What changed in this filing

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Item 1. Financial Statements

2022-08-09 compared with 2022-05-09 · 247 added, 205 removed, 528 unchanged (46% of the section changed)

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(In thousands)

March 31, December 31,

June 30, December 31,

Current assets:

Cash and cash equivalents $ 74,361 $ 28,451

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

Short-term investments 136,850 —

Accounts receivable (net of allowances of $ 545 and $ 356 at June 30, 2022 and December 31, 2021, respectively)

10,937 18,320

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Total assets $ 441,122 $ 275,214

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:

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Total current liabilities 42,770 49,568

Bridge loans 35,655 —

Convertible notes, net 54,384 54,160

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Deferred grant income, non-current 16,263 18,116

Obligation for Series B Preferred Stock 37,792 —

Other non-current liabilities 1,297 882

Total liabilities 167,323 180,618

Commitments and contingencies

Stockholders’ equity:

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

Commitments and contingencies (Note 15)

Redeemable preferred stock:

$ 0.001 par value;

256 and — shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively;

aggregate liquidation preference of $ 255,559 and $ — as of June 30, 2022 and December 31, 2021, respectively

Stockholders’ equity (deficit):

Preferred stock:

$ 0.001 par value, 9,744 and 10,000 shares authorized at June 30, 2022 and December 31, 2021, respectively;

no shares issued and outstanding at either June 30, 2022 or December 31, 2021

Common stock:

$ 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

$ 0.001 par value, 400,000 and 200,000 shares authorized at June 30, 2022 and December 31, 2021, respectively;

78,654 and 76,919 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital 840,545 831,424

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Accumulated deficit ( 875,825 ) ( 735,998 )

Total stockholders’ equity 22,113 94,596

Total liabilities and stockholders’ equity $ 271,938 $ 275,214

Total stockholders’ equity (deficit) ( 37,454 ) 94,596

Total liabilities, mezzanine equity and stockholders’ equity (deficit) $ 441,122 $ 275,214

See accompanying notes

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(In thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Product revenue $ 12,219 $ 22,627 $ 32,223 $ 47,355

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Loss on forward sale of Series B Preferred Stock ( 22,289 ) — ( 60,081 ) —

Unrealized loss on bridge loans ( 10,655 ) —

Loss on bridge loans ( 3,064 ) — ( 13,719 ) —

Other income (expense), net ( 174 ) 504 ( 56 ) 219

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(In thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Net loss $ ( 63,539 ) $ ( 17,143 ) $ ( 139,827 ) $ ( 35,964 )

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Foreign currency translation adjustment ( 485 ) 47 ( 635 ) ( 396 )

Net change in unrealized gain (loss) on investments ( 711 ) — ( 711 ) —

Other comprehensive income (loss), net of tax ( 1,196 ) 47 ( 1,346 ) ( 396 )

Comprehensive loss $ ( 64,735 ) $ ( 17,096 ) $ ( 141,173 ) $ ( 36,360 )

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(formerly known as FLUIDIGM CORPORATION)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

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Stockholders’

Equity (Deficit)

Shares Amount

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Issuance of restricted stock, net of shares withheld for taxes, and other 278 — ( 89 ) — — ( 89 )

Issuance of common stock from option exercises 2 — 2 — — 2

Stock-based compensation expense — — 4,042 — — 4,042

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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 1,119 1 ( 89 ) — — ( 88 )

Issuance of common stock under ESPP 309 1 496 — — 497

Issuance of common stock from option exercises 27 — 96 — — 96

Stock-based compensation expense — — 4,663 — — 4,663

Net loss — — — — ( 63,539 ) ( 63,539 )

Other comprehensive loss, net of tax — — — ( 1,196 ) — ( 1,196 )

Balance as of June 30, 2022 78,654 $ 79 $ 840,545 $ ( 2,253 ) $ ( 875,825 ) $ ( 37,454 )

Common Stock Additional

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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 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

See accompanying notes

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(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

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Loss on forward sale of Series B Preferred Stock 60,081 —

Unrealized loss on bridge loans 10,655 —

Loss on bridge loans 13,719 —

Stock-based compensation expense 8,705 7,418

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Provision for excess and obsolete inventory 4,597 1,248

Impairment of intangible 3,526 —

Amortization of debt discounts, premiums and issuance costs 423 211

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Investing activities

Purchases of investments ( 137,302 ) —

Proceeds from NIH Contract — 2,000

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Proceeds from bridge loans 25,000 —

Proceeds from issuance of Series B Preferred Stock 225,000 —

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

Repayment of long-term debt — ( 501 )

Payment of equity issuance costs ( 12,547 ) —

Proceeds from exercise of stock options 98 209

Proceeds from stock issuance of ESPP 497 685

Payments for taxes related to net share settlement of equity awards and other ( 177 ) ( 1,552 )

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Cash paid for income taxes, net of refunds $ 638 $ 1,418

Non-cash right-of-use assets and lease liabilities $ ( 133 ) $ —

Asset retirement obligations $ 717 $ 703

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2022

June 30, 2022

Description of Business

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, the Company, we, our or us) 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.

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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.

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

in April 2022, in connection with the completion of the Private Placement Issuance discussed in Note 3.

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

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.

As of June 30, 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.

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dollar as its functional currency.

All intercompany transactions and balances have been eliminated in consolidation.

All intercompany transactions and balances have been eliminated upon 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.

We subsequently closed the $ 225 million Series B Preferred Equity Financing, as defined in Note 3.

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

See Note 3 for further discussion.

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

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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 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 condensed consolidated results of operations for the three and six months ended June 30, 2022 is 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.

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The preparation of financial statements in accordance with U.S.

GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.

We base our estimates on historical experience and on various other assumptions believed to be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities.

GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.

We base these estimates on historical experience, the current economic environment and on various other assumptions believed to

be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities.

The full extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on numerous evolving factors including, but not limited to, the magnitude and duration of the pandemic, the extent to which it will impact worldwide macroeconomic conditions, including the speed of recovery, and governmental and business reactions to the pandemic.

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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.

We also use significant judgment in determining the fair value of financial instruments, including debt and equity instruments.

Foreign Currency

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Total comprehensive loss for all periods presented has been disclosed in the condensed consolidated statements of comprehensive loss.

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

The components of accumulated other comprehensive loss, net of tax, for the three and six months ended June 30, 2022 are as follows (in thousands):

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

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

Other comprehensive income (loss) ( 485 ) ( 711 ) ( 1,196 )

Ending balance at June 30, 2022 $ ( 1,542 ) $ ( 711 ) $ ( 2,253 )

Net Loss per Share

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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):

Three Months Ended March 31,

Six Months Ended June 30,

Stock options, restricted stock units and performance awards 14,955 7,944

Bridge Loans 8,979 —

Series B Convertible Preferred Stock Purchase Agreements 66,176 —

Series B Preferred Stock 75,164 —

2019 Convertible Notes 18,966 18,966

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Total 113,836 27,729

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.

Potentially dilutive securities in the above table include the impact of the Series B Preferred Stock defined in Note 3.

See Note 3 for further discussion.

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The new guidance is effective for fiscal years beginning after December 15, 2021.

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.

We adopted ASU 2020-06 effective January 1, 2022.

The adoption of ASU 2020-06 did not have an impact on our 2014 and 2019 Convertible Notes.

In November 2021, the FASB issued ASU 2021-10 Government Assistance (Topic 832):

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(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.

We adopted ASU 2021-10 effective January 1, 2022.

The adoption of ASU 2021-10 did not have a material impact on our financial statements.

Recent Accounting Pronouncements

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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).

(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.

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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.

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 our Eighth Amended and Restated Certificate of Incorporation (the Charter) to, among other things, increase the number of shares of common stock, par value $ 0.001 per share, 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);

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The Private Placement Issuance closed on April 4, 2022.

Upon closing, 225,000 shares of Series B Preferred Stock were issued in accordance with the Purchase Agreements and the Bridge Loans converted into 30,559 shares of Series B Preferred Stock, for a total of 255,559 shares of Series B Preferred Stock.

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.

Series B Redeemable Preferred Stock

Preferred stock is classified as debt, equity or mezzanine equity based on its redemption features.

Preferred stock with redemption features outside of the control of the issuer, such as contingent redemption features, is classified as mezzanine equity.

We recorded the Series B Preferred Stock as mezzanine equity at its fair value upon issuance, net of any issuance costs, on the condensed consolidated balance sheet as of June 30, 2022 because it had features, such as change of control and liquidation preference, which are outside of the issuer’s control.

Subsequent adjustment of the amount presented within mezzanine equity to its redemption amount is unnecessary as it is not probable that the instrument will become redeemable.

Upon closing, the value of the Bridge Loans and the Purchase Agreements, discussed in detail below, were reclassified and included in the carrying value of the Series B Redeemable Preferred Stock.

The carrying value of the Series B Redeemable Preferred Stock as of April 4, 2022 was $ 311.3 million and was unchanged as of June 30, 2022.

The components of the carrying value of the Series B Redeemable Preferred Stock are as follows (in thousands):

June 30, 2022

Proceeds from Purchase Agreements $ 225,000

Proceeds from Bridge Loans 25,000

Loss on Forward Purchase Agreements 60,081

Loss on Bridge Loans 13,719

Less equity issuance costs ( 12,547 )

Total Series B Redeemable Preferred Stock $ 311,253

The Series B Preferred Stock Certificates of Designations contain several conversion rights, redemption features and other key provisions described below.

Holder Voluntary Conversion Rights

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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).

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, were accounted for as forward sales contracts at fair value in accordance with ASC 480 Distinguishing Liabilities from Equities because the Series B Preferred Stock included certain contingent redemption features which created an obligation for the Company to repurchase its shares.

The fair value of the Series B Preferred Stock payable portion of the forward sales contracts was determined using a Monte Carlo Simulation (MCS).

The MCS analysis used a random-walk process to simulate the value of our common stock and the resulting impact on the value of our Series B Preferred Stock, given the convertibility of the Series B Preferred Stock into cash or our common stock under several scenarios, as well as various provisions discussed above.

The fair value of the 225,000 shares of Series B Preferred Stock was determined to be $ 262.8 million as of March 31, 2022 and $ 285.1 million as of April 4, 2022.

The $ 22.3 million increase in the fair value of the Series B Preferred Stock from March 31, 2022 to April 4, 2022 is included in the loss on forward sale of Series B Preferred Stock on the condensed consolidated statement of operations for the three months ended June 30, 2022.

The loss is primarily due to the increase in our common share price from $ 3.59 per share on March 31, 2022 to $ 3.99 per share on April 4, 2022.

The $ 60.1 million loss on

forward sales of Series B Preferred Stock for the six months ended June 30, 2022 reflected the increase in the share price of our common stock from $ 2.84 at the inception of the contracts to $ 3.99 per share value as of April 4, 2022 and the value of the various conversion rights and key provisions discussed above.

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 closing of the Private Placement Issuance, in accordance with the terms of the Bridge Loan Agreements.

If the Series B Preferred Stock had not been approved for issuance by our stockholders, or the Purcha se 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.

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

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, discussed above, based on the underlying Series B Preferred Stock into which the Bridge Loans were convertible.

The change in fair value of the Bridge Loans from inception to conversion on April 4, 2022 is included as a non-operating loss on Bridge Loans in the condensed consolidated statement of operations.

The loss on Bridge Loans was $ 3.1 million for the three months ended June 30, 2022 and $ 13.7 million for the six months ended June 30, 2022.

The losses were attributable to the increases in our share price from the prior quarter end and from inception of the Bridge Loans to the April 4, 2022 closing date, respectively.

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

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.

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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

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 on the condensed consolidated statement of operations.

The following table summarizes the activity under the NIH Contract as of June 30, 2022 and December 31, 2021 (in thousands):

June 30, 2022 December 31, 2021

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

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Construction-in-progress 1,044 3,909

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

Cumulative amounts applied against depreciation expense for assets placed in service ( 2,358 ) ( 703 )

Carrying value of property and equipment, net 19,462 20,096

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Total deferred grant income $ 19,992 $ 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, 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.

Deferred grant income, current on our condensed consolidated balance sheet represents the 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 future later periods.

We expect to s pend $ 22.4 million on cap ital expenditures associated with the NIH Contract.

As of June 30, 2022, we have placed $ 20.8 million of assets in service and expect to place the remaining assets in service by the end of 2022.

Disaggregation of Revenue

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,

The following table presents our revenue based upon the geographic location of our customers’ facilities a nd by source for the three and six months ended June 30, 2022 and 2021 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Geographic Markets

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Total revenue $ 18,777 $ 31,018 $ 45,281 $ 63,812

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Instruments $ 2,661 $ 10,179 $ 10,184 $ 17,887

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

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.

The following table summarizes the expected timing of revenue recognition for unfulfilled performance obligations associated with instrument service contracts that were partially completed as of March 31, 2022 (in thousands):

During the six months ended June 30, 2022, $ 7.1 million of the opening balance was recognized as revenue and $ 5.7 million of net additional advance payments were received from customers, primarily associated with instrument service contracts.

At June 30, 2022, we reported $ 16.5 million of deferred revenue.

We expect to recognize revenue from unfulfilled performance obligations associated with service contracts that were partially completed on June 30, 2022 in the following periods (in thousands):

Fiscal Year Expected Revenue (1)

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We apply the practical expedient that permits us not to disclose information about unsatisfied performance obligations for service contracts with an expected term of one year or less.

Customer Concentration

We had an outstanding trade accounts receivable of $ 1.1 million from one customer which represented more than 10% of our total accounts receivable, net as of June 30, 2022 .

No customer had an outstanding trade accounts receivable balance that represented more than 10% of total accounts receivable, net as of December 31, 2021 .

Goodwill and Intangible Assets, net

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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.

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.

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

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

Due to the significant decline in our share price since the prior quarter end, we performed an analysis of our goodwill as of June 30, 2022 and concluded that no impairment charge was necessary.

In June 2022, the decision was made to discontinue further development on the pro duct lines supported by the InstruNor developed technology.

As there are no future cash flows attributable to this asset group, an impairment charge of $ 3.5 million was recognized, representing the remaining carrying value of the intangible asset.

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

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

March 31, 2022

Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period

June 30, 2022

Gross Amount Accumulated Amortization and Impairment Net Weighted-Average Amortization Period

Developed technology $ 117,070 $ ( 98,870 ) $ 18,200 10.0 years

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

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):

Total amortization expense was $ 3.2 million for both the three months ended June 30, 2022 and 2021.

Total amortization expense for the six months ended June 30, 2022 and 2021 was $ 6.3 million and $ 6.4 million, respectively.

The $ 3.5 million impairment charge on InstruNor’s developed technology intangible asset was recorded in research and development expense and is reflected in accumulated amortization in the above table.

Based on the carrying value of intangible assets as of June 30, 2022, our estimated future amortization expense is as follows (in thousands):

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

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2024 1,400 7 1,407

2025 674 — 674

2026 674 — 674

Thereafter 674 — 674

Total $ 18,200 $ 917 $ 19,117

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Cash, Cash Equivalents and Restricted Cash

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, cash equivalents and restricted cash consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands):

June 30, 2022 December 31, 2021

Cash and cash equivalents $ 74,361 $ 28,451

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Total cash, cash equivalents and restricted cash $ 75,377 $ 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 March 31, 2022 and December 31, 2021.

Inventories, net

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

March 31, 2022 December 31, 2021

Inventories, net consisted of the follo wing as of June 30, 2022 and December 31, 2021 (in thousands):

June 30, 2022 December 31, 2021

Raw materials $ 12,353 $ 9,345

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Property and Equipment, net

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

Property and equipment, net consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands):

June 30, 2022 December 31, 2021

Laboratory and manufacturing equipment 33,621 30,260

Leasehold improvements 12,332 12,095

Computer equipment and software 5,876 5,759

Office furniture and fixtures 2,034 2,074

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Property and equipment, net $ 27,275 $ 28,034

The majority of the amounts included in construction-in-progress are related to the NIH Contract (see Note 4).

Accrued Compensation and Related Benefits

Accrued compensation and related benefits, 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 compensation and related benefits, which are included in current liabilities on the condensed consolidated balance sheet consisted of the following as of June 30, 2022 and December 31, 2021 (in thousands):

June 30, 2022 December 31, 2021

Accrued incentive compensation $ 264 $ 14

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Accrued payroll taxes and other 1,266 1,411

Accrued severance and retention bonuses 901 26

Accrued severance and retention payments 3,363 107

Accrued compensation and related benefits $ 8,576 $ 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 three months ended March 31, 2022 and 2021 is summarized below (in thousands):

Three Months Ended March 31,

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

Activity for our warranty accrual for the six months ended June 30, 2022 and 2021 is summarized below (in thousands):

Six Months Ended June 30,

Beginning balance $ 1,170 $ 1,663

Accrual (release) for current period warranties 306 ( 150 )

Accrual for current period warranties 566 220

Warranty costs incurred ( 590 ) ( 522 )

Ending balance $ 1,146 $ 1,361

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

June 30, 2022 December 31, 2021

2.75 % 2014 Notes due 2034

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As provided by the indenture governing the 2014 Notes, in February 2021, holders of $ 0.5 million of the 2014 Notes required us to repurchase their notes at 100 % of the principal amount plus accrued and unpaid interest.

We recorded a loss of $ 9 thousand on the extinguishment of those notes, representing the difference between the price paid to extinguish the 2014 Notes and their carrying value, including unamortized debt issuance costs.

As of March 31, 2022, there was $ 0.6 million aggregate principal of the 2014 Notes outstanding.

As of June 30, 2022, there was $ 0.6 million aggregate principal of the 2014 Notes outstanding.

2019 Senior Convertible Notes (2019 Notes)

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$ 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 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.

The 2019 Notes will mature on December 1, 2024, unless earlier repurchased or converted pursuant to their terms.

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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

The carrying values of our term loan and advances under the Credit Facility are as follows (in thousands):

June 30, 2022 December 31, 2021

Principal amount $ 10,000 $ 10,000

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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.

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.

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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 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.

Total availability un der the Revolving Credit Facility as of June 30, 2022 was $ 8.1 million.

There were no borrowings outstanding under the Revolving Credit Facility at June 30, 2022.

As of June 30, 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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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.

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 June 30, 2022.

We have operating leases for buildings, equipment and vehicles.

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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 March 31, 2022 and December 31, 2021 (in thousands, except for discount rate and lease term):

March 31, 2022 December 31, 2021

Supplemental balance sheet information related to leases was as follows as of June 30, 2022 and December 31, 2021 (in thousands, except for discount rate and lease term):

June 30, 2022 December 31, 2021

Operating lease right-of-use buildings $ 43,419 $ 43,457

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Fair Value of Financial Instruments

The following tables summarize our cash and available-for-sale securities that were measured at fair value by significant investment category within the fair value hierarchy (in thousands):

March 31, 2022

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

The following tables summarize our cash, cash equivalents and available-for-sale securities that were measured at fair value by significant investment category within the fair value hierarchy (in thousands):

June 30, 2022

Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Cash- Restricted

Cash and money market funds $ 74,361 $ — $ — $ 74,361 $ 74,361 $ — $ —

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Total cash, cash equivalents and restricted cash $ 75,377 $ — $ — $ 75,377 $ 74,361 $ — $ 1,016

Available-for-sale:

treasury securities $ 137,561 $ — $ ( 711 ) $ 136,850 $ — $ 136,850 $ —

Total $ 212,938 $ — $ ( 711 ) $ 212,227 $ 74,361 $ 136,850 $ 1,016

December 31, 2021

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

Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Cash- Restricted

Cash and money market funds $ 28,451 $ — $ — $ 28,451 $ 28,451 $ — $ —

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

Available-for-sale:

treasury securities $ — $ — $ — $ — $ — $ — $ —

Total $ 29,467 $ — $ — $ 29,467 $ 28,451 $ — $ 1,016

Cash and cash equivalents are Level I measurements.

There were no transfers between Level I and Level II measurements, and no changes in the valuation techniques used during the 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.

There were no transfers between Level I and Level II measurements, and no changes in the valuation techniques used during the six months ended June 30, 2022.

Our convertible notes 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 debt as of March 31, 2022 and December 31, 2021, respectively (in thousands):

March 31, 2022 December 31, 2021

The following table summarizes the par value, carrying value and the estimated fair value of our debt as of June 30, 2022 and December 31, 2021, respectively (in thousands):

June 30, 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:

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Shareholders’ Equity

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 and we issued 255,559 shares of Series B Preferred Stock.

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

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 trading symbol for our common stock on the Nasdaq Global Select Market to LAB.

Upon the closing of the Private Placement Issuance, Dr.

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

Common Shares Reserved

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

As of June 30, 2022, we had reserved shares of common stock for future issuance under equity compensation plans as foll ows:

In thousands Securities To Be Issued Upon Exercise Of Options Securities To Be Issued Upon Release Of Restricted Stock and Performance Stock Units at Maximum Number Of Remaining Securities Available For Future Issuance

2022 Inducement Equity Incentive Plan 6,498 1,067 1,112

2011 Equity Incentive Plan 1,724 6,228 3,191

2017 Inducement Award Plan 159 27 —

DVS Sciences Inc.

2010 Equity Incentive Plan 6 — —

2017 Inducement Award Plan 159 57 —

2017 Employee Stock Purchase Plan — — 2,324

8,387 7,322 6,627

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.

Included in the securities to be issued upon release of restricted stock units (RSUs) and performance stock units (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

Our board of directors sets the terms, conditions, and restrictions related to our 2017 Employee Stock Purchase Plan (ESPP) and the grant of stock options, restricted stock units (RSUs) and performance-based awards under our equity incentive plans.

Our board of directors determines the number of awards to grant and also sets vesting criteria.

Our board of directors sets the terms, conditions, and restrictions related to our 2017 Employee Stock Purchase Plan (ESPP) and the grant of stock options, RSUs and performance-based awards under our equity incentive plans.

Our board of directors determines the number of awards to grant and also sets the vesting criteria.

In general, RSUs vest on a quarterly basis over a period of four years from the date of grant at a rate of 25 % on the first anniversary of the grant date and ratably each quarter over the remaining 12 quarters, or ratably over 16 quarters, subject to the employees’ continued employment.

We may grant RSUs with different vesting terms from time to time.

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.

Stock options granted under our 2022 Inducement Plan and 2011 Equity Incentive Plan (2011 Plan) have a term of no more than ten years from the date of grant and an exercise price of at least 100 % of the fair market value of the underlying common stock on the date of grant.

Generally, options vest at a rate of either 25 % on the first anniversary of the option grant date and ratably each month over the remaining period of 36 months, or ratably each month over 48 months.

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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 January 2011, our board of directors adopted the 2011 Plan under which incentive stock options, non-statutory stock options, RSUs, stock appreciation rights, 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.

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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.

2022 Inducement Equity Incentive Plan

As discussed in Note 11, we adopted the 2022 Inducement Plan in April 2022 and reserved 9.5 million shares of common stock for the issuance of equity-based awards, including non-statutory stock options, RSUs, restricted stock, stock appreciation rights, performance shares and PSUs.

In accordance with Nasdaq listing rules, equity awards issued under the 2022 Inducement Plan are restricted to individuals who are not already employees or directors of the Company.

The terms and conditions of the 2022 Inducement Plan are substantially similar to those of the 2011 Plan.

Activity under the various plans was as follows:

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RSU forfeited ( 918 ) $ 4.36

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.

Balance at June 30, 2022 5,814 $ 4.46

As of June 30, 2022, the unrecognized compensation costs related to outstanding unvested RSUs under our equity incentive plans were $ 21.7 million.

We expect to recognize those costs over a weighted average period of 2.5 years.

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Options forfeited ( 991 ) $ 4.51 $ —

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.

Balance as of June 30, 2022 8,387 $ 4.44 8.9 $ 2

Vested at June 30, 2022 1,861 $ 6.35 6.0 $ 2

Unvested awards at June 30, 2022 6,526 $ 3.90 9.8 $ —

(1) Aggregate intrinsic value as of June 30, 2022 was calculated as the difference between the closing price per share of our common stock on the last trading day of June 30, 2022, which was $ 1.60 , and the exercise price of the options, multiplied by the number of in-the-money options.

The majority of the options granted during 2022 were under the 2022 Inducement Plan and awarded to new members of our management team.

As of June 30, 2022, the unrecognized compensation costs related to outstanding unvested options under our equity incentive plans were $ 16.2 million.

We expect to recognize those costs over a weighted average period of 3.8 years.

Performance-based Awards:

Performance Stock Units with Market Condition

Performance Stock Units:

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

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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:

Activity under the TSR-based PSUs was as follows:

Number of Units

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PSU forfeited ( 115 ) $ 7.66

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.

Balance at June 30, 2022 754 $ 6.56

As of June 30, 2022, the unrecognized compensation costs related to these awards were $ 2.1 million.

We expect to recognize those costs over a weighted average period of 1.4 years.

Performance Stock Units with Performance Conditions

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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Employees may not purchase more than $ 25 thousand of stock for any calendar year.

The purchase price at which shares are sold under the ESPP is 85 % of the lower of the fair market value of a share of our common stock on the first day of the offering period or the last day of the offering period.

The purchase price at which shares are sold under the

ESPP is 85 % of the lower of the fair market value of a share of our common stock on the first day of the offering period or the last day of the offering period.

Stock-based Compensation Expense

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

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Restricted stock units, stock options and performance stock units $ 4,569 $ 3,566 $ 8,511 $ 7,039

Employee stock purchase plan 94 175 194 379

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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 $ 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.

We recorded a tax benefit of $ 1.6 million and $ 0.5 million for the three months ended June 30, 2022 and 2021, respectively.

Higher lo sses in our foreign operations in the quarter ended June 30, 2022 compared to the quarter ended June 30, 2021 resulted in a higher tax benefit for our foreign operations for the three months ended June 30, 2022 compared to the prior year period.

For both the six months ended June 30, 2022 and 2021, we recorded a tax benefit of $ 2.2 million.

While the amounts of income tax benefit were approximately the same for both periods, the effective tax rate decreased due to higher pre-tax losses for the six months ended June 30, 2022.

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

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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.

For the six months ended June 30, 2022 and 2021, respectively, we did not recognize any material interest or penalties related to uncertain tax positions.

Information About Geographic Areas

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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 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.

A summary table of our revenue by geographic areas of our customers and by product and services for the three and six months ended June 30, 2022 and 2021 is included in Note 5 to the condensed consolidated financial statements.

Revenue from customers in the United States represented $ 8.8 million, or 47 % of total revenues, and $ 15.5 million, or 50 % of total revenues, for the three months ended June 30, 2022 and 2021, respectively.

For the six months ended June 30, 2022 and 2021, revenue from domestic customers totaled $ 20.6 million, or 46 % of total revenues, and $ 33.7 million, or 53 % of total revenues, respectively.

Revenue from customers in China represented $ 1.6 million, or 9 % of total revenues, and $ 2.5 million, or 8 % of total revenues, for the three months ended June 30, 2022 and 2021, respectively.

For the six months ended June 30, 2022 and 2021, revenue from customers in China totaled $ 4.5 million, or 10 % of total revenues, and $ 5.5 million, or 9 % of total re venues, respectively.

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

Commitments and Contingencies

5 unchanged sentences

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

7 unchanged sentences

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.

The plaintiff has appealed the decision, and the appeal remains pending before the U.S.

Court of Appeals for the Ninth Circuit.

7 unchanged sentences

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 .

Subsequent Events

On August 8, 2022, we announced a restructuring plan, including a reduction in force.

In addition, we will also seek to reduce leased office space and other operating expenses.

The purpose of the restructuring plan is to improve operational efficiency and operating costs and better align our workforce with the current needs of our business.

We currently expect cash expenses related to the reduction in force, consisting primarily of severance and termination benefits and related costs, to be in the range of $ 3 million to $ 5 million.

At this time, we are not able, in good faith, to make a determination of the estimated amount or range of amounts to be incurred for every major type of restructuring cost, including the leased office space reduction charges.

We expect to recognize the restructuring costs over the next four quarters.

These estimates are subject to a number of assumptions, and actual results may differ.

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