meeting. If the Charter Amendment Proposal and the Private Placement Issuance Proposal are not approved by our stockholders at the Special Meeting or the Purchase Agreements are otherwise terminated, then the Bridge Loans will become convertible, at each lender’s option, into Common Stock at an initial conversion rate of 352.1126 shares of Common Stock per $1,000 of conversion amount, subject to the cap set forth in the Bridge Loan Agreements. The conversion rate is subject to customary adjustments as set forth in the Bridge Loan Agreements. The Bridge Loans bear interest (i) from and including the effective date of the Bridge Loan Agreements to but excluding March 1, 2022, at 10 %, (ii) from and including March 1, 2022 to but excluding June 1, 2022, at 12 %, (iii) from and including June 1, 2022 to but excluding September 1, 2022, at 14 %, and (iv) from and including September 1, 2022 and thereafter, at 16 %. Interest accrues daily and is payable in kind by adding the accrued interest to the outstanding principal amount on the last date of each month. The Bridge Loans mature on the 91st calendar day after the latest maturity date of the loans borrowed under our Loan and Security Agreement, dated as of August 2, 2018, with Silicon Valley Bank, and the principal, together with accrued and unpaid interest, is due on the maturity date. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.