What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-09 compared with 2021-11-09 · 321 added, 430 removed, 412 unchanged (65% of the section changed)

Financial Statements

FLUIDIGM CORPORATION

STANDARD BIOTOOLS INC.

(formerly known as FLUIDIGM CORPORATION)

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

September 30, December 31,

March 31, December 31,

Current assets:

Cash and cash equivalents $ 29,983 $ 28,451

Accounts receivable (net of allowance of $ 356 at each of September 30, 2021 and December 31, 2020)

Accounts receivable (net of allowances of $ 356 at each of March 31, 2022 and December 31, 2021)

15,422 18,320

13 unchanged sentences

Operating lease liabilities, current 3,209 3,053

Other accrued liabilities 8,188 11,882

Deferred grant income, current 4,299 2,912

Deferred revenue, current 12,291 11,947

Deferred grant income, current 3,603 3,535

Other accrued liabilities 7,589 8,673

Advances under revolving credit agreement, current — 6,838

Total current liabilities 47,173 49,568

Term loan, net 9,993 —

Bridge loans 35,655 —

Convertible notes, net 54,271 54,160

Term loan, net 10,106 10,049

Deferred tax liability 3,544 4,329

2 unchanged sentences

Deferred grant income, non-current 17,237 18,116

Obligation for Series B Preferred Stock 37,792 —

Other non-current liabilities 1,494 882

2 unchanged sentences

Stockholders’ equity:

Preferred stock, $ 0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either September 30, 2021 or December 31, 2020

Preferred stock, $ 0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either March 31, 2022 or December 31, 2021

Common stock:

$ 0.001 par value, 200,000 shares authorized at September 30, 2021 and December 31, 2020;

76,485 and 74,543 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

$ 0.001 par value, 200,000 shares authorized at March 31, 2022 and December 31, 2021;

77,199 and 76,919 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

Additional paid-in capital 835,379 831,424

4 unchanged sentences

See accompanying notes

FLUIDIGM CORPORATION

STANDARD BIOTOOLS INC.

(formerly known as FLUIDIGM CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Product revenue $ 20,004 $ 24,728

11 unchanged sentences

Interest expense ( 1,030 ) ( 887 )

Surplus funding from NIH contract 5,000 — 5,000 —

Loss on forward sale of Series B Preferred Stock ( 37,792 ) —

Unrealized loss on bridge loans ( 10,655 ) —

Other income (expense), net 118 ( 285 )

5 unchanged sentences

See accompanying notes

FLUIDIGM CORPORATION

STANDARD BIOTOOLS INC.

(formerly known as FLUIDIGM CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Net loss $ ( 76,288 ) $ ( 18,821 )

1 unchanged sentence

Foreign currency translation adjustment ( 150 ) ( 443 )

Net change in unrealized gain (loss) on investments — ( 3 ) — ( 36 )

Other comprehensive income (loss), net of tax ( 446 ) 520 ( 842 ) 293

Comprehensive loss $ ( 76,438 ) $ ( 19,264 )

See accompanying notes

FLUIDIGM CORPORATION

STANDARD BIOTOOLS INC.

(formerly known as FLUIDIGM CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

13 unchanged sentences

Balance as of March 31, 2022 77,199 $ 77 $ 835,379 $ ( 1,057 ) $ ( 812,286 ) $ 22,113

Issuance of restricted stock, net of shares withheld for taxes, and other 1,028 1 ( 1,028 ) — — ( 1,027 )

Issuance of common stock under ESPP 139 — 685 — — 685

Issuance of common stock from option exercises 36 — 209 — — 209

Stock-based compensation expense — — 3,741 — — 3,741

Net loss — — — — ( 17,143 ) ( 17,143 )

Other comprehensive loss, net of tax — — — 47 — 47

Balance as of June 30, 2021 76,166 $ 76 $ 822,383 $ ( 284 ) $ ( 712,725 ) $ 109,450

Issuance of restricted stock, net of shares withheld for taxes, and other 318 — ( 143 ) — — ( 143 )

Issuance of common stock from option exercises 1 — ( 1 ) — — ( 1 )

Stock-based compensation expense — — 4,320 — — 4,320

Net loss — — — — ( 13,843 ) ( 13,843 )

Other comprehensive loss, net of tax — — — ( 446 ) — ( 446 )

Balance as of September 30, 2021 76,485 $ 76 $ 826,559 $ ( 730 ) $ ( 726,568 ) $ 99,337

FLUIDIGM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

Common Stock Additional

7 unchanged sentences

Issuance of restricted stock, net of shares withheld for taxes, and other 420 — ( 525 ) — — ( 525 )

Cumulative-effect of new accounting standard for Topic 326 Credit Losses — — — — ( 100 ) ( 100 )

Stock-based compensation expense — — 3,677 — — 3,677

Acquisition of InstruNor AS 485 1 2,048 — — 2,049

Net loss — — — — ( 18,821 ) ( 18,821 )

1 unchanged sentence

Balance as of March 31, 2021 74,963 $ 75 $ 818,776 $ ( 331 ) $ ( 695,582 ) $ 122,938

Issuance of restricted stock, net of shares withheld for taxes, and other 286 — ( 116 ) — — ( 116 )

Issuance of common stock under ESPP 301 — 645 — — 645

Stock-based compensation expense — — 3,633 — — 3,633

Net loss — — — — ( 13,015 ) ( 13,015 )

Other comprehensive income, net of tax — — — 76 — 76

Balance as of June 30, 2020 71,283 $ 71 $ 786,193 $ ( 809 ) $ ( 652,736 ) $ 132,719

Issuance of restricted stock, net of shares withheld for taxes, and other 258 1 ( 124 ) — — ( 123 )

Issuance of common stock from option exercises 94 — 450 — — 450

Issuance of common stock from at-the-market offering, net of issuance costs 2,480 2 20,226 — — 20,228

Equity issuance cost — — ( 180 ) — — ( 180 )

Stock-based compensation expense — — 4,358 — — 4,358

Net loss — — — — ( 5,999 ) ( 5,999 )

Other comprehensive income, net of tax — — — 520 — 520

Balance as of September 30, 2020 74,115 $ 74 $ 810,923 $ ( 289 ) $ ( 658,735 ) $ 151,973

See accompanying notes

FLUIDIGM CORPORATION

STANDARD BIOTOOLS INC.

(formerly known as FLUIDIGM CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Loss on forward sale of Series B Preferred Stock 37,792 —

Unrealized loss on bridge loans 10,655 —

Stock-based compensation expense 4,042 3,677

1 unchanged sentence

Depreciation and amortization 1,003 934

Amortization of debt discounts, premiums and issuance costs 427 415

Lease amortization 380 1,863

Provision for excess and obsolete inventory 851 315

Loss on disposal of property and equipment 6 191

Amortization of debt discounts, premiums and issuance costs 211 132

Other non-cash items 104 163

4 unchanged sentences

Accounts payable 1,905 3,363

Deferred revenue ( 2,290 ) 1,258

Accrued compensation and related benefits 3,037 ( 5,020 )

Deferred revenue 155 156

Other liabilities ( 1,346 ) ( 4,967 )

1 unchanged sentence

Investing activities

Acquisition, net of cash acquired — ( 5,154 )

Proceeds from NIH Contract — 2,000

Proceeds from sale of investments — 5,010

Proceeds from maturities of investments — 31,800

Purchases of property and equipment ( 868 ) ( 6,923 )

Net cash provided by (used in) investing activities ( 10,801 ) 40,797

Net cash used in investing activities ( 868 ) ( 4,923 )

Financing activities

Proceeds from term loan 10,000 —

Proceeds from issuance of common stock from at-the-market offering, net of commissions — 20,226

Proceeds from bridge loans 25,000 —

Repayment of advances under credit agreement ( 6,838 ) —

Repayment of long-term debt — ( 501 )

Proceeds from exercise of stock options 208 450

Proceeds from stock issuance under ESPP 685 645

Payments for taxes related to net share settlement of equity awards and other ( 87 ) ( 525 )

Payment of debt and equity issuance costs ( 35 ) ( 509 )

Net cash provided by (used in) financing activities 18,075 ( 1,026 )

9 unchanged sentences

See accompan ying notes

FLUIDIGM CORPORATION

STANDARD BIOTOOLS INC.

(formerly known as FLUIDIGM CORPORATION)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

March 31, 2022

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.

Standard BioTools Inc.

(Standard BioTools, the Company, we, our or us), previously known as Fluidigm Corporation, is driven by a bold vision – unleashing tools to accelerate breakthroughs in human health.

Standard BioTools has an established portfolio of essential, standardized next-generation technologies that help biomedical researchers develop medicines faster and better.

As a leading solutions provider, we provide reliable and repeatable insights in health and disease using our proprietary mass cytometry and microfluidics technologies that help transform scientific discoveries into better patient outcomes.

Standard BioTools works with leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide, focusing on the most pressing needs in translational and clinical research, including oncology, immunology, and immunotherapy.

The Company was formerly known as Fluidigm Corporation and changed its name to Standard BioTools Inc.

in April 2022, in connection with the completion of the private placement issuance discussed in Note 3.

The Company was founded in 1999 and is headquartered in South San Francisco, California.

Summary of Significant Accounting Policies

3 unchanged sentences

GAAP) and include the accounts of our wholly owned subsidiaries.

As of September 30, 2021, we had wholly owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, Italy, the United Kingdom, China, Germany and Norway.

As of March 31, 2022, 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.

2 unchanged sentences

All intercompany transactions and balances have been eliminated in consolidation.

In the audited financial statements and the related notes for the year ended December 31, 2021 included in our annual report on Form 10-K, filed with the SEC on March 8, 2022, we disclosed that we had performed an assessment to determine whether there were conditions or events, considered in the aggregate, that raised 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.

We believed that our then-current level of cash and cash equivalents, together with committed financing facilities, were not sufficient to fund ongoing operations for at least the twelve-month period after the financial statements are issued.

Since then, we have closed the $ 225 million Series B Preferred Equity Financing, as defined in Note 3, that was previously disclosed in Note 18 to our audited financial statements for the year ended December 31, 2021 as contingent on stockholder approval.

The completion of this financing has eliminated the doubt about the Company’s ability to continue as a going concern.

See Note 3 and Note 17 for further discussion.

Certain prior period amounts in the condensed consolidated financial statements were reclassified to conform with the current period presentation.

3 unchanged sentences

The year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S.

The condensed consolidated results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year or for any other year or interim period.

The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2020 included in our annual report on Form 10-K, filed with the SEC on February 25, 2021.

The condensed consolidated results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year or for any other year or interim period.

The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2021 included in our annual report on Form 10-K, filed with the SEC on March 8, 2022.

Use of Estimates

3 unchanged sentences

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 as of September 30, 2021.

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.

We assessed certain accounting matters that generally require consideration of forecasted financial information, including the unknown impact of COVID-19 and the war in Ukraine.

Accounting matters that rely on forecasted financial information included, but were not limited to, our inventory, and related reserves, and the carrying value of goodwill and other long-lived assets and liabilities.

Actual results could differ materially from these estimates and could have a material adverse effect on our condensed consolidated financial statements.

We also use significant judgment in determining the fair value of financial instruments, including the Bridge Loans, forward contracts on Series B Preferred Stock and other debt and equity instruments.

Foreign Currency

4 unchanged sentences

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 integrated fluidic circuits (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 condensed consolidated balance sheet as deferred revenue.

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 typically using an input method based on our costs incurred relative to the total expected cost which determines the extent of our progress toward completion.

As part of the accounting for these arrangements, we must develop estimates and assumptions that require judgment to determine the transaction price and progress towards completion.

We review our estimate of the transaction price and progress toward completion based on the best information available to recognize the cumulative progress toward completion as of the end of each reporting period, and make revisions to such estimates as necessary.

We also generate revenue from development or collaboration agreements that do not include upfront or milestone-based payments and generally recognize revenue on these types of agreements based on the timing of development activities.

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, in which we received a $ 3.5 million payment in exchange for a perpetual license under certain Fluidigm intellectual property.

The settlement is considered a multiple-element arrangement with each element accounted for individually.

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.

We accrue for estimated warranty obligations at the time of product shipment.

We periodically review our warranty liability and record adjustments based on the terms of warranties provided to customers, and historical and anticipated warranty claim experience.

This expense is recorded as a component of cost of product revenue in the condensed consolidated statements of operations.

Significant Judgments

Applying the revenue recognition practices discussed above often requires significant judgment.

Judgment is required when identifying performance obligations, estimating SSP and allocating purchasing consideration in multi-element arrangements and estimating the future amount of our warranty obligations.

Moreover, significant judgment is required when interpreting commercial terms and determining when control of goods and services passes to the customer.

Any material changes created by errors in judgment could have a material effect on our operating results and overall financial condition.

Accounts Receivable

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.

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 either the three or nine months ended September 30, 2021 .

One customer from whom we derived product and development revenue exceed ed 10 % of total revenue for both the three and nine months ended September 30, 2020.

One customer had an outstanding trade receivable balance that represented more than 10% of total billed receivables as of September 30, 2021 .

No customer had an outstanding trade receivable balance that represented more than 10% of total billed receivables as of December 31, 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 ti me.

In order to mitigate any adverse impacts from a disruption of supply, we attempt to maintain an adequate supply of critical limited-source components.

We determine if an arrangement is a lease, or contains a lease, at inception.

Operating leases are included in operating lease right-of-use (ROU) assets and current and non-current operating lease liabilities in our condensed consolidated balance sheets.

ROU 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 an incremental collateralized borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at 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 condensed consolidated financial statements from the date of acquisition.

We allocate 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.

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 not recognize any impairment of intangibles for any of the periods presented herein.

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 the NIH in July 2020 (collectively, the NIH Contract), has a total value of up to $ 34.0 million upon the achievement of certain conditional milestones.

Proceeds from the NIH Contract will be used primarily to expand production capacity and product throughput capabilities.

Accounting for the NIH Contract does not fall under ASC 606, Revenue from Contracts with Customers, as the 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 occurs when either each milestone has been accepted by NIH or management concludes the conditions of the grant have been substantially met.

Deferred grant income related to production capacity expansion will be amortized over the period of depreciation for the related assets as a reduction of depreciation expense.

Deferred grant income related to reimbursement of operating expenses 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 under the NIH Contract are reflected in other non-operating income.

On August 2, 2021, we entered into a Fourth Amendment 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 $ 10.0 million (Term Loan Facility).

As of September 30, 2021, the balance outstanding on the Term Loan Facility was $ 10.0 million.

Interest is payable monthly and principal balances are required to be repaid in twenty-four 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 loan through the expected maturity date 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 will be 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.

The amortization of debt issuance costs and accretion of the final payment are reflected in periodic interest expense.

Convertible Notes

In February 2014, we closed an underwritten public offering of 2.75 % Senior Convertible Notes due 2034 (2014 Notes).

In November 2019, we closed a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of $ 55.0 million aggregate principal amount of our 5.25 % Senior Convertible Notes due 2024 (2019 Notes).

As the 2014 Notes and 2019 Notes do not provide for a cash conversion feature, the 2014 Notes and the 2019 Notes are recorded as debt in their entirety in accordance with ASC 470.

Offering-related costs, including underwriting costs, were capitalized as debt issuance costs, recorded as an offset to the carrying value of the related convertible notes, and are amortized over the expected term of the related convertible notes using the effective interest method.

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 these notes, representing the difference between the price paid to extinguish the 2014 Notes and their carrying value, including unamortized debt issuance costs.

The loss is included in other income (expense), net on the condensed consolidated statement of operations.

See Note 8 for a detailed discussion of the accounting treatment of the transactions and additional information.

Private Placement Issuance

See Note 3 for a detailed discussion of the transactions, including the accounting treatment, and additional information.

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.

Other comprehensive income (loss) generally 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 condensed consolidated statements of comprehensive loss.

The components of accumulated other comprehensive loss, net of tax, for the three and nine months ended September 30, 2021 are as follows (in thousands):

The component of accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2022 is as follows (in thousands):

Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Investments Accumulated Other Comprehensive Income (Loss)

2 unchanged sentences

Ending balance at March 31, 2022 $ ( 1,057 ) $ — $ ( 1,057 )

Other comprehensive income (loss) 47 — 47

Ending balance at June 30, 2021 $ ( 284 ) $ — $ ( 284 )

Other comprehensive income (loss) ( 446 ) — ( 446 )

Ending balance at September 30, 2021 $ ( 730 ) $ — $ ( 730 )

Immaterial amounts of unrealized gains and losses have been reclassified into the condensed consolidated statement of operations for the three and nine months ended September 30, 2021.

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.

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):

Nine Months Ended September 30,

Three Months Ended March 31,

Stock options, restricted stock units and performance awards 7,988 6,974

Bridge Loans 8,979 —

Series B Convertible Preferred Stock Purchase Agreements 66,176 —

2019 Convertible Notes 18,966 18,966

2 unchanged sentences

Total 103,894 27,488

Recent Accounting Changes and Accounting Pronouncements

Potentially dilutive securities in the above table include the impact of the Bridge Loans and the Series B Convertible Preferred Stock Purchase Agreements, defined in Note 3.

See Note 3 for further discussion.

Recent Accounting Changes and Accounti ng Pronouncements

Adoption of New Accounting Guidance

In 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.

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

The amendment to this ASU reduces 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.

We are currently evaluating the impact of adoption on our condensed consolidated financial statements.

The Company adopted ASU 2020-06 effective January 1, 2022.

The adoption of ASU 2020-06 did not have an impact on the Company’s 2014 and 2019 Convertible Notes.

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 the entities 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.

The Company adopted ASU 2021-10 effective January 1, 2022.

The adoption of ASU 2021-10 did not have a material impact on the Company’s financial statements.

Recent Accounting Pronouncements

Private Placement Issuance

Overview of Transactions

On January 23, 2022, we entered into (i) a Loan Agreement (the Casdin Bridge 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 Bridge Loan Agreement, and together with the Casdin Bridge 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 provided for a $ 12.5 million term loan (the Bridge Loans) to the Company.

The Bridge Loans were fully drawn on January 24, 2022.

The Bridge Loans automatically converted into Series B Preferred Stock, defined below, upon the completion of the Preferred Equity Financ ing, defined below.

Also on January 23, 2022, we entered into separate Series B Convertible Preferred Stock Purchase Agreements (the Purchase Agreements) with each of Casdin and Viking pursuant to which 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 issued and sold an aggregate of $ 225 million of convertible preferred stock on April 4, 2022, consisting of:

(i) 112,500 shares of the Company’s 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 per share to Casdin;

and (ii) 112,500 shares of the Company’s 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 per share to Viking (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 rights, preferences and privileges of the Series B Preferred Stock are set forth in the Series B-1 Certificate of Designations and Series B-2 Certificate of Designations (collectively, the Series B Certificates of Designations), each as defined in the respective Purchase Agreements.

The Series B Preferred Stock ranks senior to our common stock with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

The holders of Series B Preferred Stock are entitled to participate in all dividends declared on our common stock on an as-converted basis, on the terms and subject to the conditions set forth in the Series B Certificates of Designations.

Our board of directors (the Board) called a meeting (Special Meeting) to ask our stockholders to consider, vote upon and approve (i) a proposal to amend the Company’s 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, 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 the Company’s name to Standard BioTools Inc.

(the Charter Amendment Proposal);

(ii) a proposal to approve, in accordance with Nasdaq Listing Rule 5635, 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 (the Private Placement Issuance Proposal);

and (iii) a proposal to adjourn the Special Meeting if the Special Meeting were convened and a quorum were present, but there were not sufficient votes to approve the Charter Amendment Proposal and the Private Placement Issuance Proposal (the Adjournment Proposal, and, together with the Private Placement Issuance Proposal and the Charter Amendment Proposal, the Stockholder Proposals).

Each of the Private Placement Issuance Proposal and Charter Amendment Proposal were conditioned on the approval of the other proposal, and neither proposal would take effect unless both were approved by our stockholders.

Our stockholders approved the Charter Amendment Proposal and Private Placement Issuance Proposal on April 1, 2022.

The Private Placement Issuance closed on April 4, 2022.

The proceeds of the Private Placement Issuance have been and will be used to fund expenses related to the Private Placement Issuance, as well as working capital, general corporate purposes and potential future merger and acquisition opportunities that we may identify from time to time.

Prior to their conversion, the Bridge Loans bore 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 accrued daily and was payable in kind by adding the accrued interest to the outstanding principal amount.

Unless earlier converted, the outstanding principal amount of the Bridge Loans (inclusive of principal and accrued and unpaid interest) was due and payable in cash on the maturity date.

The Bridge Loans automatically converted into Series B Preferred Stock upon the issuance of the shares of Series B Preferred Stock pursuant to the Purchase Agreements, in accordance with the terms of the Bridge Loan Agreements.

The Bridge Loans converted into a number of shares of Series B Preferred Stock equal to (i) the then outstanding principal amount of the applicable Bridge Loan (including any interest added to the original principal amount thereof) plus accrued and unpaid interest (together, the Conversion Amount) on the Bridge Loans divided by $ 1,000 multiplied by (ii) the Conversion Price (as defined in the Series B Certificates of Designations) divided by $ 2.84 .

If the Series B Preferred Stock had not been approved for issuance by our stockholders, or the Purchase Agreements were terminated, then the Bridge Loans would have become convertible, at each lender’s option, into common stock, par value $ 0.001 per share, of the Company at an initial conversion rate of 352.1126 shares of common stock per $1,000 of the Conversion Amount, subject to the cap set forth in the Bridge Loan Agreements.

Unless earlier converted, the Bridge Loans, inclusive of principal and accrued and unpaid interest, would have become due and payable in cash on the maturity date.

The maturity date of the Bridge Loans was 91 days after the maturity date of the Term Loan Facility as defined in Note 9.

The latest possible maturity date of the Bridge Loans was September 30, 2025.

The conversion rate was subject to customary adjustments as set forth in the Bridge Loan Agreements.

The carrying value of the Bridge Loans is as follows (in thousands):

March 31, 2022 December 31, 2021

Principal amount $ 25,000 $ —

Accrued and unpaid interest 499 —

Conversion amount 25,499 —

Unrealized loss on Bridge Loans 10,156 —

Fair value of Bridge Loans $ 35,655 $ —

Applying the guidance in ASC 825, we elected to record the Bridge Loans at their fair value.

The change in fair value of the Bridge Loans from $ 25.0 million at inception to $ 35.7 million as of March 31, 2022, including the portion attributable to accrued interest, is reflected as a non-operating unrealized loss on the Bridge Loans in the accompanying consolidated statement of operations.

In addition, as required under the fair value option, issuance costs associated with the debt of $ 0.2 million were recognized in selling, general and administrative expenses in the first quarter of 2022.

The unrealized loss on the Bridge Loans was largely driven by an increase in the price of our common stock from $ 2.84 per share at inception to $ 3.59 per share as of March 31, 2022, and, to a lesser extent, to the change in value of the various conversion options under the Approval Scenario, discussed below.

We employed a probability‐weighted expected return method in our valuation analysis of the Bridge Loans.

Specifically, our analysis contemplated two scenarios:

1) our stockholders approve the transaction (Approval Scenario) and 2) our stockholders do not approve the transaction (Disapproval Scenario).

To estimate the fair value of the Bridge Loans pursuant to the Approval Scenario, we employed a Monte Carlo Simulation (MCS) analysis based on the underlying Series B Preferred Stock into which the Bridge Loans were convertible.

Given the convertibility of the Series B Preferred Stock into cash or our common stock, our MCS analysis simulated the value of the Series B Preferred Stock using a random‐walk process that incorporated the various provisions of the Series B Preferred Stock discussed below.

Series B Convertible Preferred Stock Purchase Agreements

The Purchase Agreements for the issuance of 225,000 shares of Series B Preferred Stock for $ 225 million at a future date, have been accounted for as forward sales contracts at fair value in accordance with ASC 480 because the Series B Preferred Stock includes certain contingent redemption features which create an obligation for the Company to repurchase its shares.

The fair values of the forward sales contracts were determined using the MCS analysis discussed above.

As noted above, given the convertibility of the Series B Preferred Stock into cash or our common stock under several scenarios, the MCS analysis simulated the value of our common stock and the resulting impact on the value of Series B Preferred Stock, given the various provisions discussed below.

The fair value of 225,000 shares of Series B Preferred Stock was determined to be $ 262.8 million as of March 31, 2022.

The $ 37.8 million difference between the fair value of the Series B Preferred Stock of $ 262.8 million and the par value of $ 225 million represents the value of the forward sales contracts and is recorded on the condensed consolidated balance sheet in non-current liabilities, while the change in the fair value of the forward sales contracts is included in non-operating income in the condensed consolidated statement of operations for the three months ended March 31, 2022.

The increase in the fair value of the Series B Preferred Stock from January 23, 2022 to March 31, 2022 reflects the increase in the price of our common stock since the inception of the contracts through March 31, 2022, and the value of the various conversion rights and key provisions discussed below.

The Series B Certificates of Designations contain several conversion rights and other key provisions described below.

Holder Voluntary Conversion Rights

The Series B Preferred Stock is convertible at the option of the holders thereof at any time into a number of shares of common stock equal to the Conversion Rate (as defined in the Series B Certificates of Designations), which is initially 294.1176 shares of common stock per share of Series B Preferred Stock, in each case subject to certain adjustments and certain limitations on conversion.

Issuer Call Provision

At any time after the fifth anniversary of the closing of the Private Placement Issuance, if the last reported sale price of the common stock is greater than 250 % of the Conversion Price (as defined in the Series B Certificates of Designations) as of such time for at least 20 consecutive trading days, we may elect to convert all of the outstanding shares of Series B Preferred Stock into shares of common stock.

Issuer Redemption Provision

After the seventh anniversary of the closing of the Private Placement Issuance, subject to certain conditions, we may, at our option, redeem all of the outstanding shares of Series B Preferred Stock at a redemption price per share of Series B Preferred Stock, payable in cash, equal to the Liquidation Preference (as defined in the Series B Certificates of Designations).

Change of Control Provisions

If we undergo certain change of control transactions, each holder of outstanding shares of Series B Preferred Stock will have the option, subject to the holder’s right to convert all or a portion of the shares of Series B Preferred Stock held by such holder into common stock, to require us to purchase all or a portion of such holder’s outstanding shares of Series B Preferred Stock that have not been converted into common stock at a purchase price per share of Series B Preferred Stock, payable in cash, equal to the greater of (A) the Liquidation Preference of such share of Series B Preferred Stock, and (B) the amount of cash and/or other assets that such holder would have been entitled to receive if such holder had converted such share of Series B Preferred Stock into common stock immediately prior to the change of control transaction (Change of Control Put).

In the event of a change of control in which we are not expected to be the surviving corporation or if the common stock will no longer be listed on a U.S.

national securities exchange, we will have a right to redeem, subject to the holder’s right to convert into common stock prior to such redemption, all of such holder’s shares of Series B Preferred Stock, or if a holder exercises the Change of Control Put in part, the remainder of such holder’s shares of Series B Preferred Stock, at a redemption price per share payable in cash, equal to the greater of (A) the Liquidation Preference of such share of Series B Preferred Stock, and (B) the amount of cash and/or other assets that the holder would have received if such holder had converted such share of Series B Preferred Stock into common stock immediately prior to the change of control transaction.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the Series B Preferred Stock has a liquidation preference equal to the greater of (i) the Liquidation Preference (as defined in the Series B Certificates of Designations, currently $ 3.40 ) and (ii) the amount per share of Series B Preferred Stock that such holder would have received had all holders of Series B Preferred Stock, immediately prior to such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, converted all shares of Series B Preferred Stock into common stock pursuant to the terms of the Series B Certificates of Designations (without regard to any limitations on conversion contained therein).

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.

The NIH Contract has a total value of up to $ 34.0 million upon the achievement of certain conditional milestones.

The NIH Contract was modified in February 2021 to divide the remaining milestones into multiple discrete milestones, and modified again in May 2021 and September 2021 to change the due dates for the remaining milestones.

The amendments did not affect the total contract award amount.

The remaining milestones are due to be completed by the end of 2021.

Proceeds from the NIH Contract are being used primarily for capital expenditures to expand production capacity and, to a lesser extent, to offset related operating expenses.

Proceeds in excess of amounts expected to be spent for capital expenditures and operating expenses are recognized in other non-operating income.

The NIH has the right to terminate the NIH Contract for convenience.

In the event of termination for convenience, we will be paid a percentage of the NIH Contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges.

In the event of termination for cause due to our default, NIH is not liable for supplies or services not accepted.

If we fail to deliver within the time specified in the NIH Contract and the delay is due to Fluidigm’s fault or negligence, we are required to pay liquidated damages in the amount of 33 % of the amount(s) already disbursed to date under the NIH Contract within six months from the date of termination.

We are in compliance with the terms of the NIH Contract and do not currently expect to pay any liquidated damages.

We are working with the NIH to ensure we remain in compliance with the requirements and milestones of the NIH Contract.

The following table summarizes the activity under the NIH Contract through September 30, 2021 (in thousands):

September 30, 2021 December 31, 2020

Total value of milestones reasonably assured $ 32,236 $ 25,436

Cumulative amounts applied against operating expenses ( 3,807 ) ( 1,488 )

Cumulative amounts recognized as other income ( 5,000 ) —

We completed the required milestones in 2021 and received the total NIH Contract value of $ 34.0 million.

Proceeds from the NIH Contract have been 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 that have been and are expected to be incurred are recorded in other non-operating income.

The following table summarizes the activity under the NIH Contract as of March 31, 2022 and December 31, 2021 (in thousands):

March 31, 2022 December 31, 2021

Cash receipts from milestones achieved $ 34,016 $ 34,016

Cumulative amounts applied against operating costs (excluding depreciation) ( 4,526 ) ( 4,522 )

Cumulative amounts applied against depreciation expense for assets placed in service ( 1,510 ) ( 703 )

Cumulative amounts recognized as non-operating income ( 7,140 ) ( 7,140 )

Total deferred grant income $ 20,840 $ 21,651

Short-term deferred grant income $ 4,299 $ 2,912

Long-term deferred grant income 19,130 21,036

Deferred grant income $ 23,429 $ 23,948

Total value of milestones reasonably assured $ 32,236 $ 25,436

Cumulative funding received ( 31,736 ) ( 25,436 )

Grant receivable from NIH Contract $ 500 $ —

Any grant receivable balance from the NIH Contract is included in prepaid expenses and other current assets on the condensed consolidated balance sheet.

Short-term deferred grant income represents amounts expected to be recognized in income over the next twelve months, including estimated depreciation expense.

The long-term deferred grant income includes capital expenditure amounts which will be amortized in later periods.

We expect to incur an aggregate $ 23.0 million of capital expenditures associated with the NIH Contract and have incurred $ 21.6 million of such capital expenditures th rough September 30, 2021.

The majority of this amount is included in construction-in-progress, which is included in property and equipment, net in the condensed consolidated balance sheet as of September 30, 2021 (see Note 7).

Assets placed in service, gross $ 20,425 $ 16,890

Construction-in-progress 937 3,909

Cumulative amounts applied against depreciation expense ( 1,510 ) ( 703 )

Carrying value of property and equipment, net 19,852 20,096

Estimated future capital expenditures 988 1,555

Total deferred grant income $ 20,840 $ 21,651

Deferred grant income, current $ 3,603 $ 3,535

Deferred grant income, non-current 17,237 18,116

Total deferred grant income $ 20,840 $ 21,651

Deferred grant income, current on the condensed consolidated balance sheet represents amounts expected to be offset against depreciation expense over the next twelve months.

Deferred grant income, non-current includes amounts expected to be offset against depreciation expense in later periods.

We expect to spend $ 22.4 million on capital expenditures associated with the NIH Contract.

We have incurred $ 21.4 million of capital expenditures th rough March 31, 2022, of which $ 20.4 million has been placed in service, while the remaining $ 0.9 million is included in construction-in-progress (See Note 8).

We expect to place the remaining equipment in service by the end of the first half of 2022.

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 our 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 ongoing annual payments of $ 0.4 million for sustaining efforts.

We recognized $ 0.1 million and $ 2.4 million of development revenue from this agreement during the three and nine months ended September 30, 2021, respectively.

During the three and nine months ended September 30, 2020, we recognized $ 3.2 million and $ 6.2 million of revenue, respectively.

Cumulatively, we have recognized $ 11.2 million of development revenue associated with the agreement.

Under the Development Agreement, we developed products based on our 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 $ 0.1 million and $ 1.5 million of development revenue from this agreement during the three months ended March 31, 2022 and March 31, 2021, respectively.

Disaggregation of Revenue

The following table presents our revenue disaggregated by geographic region and by source for the three and nine months ended September 30, 2021 and 2020 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

The following table presents our revenue for the three months ended March 31, 2022 and 2021 based upon geographic area and source in thousands:

Three Months Ended March 31,

Geographic Markets:

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Total revenue $ 26,504 $ 32,794

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Instruments $ 7,523 $ 7,708

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Other revenue:

License revenue — — 93 3,163

License and royalty revenue 268 —

Grant revenue — 300

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Total revenue $ 26,504 $ 32,794

Performance Obligations

Unfulfilled Performance Obligations

We reported $ 17.9 million of deferred revenue on our December 31, 2021 consolidated balance sheet.

During the nine months ended September 30, 2021, $ 9.7 million of the opening balance was recognized as revenue and $ 7.1 million of net additional advance payments were received from customers, primarily associated with instrument service contracts.

At September 30, 2021, we reported $ 18.9 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 September 30, 2021 (in thousands):

During the three months ended March 31, 2022, $ 4.1 million of the opening balance was recognized as revenue and $ 4.3 million of net additional advance payments were received from customers, primarily associated with instrument service contracts.

At March 31, 2022, we reported $ 18.1 million of deferred revenue.

Fiscal Year Expected Revenue (1)

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Goodwill and Intangible Assets, net

In connection with our acquisition of DVS Sciences in February 2014, we recognized $ 104.1 million of goodwill and $ 112.0 million of developed technology.

In connection with our acquisition of InstruNor in January 2020, we recognized $ 2.3 million (Euro 2.0 million) of goodwill and $ 5.4 million (Euro 4.9 million) of developed technology.

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 recognized $ 2.2 million (Euro 2.0 million) of goodwill from the InstruNor acquisition and $ 5.4 million (Euro 4.9 million) of developed technology.

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 years.

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If indicators of impairment are identified, a quantitative impairment test is performed.

There have been no indicators of impairment in 2021 during the nine months ended September 30, 2021.

There have been no indicators of impairment during the three months ended March 31, 2022.

Intangible assets also include other patents and licenses, which are included in other non-current assets.

Intangible assets, net, were as follows (in thousands):

September 30, 2021

Intangibl e assets, net, were as follows (in thousands):

March 31, 2022

Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period

5 unchanged sentences

Patents and licenses $ 11,257 $ ( 10,000 ) $ 1,257 7.0 years

Total amortization expense for the three months ended September 30, 2021 and 2020 was $ 3.1 million and $ 3.2 million, respectively.

Total amortization expense for the nine months ended September 30, 2021 and 2020 was $ 9.5 million and $ 9.6 million, respectively.

Based on the carrying value of intangible assets as of September 30, 2021, the amortization expense is expected to be as follows (in thousands):

Total amortization expense for the three months ended March 31, 2022 and 2021 was $ 3.1 million and $ 3.2 million, respectively.

Based on the carrying value of intangible assets as of March 31, 2022, the amortization expense is expected to be as follows (in thousands):

Fiscal Year Developed Technology Amortization Expense Patents and Licenses Amortization Expense Total

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Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

September 30, 2021 December 31, 2020

Cash, cash equivalents and restricted cash consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):

March 31, 2022 December 31, 2021

Cash and cash equivalents $ 29,983 $ 28,451

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 30,999 $ 29,467

Short-term restricted cash of approximately $ 16 thousand 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 condensed consolidated balance sheet as of September 30, 2021 and December 31, 2020.

Inventories, net

Inventories consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

September 30, 2021 December 31, 2020

Inventories, net consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):

March 31, 2022 December 31, 2021

Raw materials $ 12,592 $ 9,345

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Property and Equipment, net

Property and equipment consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

September 30, 2021 December 31, 2020

Property and equipment, net consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):

March 31, 2022 December 31, 2021

Computer equipment and software $ 5,777 $ 5,759

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Accrued Compensation and Related Benefits

Accrued compensation and related benefits consisted of the following as of September 30, 2021 and December 31, 2020 (in thousands):

September 30, 2021 December 31, 2020

Accrued compensation and related benefits, which is included in current liabilities on the condensed consolidated balance sheet consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):

March 31, 2022 December 31, 2021

Accrued incentive compensation $ 1,779 $ 14

1 unchanged sentence

Accrued payroll taxes and other 1,547 1,492

Accrued severance and retention bonuses 901 26

Accrued compensation and related benefits $ 7,964 $ 4,920

Long-term accrued s everance and retention bonuses of approximately $ 0.6 million and $ 0.1 million are included in non-current other liabilities on our condensed consolidated balance sheet as of March 31, 2022 and December 31, 2021, respectively.

Accrued warranty is included in other current liabilities on our condensed consolidated balance sheet.

Activity for our warranty accrual for the nine months ended September 30, 2021 and 2020 is summarized below (in thousands):

Nine Months Ended September 30,

Activity for our warranty accrual for the three months ended March 31, 2022 and 2021 is summarized below (in thousands):

Three Months Ended March 31,

Beginning balance $ 1,170 $ 1,663

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Ending balance $ 1,212 $ 1,277

Convertible Notes and Credit Facility

See Note 3 for a discussion of the $ 35.7 million Bridge Loans outstanding as of March 31, 2022 as part of the Private Placement Issuance.

2014 Senior Convertible Notes (2014 Notes) and 2019 Senior Convertible Notes (2019 Notes)

The carrying values of the components of the 2014 Notes and 2019 Notes are as follows (in thousands):

March 31, 2022 December 31, 2021

2.75 % 2014 Notes due 2034

Principal amount $ 578 $ 578

Unamortized debt discount ( 8 ) ( 8 )

Unamortized debt issuance cost ( 2 ) ( 2 )

Net carrying value of 2014 Notes

5.25 % 2019 Notes due 2024

Principal amount $ 55,000 $ 55,000

Unamortized debt issuance cost ( 1,297 ) ( 1,408 )

Net carrying value of 2019 Notes $ 53,703 $ 53,592

Net carrying value of all Notes $ 54,271 $ 54,160

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 3.0 %.

In February 2014, we closed an underwritten public offering of 2014 Notes.

In 2019, the outstanding 2014 Notes were largely refinanced with the 2019 Notes, discussed below.

The effective interest rate on the 2014 Notes, reflecting the impact of debt discounts and issuance costs, is approximately 3 %.

The 2014 Notes will mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the 2014 Notes.

Repurchase provisions for the 2014 Notes permit the holders of the 2014 Notes to 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.

On February 6, 2021, holders of $ 0.5 million of the 2014 Notes required us to repurchase their notes in accordance with this provision.

We recorded a loss of $ 9 thousand on the extinguishment of these notes, which is included in other income (expense), net in our condensed consolidated statement of operations.

We have retired the majority of the 2014 Notes through the issuance of the 2018 Notes and 2019 Notes, as discussed below, as well as the February 2021 redemption.

As of September 30, 2021, there is $ 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 the aggregate principal amount of the 2014 Notes outstanding.

The 2018 Notes accrued interest at a rate of 2.75 % payable semi-annually.

The 2018 Notes were set 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 2018 Notes were retired.

Holders may require us to repurchase all or a portion of their 2014 Notes on each of 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 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 March 31, 2022, there was $ 0.6 million aggregate principal of the 2014 Notes outstanding.

2019 Senior Convertible Notes (2019 Notes)

In November 2019, we issued $ 55.0 million aggregate principal amount of 2019 Notes.

Net proceeds of the offering of the 2019 Notes issuance were $ 52.7 million, after deductions for commissions and other debt issuance costs of approximately $ 2.3 million.

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, leaving $ 1.1 million of aggregate principal value of 2014 Notes then outstanding.

The 2019 Notes bear interest at 5.25 % per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2020.

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 2019 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 initial conversion rate of the 2019 Notes is 344.8276 shares of our 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.

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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.

On or after December 1, 2021 to December 1, 2022, if the price of our common stock has equaled or exceeded 150 % of the Conversion Price (as defined in the indenture) 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 common stock of the Company, determined in accordance with the terms of the indenture.

On or after December 1, 2022, if the price of our 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 common stock 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 being amortized over the expected term of the 2019 Notes using the effective interest method through the maturity date of December 1, 2024.

The effective interest rate on the 2019 Notes is 6.2 %.

The carrying values of the components of the 2014 Notes and the 2019 Notes are as follows (in thousands):

September 30, 2021 December 31, 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

The effective rate on the 2019 Notes is 6.2 %.

Revolving Credit Facility and Term Loan, net

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):

March 31, 2022 December 31, 2021

Principal amount $ 10,000 $ 10,000

End of term fee accretion 133 79

Unamortized debt issuance cost ( 27 ) ( 30 )

Net carrying value of 2019 Notes $ 53,483 $ 53,165

Net carrying value of all Notes $ 54,051 $ 54,224

Revolving Credit Facility and Term Loan Facility

Net carrying value of term loan $ 10,106 $ 10,049

Revolving Credit Facility

Carrying value of advances under credit agreement $ — $ 6,838

In August 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.

Subject to the level of this Borrowing Base, we may make and repay borrowings from time to time until the maturity of 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 date 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 date 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 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 of our 2019 Notes has not been extended beyond January 1, 2026 by June 1, 2024, then the maturity date 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 advance is due and payable monthly and the principal balance is due at maturity, though loans can be prepaid at any time without penalty.

Interest on any outstanding amounts 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 the Revolving Credit Facility include an annual commitment fee of $ 112,500 and a quarterly unused line fee based on the Borrowing Base.

Total availability under the Revolving Credit Facility as of September 30, 2021 was $ 10.3 million.

There were no borrowings outstanding under the Revolving Credit Facility at September 30, 2021.

As of September 30, 2021, the balance outstanding on the Term Loan Facility was $ 10.0 million.

Total availability under the Revolving Credit Facility as of March 31, 2022 was $ 8.4 million.

There were no borrowings outstanding under the Revolving Credit Facility at March 31, 2022.

As of March 31, 2022, the Term Loan Facility was fully drawn.

The interest rate on the Term Loan Facility is the greater of 4.0 % or a floating per annum rate equal to three quarters of one percentage point ( 0.75 %) above the prime rate.

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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 monthly 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 is 6.3 % as of September 30, 2021.

The carrying value of our term loan is as follows (in thousands):

September 30, 2021 December 31, 2020

Principal amount $ 10,000 $ —

End of term fee accretion 26 —

Unamortized debt issuance cost ( 33 ) —

Net carrying value of term loan $ 9,993 $ —

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 March 31, 2022.

We have operating leases for buildings, equipment and vehicles.

Existing leases have remaining terms of less than one year to ten years .

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 September 30, 2021 and December 31, 2020 (in thousands, except for discount rate and lease term):

September 30, 2021 December 31, 2020

Supplemental balance sheet information related to leases was as follows as of March 31, 2022 and December 31, 2021 (in thousands, except for discount rate and lease term):

March 31, 2022 December 31, 2021

Operating lease right-of-use buildings $ 43,595 $ 43,457

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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):

September 30, 2021

March 31, 2022

Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Cash- Restricted

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Total cash, cash equivalents and restricted cash $ 29,467 $ — $ — $ 29,467 $ 28,451 $ 1,016

Cash and cash equivalents are Level 1 measurements.

There were no transfers between Level I and Level II measurements, and no changes in the valuation techniques used during the nine months ended September 30, 2021.

Convertible Notes and Term Loan Facility

Our convertible notes are not regularly traded and it is difficult to estimate a reliable and accurate market price for these securities.

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 three months ended March 31, 2022.

We record our Bridge Loans and forward contracts on our Series B Preferred Equity Financing at their fair market values.

See Note 3 for a discussion of these transactions and the determination of their fair market value.

Our convertible notes, Bridge Loans, and forward sales contracts are not regularly traded and it is difficult to estimate a reliable and accurate market price for these securities.

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.

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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 convertible notes and term loan as of September 30, 2021 and December 31, 2020, respectively (in thousands):

September 30, 2021 December 31, 2020

The following table summarizes the par value, carrying value and the estimated fair value of our debt as of March 31, 2022 and December 31, 2021, respectively (in thousands):

March 31, 2022 December 31, 2021

Par Value Carrying Value Fair Value Par Value Carrying Value Fair Value

Bridge Loans $ 25,000 $ 35,655 $ 35,655 $ — $ — $ —

Convertible Notes:

2014 Notes $ 578 $ 568 $ 601 $ 578 $ 568 $ 601

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Total Notes $ 55,578 $ 54,271 $ 75,599 $ 55,578 $ 54,160 $ 82,481

Term loan $ 10,000 $ 9,993 $ 10,037 $ — $ — $ —

Term loan, net $ 10,000 $ 10,106 $ 9,796 $ 10,000 $ 10,049 $ 10,113

Advances under revolving credit agreement $ — $ — $ — $ 6,838 $ 6,838 $ 6,838

Total debt $ 90,578 $ 100,032 $ 121,050 $ 72,416 $ 71,047 $ 99,432

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 $ 50,000,000 , 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.

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.

The purchase price was approximately $ 7.2 million, consisting of $ 5.2 million in cash and 485,451 shares of our common stock.

No measurement period adjustments were made after January 2020 and the purchase price allocation has been finalized.

Common Shares Reserved

At September 30, 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 Number Of Remaining Securities Available For Future Issuance

As of March 31, 2022, 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 1,376 7,259 3,561

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1,541 7,316 6,194

The number of shares available for future issuance reflects performance share units at the maximum number of shares that could be issued under these awards.

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.

Stock-Based Plans

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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 either 25 % on the first anniversary of the grant date and ratably each quarter over the remaining 12 quarters, or ratably each quarter over 16 quarters, subject to the employees’ continued employment.

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.

In the first quarter of 2022, we granted 0.8 million of retention RSUs which vest within one year .

Incentive stock options and non-statutory stock options granted under our 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.

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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.

In May 2020, our board of directors authorized, and in June 2020, our stockholders approved, an increase of 1.4 million 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 shares reserved for issuance under the 2011 Plan.

Activity under the various plans was as follows:

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Balance at December 31, 2021 5,141 $ 5.18

RSUs granted 3,171 $ 5.26

RSUs released ( 1,923 ) $ 4.96

RSUs forfeited ( 724 ) $ 4.59

Balance as of September 30, 2021 5,386 $ 5.20

As of September 30, 2021, the unrecognized compensation costs related to outstanding unvested RSUs under our equity incentive plans were $ 25.3 million.

RSU granted 808 $ 3.62

RSU released ( 302 ) $ 5.40

RSU forfeited ( 70 ) $ 5.30

Balance at March 31, 2022 5,577 $ 4.94

As of March 31, 2022, the unrecognized compensation costs related to outstanding unvested RSUs under our equity incentive plans were $ 21.8 million.

We expect to recognize those costs over a weighted average period of 2.2 years.

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Options forfeited ( 47 ) $ 14.84 $ —

Balance as of September 30, 2021 1,610 $ 7.13 5.8 $ 1,473

Vested at September 30, 2021 1,459 $ 7.23 5.6 $ 1,374

Unvested awards at September 30, 2021 151 $ 6.19 8.1 $ 99

(1) Aggregate intrinsic value as of September 30, 2021 was calculated as the difference between the closing price per share of our common stock on the last trading day of September 30, 2021, which was $ 6.59 , and the exercise price of the options, multiplied by the number of in-the-money options.

As of September 30, 2021, the unrecognized compensation costs related to outstanding unvested options under our equity incentive plans were $ 0.5 million.

Balance as of March 31, 2022 1,542 $ 6.87 5.6 $ 35

Vested at March 31, 2022 1,469 $ 6.89 5.4 $ 35

Unvested awards at March 31, 2022 73 $ 6.34 8.4 $ —

(1) Aggregate intrinsic value as of March 31, 2022 was calculated as the difference between the closing price per share of our common stock on the last trading day of March 31, 2022, which was $ 3.59 , and the exercise price of the options, multiplied by the number of in-the-money options.

As of March 31, 2022, the unrecognized compensation costs related to outstanding unvested options under our equity incentive plans were $ 0.1 million.

We expect to recognize those costs over a weighted average period of 0.5 years.

Performance-based Awards:

Performance Stock Units with Market Conditions

Performance Stock Units with Market Condition

We have granted PSU awards to certain executive officers and senior level employees.

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The percentage of PSUs 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.

Under FASB ASC Topic 718, the provisions of the PSU awards related to TSR are considered a market condition, and the effects of that market condition are reflected in the grant date fair value of the awards.

We used a Monte Carlo simulation pricing model to incorporate the market condition effects at our grant date.

Based on the performance of our stock relative to our defined group of peer companies for the period 2018-2020, PSUs awarded in 2018 vested in 2021 at a rate of 118.6 % of target.

The performance adjustment in the table below reflects the impact of the above target performance.

Based on the performance of our stock relative to our defined group of peer companies, none of the PSUs awarded in 2019 for the 2019-2021 measurement period were vested.

The performance adjustment in the table below reflects that no shares were issued upon vesting of the 2019 PSU awards.

Activity under the TSR-based PSUs is as follows:

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PSU forfeited — $ —

Balance at September 30, 2021 1,210 $ 9.80

As of September 30, 2021, the unrecognized compensation costs related to these awards were $ 4.9 million.

Balance at March 31, 2022 869 $ 7.00

As of March 31, 2022, the unrecognized compensation costs related to these awards were $ 3.2 million.

We expect to recognize those costs over a weighted average period of 1.6 years.

Performance Stock Units with Performance Conditions

During 2019, we also granted performance stock units to a certain employee.

The number of performance stock units that ultimately vest under these awards is dependent on achieving certain discrete operational milestones, the latest of which is December 31, 2021.

As of September 30, 2021, there were approximately 29 thousand units of these awards outstanding with a weighted-average grant date fair value of $ 6.46 per unit.

During 2019, we granted performance stock units to an employee.

The number of performance stock units that ultimately vested under these awards was dependent on the employee achieving certain discrete operational milestones, the last of which was measured at December 31, 2021.

In early 2022, it was determined that the operational milestones were not met and the 29 thousand awards that were outstanding on December 31, 2021 were cancelled.

2017 Employee Stock Purchase Plan (ESPP)

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Total stock-based compensation expense recognized was as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Restricted stock units, stock options and performance share units $ 3,942 $ 3,473

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Our quarterly provision for income taxes also includes discrete items, such as changes in valuation allowances or adjustments upon finalization of tax returns as well as infrequently occurring items, if any, such as the effects of changes in tax laws or rates, in the interim period in which they occur.

We recorded a tax benefit of $ 1.4 million and $ 0.2 million for the three months ended September 30, 2021 and 2020, respectively.

Higher losses in our foreign operations in the quarter ended September 30, 2021 compared to the quarter ended September 30, 2020 resulted in higher tax benefit for our foreign operations for the three months ended September 30, 2021 compared to the prior year period.

For the nine months ended September 30, 2021 and 2020, we recorded a tax benefit of $ 3.6 million and $ 2.1 million, respectively.

The increased tax benefit for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 was primarily attributable to discrete items, and to a lesser extent, higher losses and the corresponding tax benefit in certain parts of our foreign operations.

We recorded a tax benefit of $ 0.6 million and $ 1.7 million for the three months ended March 31, 2022 and 2021, respectively.

Lower losses in our foreign operations in the quarter ended March 31, 2022 compared to the quarter ended March 31, 2021 resulted in a lower tax benefit for our foreign operations for the three months ended March 31, 2022 compared to the prior year period.

Our tax benefit for the periods presented in this report differs from the 21% U.S.

Federal statutory rate principally because we maintain a valuation allowance for our domestic deferred tax assets, which primarily consist of net-operating loss carryforwards.

Our tax positions are subject to audits by multiple tax jurisdictions.

We believe that we have provided adequate reserves for uncertain tax positions for all tax years still open for assessment.

For the nine months ended September 30, 2021 and 2020, respectively, we did not recognize any material interest or penalties related to uncertain tax positions.

Other accrued liabilities on our condensed consolidated balance sheet as of September 30, 2021 includes $ 0.8 million of tax reserves 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.

Recording deferred tax assets is appropriate when realization of these assets is more likely than not.

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The timing of recording a valuation allowance or the reversal of such valuation allowance is subject to objective and subjective factors that cannot be readily predicted in advance.

Our tax positions are subject to audits by multiple tax jurisdictions.

We believe that we have provided adequate reserves for uncertain tax positions for all tax years still open for assessment.

For the three months ended March 31, 2022 and 2021, respectively, we did not recognize any material interest or penalties related to uncertain tax positions.

Information About Geographic Areas

We operate in one reporting segment that develops, manufacturers and commercializes tools for life sciences research.

We operate in one reporting segment that develops, manufactures and commercializes tools for life science research.

Our chief executive officer manages our operations and evaluates our financial performance on a consolidated basis.

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Most of our principal operations, other than manufacturing, and our decision-making functions are located at our corporate headquarters in the United States.

A summary table of our revenue disaggregated by geographic area and by source for the three and nine months ended September 30, 2021 and 2020 is included in Note 5 to the condensed consolidated financial statements.

Revenue from customers in the United States represented $ 12.0 million, or 42 % of total revenues, and $ 23.3 million, or 58 % of total revenues, for the three months ended September 30, 2021 and 2020, respectively.

For the nine months ended September 30, 2021 and 2020, revenue from domestic customers totaled $ 45.6 million, or 49 % of total revenues, and $ 50.7 million, or 54 % of total revenues, respectively.

Revenues from customers in China represented $ 3.2 million, or 11 % of total revenues, and $ 3.7 million, or 9 % of total revenues, for the three months ended September 30, 2021 and 2020, respectively.

For the nine months ended September 30, 2021 and 2020, revenues from customers in China were less than 10% of total revenues.

With the exception of China, no foreign country had revenue in excess of 10% of total revenues during any of the pe riods presented in this report.

A summary table of our revenue by geographic areas of our customers and by product and services for the three months ended March 31, 2022 and 2021 is included in Note 6 to the condensed consolidated financial statements.

Revenue from customers in the United States represented $ 11.8 million, or 45 % of total revenues, and $ 18.1 million, or 55 % of total revenues, for the three months ended March 31, 2022 and 2021, respectively.

Revenue from customers in China represented $ 2.8 million, or 11 % of total revenues, and $ 3.0 million, or 9 % of total revenues, for the three months ended March 31, 2022 and 2021, respectively.

With the exception of China for the three months ended March 31, 2022, no foreign country had revenue in excess of 10% of total revenues during any of the periods presented in this report.

Commitments and Contingencies

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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.

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.

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.

In September 2020, a putative class action complaint alleging violations of the federal securities laws was filed against the Company (also naming our now-former Chief Executive Officer and our Chief Financial Officer as defendants) in the U.S.

District Court for the Northern District of California (Reena Saintjermain, et al.

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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.

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.

On March 15, 2022, plaintiff filed a Notice of Appeal to the U.S.

Court of Appeals for the Ninth Circuit.

We believe the claims alleged in the complaint lack merit and we intend to defend this action vigorously.

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As additional information becomes available, we continue to reassess the potential liability related to pending claims and litigation and may revise estimates.

Subsequent Event

On April 1, 2022, our stockholders approved the Charter Amendment Proposal and Private Placement Issuance Proposal discussed in Note 3.

The Private Placement Issuance closed on April 4, 2022.

On April 4, 2022, we received $ 225 million, before expenses, and issued 225,000 shares of Series B Preferred Stock pursuant to the Purchase Agreements.

The Bridge Loans converted into 30,559 shares of Series B Preferred Stock based on a Conversion Amount, as described in Note 3, of $ 25.5 million.

Following stockholder approval of the Charter Amendment Proposal and the Private Placement Issuance Proposal, our name was changed to Standard BioTools Inc.

Shortly after the closing of the Private Placement Issuance, we also changed the ticker symbol for our common stock to LAB.

Upon the closing of the Private Placement Issuance, Dr.

Michael Egholm was appointed as the Company’s President and Chief Executive Officer and as a member of the Board of Directors.

In connection with the closing, we adopted the 2022 Inducement Equity Incentive Plan with an initial reserve of approximately 9.5 million shares.

Effective April 4, 2022, we awarded options for 8.1 million shares of our common stock at an exercise price of $ 3.99 per share and 1.4 million restricted stock units to members of our management team, including Dr.

Egholm under the 2022 Inducement Equity Incentive Plan.

These awards vest over four years .

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

What changed 10-Q

Item 1. Financial Statements