13 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting that occurred during t he three months ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
5 unchanged sentences
DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
−Removed: SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
−Removed: Period Additions/
−Removed: Expense Deductions Balance at
−Removed: Year ended December 31, 2021
−Removed: Accounts receivable allowance $ 356 $ — $ — $ 356
−Removed: Year ended December 31, 2020
−Removed: Accounts receivable allowance $ 6 $ 356 $ ( 6 ) $ 356
−Removed: Year ended December 31, 2019
−Removed: Accounts receivable allowance $ 126 $ 179 $ ( 299 ) $ 6
−Removed: Period Additions/
−Removed: Expense Deductions Balance at
−Removed: Year ended December 31, 2021
−Removed: Warranty allowance $ 1,663 $ 418 $ ( 911 ) $ 1,170
−Removed: Year ended December 31, 2020
−Removed: Warranty allowance $ 1,390 $ 1,028 $ ( 755 ) $ 1,663
−Removed: Year ended December 31, 2019
−Removed: Warranty allowance $ 863 $ 1,386 $ ( 859 ) $ 1,390
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 unchanged sentence
Our board of directors has adopted a Code of Ethics and Conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.
−Removed: The full text of our code of business conduct and ethics is posted on the investor relations page on our website which is located at www.fluidigm.com.
+Added: The full text of our code of business conduct and ethics is posted on the investor relations page on our website which is located at www.standardbio.com.
We will post any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website.
11 unchanged sentences
Financial Statement schedule.
−Removed: See “ Index to Consolidated Financial Statements ” in Part II, Item 8 of this Form 10-K.
The exhibits listed in the accompanying Index to Exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the U.S.
10 unchanged sentences
10-K 3.1 3/28/2011
−Removed: 3.2 Amended and Restated Bylaws of Fluidigm Corporation effective as of April 24, 2021.
−Removed: 8-K 3.1 4/29/2021
+Added: 3.2 Amended and Restated Bylaws of Standard BioTools Inc.
+Added: S-8 4.8 4/1/2022
+Added: 3.3 Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation.
+Added: S-8 4.3 4/1/2022
3.4 Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock.
2 unchanged sentences
8-K 3.1 8/2/2017
+Added: 3.6 Certificate of Designations of Rights, Preferences and Privileges of Series B-1 Convertible Preferred Stock.
+Added: 8-K 3.6 4/5/2022
+Added: 3.7 Certificate of Designations of Rights, Preferences and Privileges of Series B-2 Convertible Preferred Stock.
+Added: 8-K 3.7 4/5/2022
4.1 Specimen Common Stock Certificate of Fluidigm Corporation.
25 unchanged sentences
10-Q 10.1 11/9/2015
+Added: Description Incorporated
+Added: From Form Incorporated
+Added: Number Date Filed
10.4 Tenancy for Flatted Factory Space in Singapore between JTC Corporation and Fluidigm Corporation dated July 27, 2005, as amended August 12, 2008 and May 31, 2010.
6 unchanged sentences
10-Q 10.1 8/10/2015
−Removed: Description Incorporated
−Removed: From Form Incorporated
−Removed: Number Date Filed
10.5B Lease Agreement dated November 19, 2020 between Fluidigm Singapore Pte.
6 unchanged sentences
and HSBC Institutional Trust Services (Singapore) Limited as Trustee of Ascendas Real Estate Investment Trust.
−Removed: Filed herewith
+Added: 10-K 10.5D 3/8/2022
10.6 Reserved.
3 unchanged sentences
S-1 10.3A 12/3/2010
−Removed: 10.8# Fluidigm Corporation 2011 Equity Incentive Plan, as amended effective M ay 25 , 202 1 .
+Added: 10.8# Fluidigm Corporation 2011 Equity Incentive Plan, as amended effective May 25, 2021.
8-K 10.1 5/25/2021
19 unchanged sentences
SC TO-I (d)(7) 8/23/2017
+Added: Description Incorporated
+Added: From Form Incorporated
+Added: Number Date Filed
10.9# Fluidigm Corporation 2017 Inducement Award Plan and related form agreements.
10 unchanged sentences
10-Q 10.3 11/9/2020
−Removed: Description Incorporated
−Removed: From Form Incorporated
−Removed: Number Date Filed
10.13A† First Amendment to Co-Exclusive License Agreement between President and Fellows of Harvard College and the registrant effective as of October 15, 2000.
22 unchanged sentences
10.19E Fifth Amendment to Loan and Security Agreement, dated December 27, 2021, between the Company and Silicon Valley Bank.
−Removed: Filed herewith
+Added: 10-K 10.19E 3/8/2022
+Added: Description Incorporated
+Added: From Form Incorporated
+Added: Number Date Filed
10.19F Default Waiver and Consent to Loan and Security Agreement, dated March 4, 2022, between the Company and Silicon Valley Bank.
−Removed: Filed herewith
+Added: 10-K 10.19F 3/8/2022
10.20 Purchase Agreement, dated November 20, 2019, between Fluidigm Corporation and Barclays Capital Inc., as representative of the several initial purchasers named in Schedule I thereto.
6 unchanged sentences
10-Q 10.1 8/6/2021
−Removed: Description Incorporated
−Removed: From Form Incorporated
−Removed: Number Date Filed
Amendment dated September 29, 2021 to Contract by and between the National Institutes of Health and the registrant effective as of July 30, 2020, as amended September 29, 2020 and February 18, 2021, and May 10, 2021.
6 unchanged sentences
10-Q 10.5 11/7/2017
−Removed: 10.26# Offer Letter to Stephen Christopher Linthwaite, dated July 14, 2016.
−Removed: 10-Q 10.1 5/8/2018
−Removed: 10.27# Employment and Severance Agreement, effective as of August 1, 2016, by and between Fluidigm Corporation and Stephen Christopher Linthwaite .
−Removed: 10-Q 10.2 11/9/2016
10.26# Offer Letter to Vikram Jog dated January 29, 2008.
S-1 10.17 12/3/2010
−Removed: 10.29# Offer Letter to Bradley A.
−Removed: Kreger dated February 13, 2018.
−Removed: 10-K 10.18 3/18/2019
−Removed: 10.30# Offer Letter to Colin McCracken dated April 12, 2019.
−Removed: 10-K 10.30 2/25/2021
−Removed: 10.31# Offer Letter to Nick Khadder dated April 6, 2020.
−Removed: 10-K 10.31 2/25/2021
−Removed: 10.32# Repatriation Agreement with Colin McCracken dated June 16, 2021.
−Removed: 10-Q 10.4 8/6/2021
−Removed: 10.33# Terms and Conditions of Employment for Colin McCracken, effective June 26, 2021.
−Removed: 10-Q 10.5 8/6/2021
−Removed: 10.34 Reserved.
10.27 Series B-1 Loan Agreement, dated as of January 23, 2022, by and among Fluidigm Corporation, Casdin Partners Master Fund, L.P., and Casdin Private Growth Equity Fund II, L.P.
6 unchanged sentences
8-K 10.5 1/24/2022
−Removed: 10.38# Stephen Christopher Linthwaite Transition Agreement and Release.
−Removed: 8-K 10.6 1/24/2022
−Removed: 10.39# Michael Egholm Offer Letter.
−Removed: 8-K 10.7 1/24/2022
Description Incorporated
1 unchanged sentence
Number Date Filed
−Removed: 10.40# Indemnification Agreement, dated January 23, 2022, by and between Fluidigm Corporation and Michael Egholm.
+Added: 10.30# Stephen Christopher Linthwaite Transition Agreement and Release.
8-K 10.6 1/24/2022
+Added: 10.31# Michael Egholm Offer Letter.
+Added: 8-K 10.7 1/24/2022
+Added: 10.32# Form of Indemnification Agreement entered into by and between Standard BioTools Inc.
+Added: and each of its officers and di rectors .
+Added: Filed herewith
10.33# Hanjoon Alex Kim Offer Letter.
8-K 10.9 1/24/2022
+Added: 10.34# Standard BioTools 2022 Inducement Equity Incentive Plan.
+Added: S-8 4.9 4/01/2022
+Added: 10.35# Form of Notice of Stock Option Grant and Stock Option Agreement under the 2022 Inducement Equity Incentive Plan.
+Added: S-8 99.1 4/01/2022
+Added: 10.36# Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement under the 2022 Inducement Equity Incentive Plan.
+Added: S-8 99.2 4/01/2022
10.3742#5 Form of Retention Letter.
8-K 10.10 1/24/2022
−Removed: 21.1 Subsidiaries of Fluidigm Corporation.
+Added: 10.38 Default Waiver and Consent to Loan and Security Agreement, dated March 4, 2022, between the Company and Silicon Valley Bank.
+Added: 10-K 10.19F 3/08/2022
+Added: 10.39 Letter Agreement dated March 25, 2022.
+Added: 8-K 10.1 3/28/2022
+Added: 10.40 Support Agreement, dated March 29, 2022, by and among Fluidigm Corporation and Caligan Partners LP and certain of its affiliates.
+Added: 8-K 10.1 3/29/2022
+Added: 10.41 Sublease, dated as of August 30, 2022, between Standard BioTools Inc.
+Added: and CIRC Bio, Inc.
+Added: 10-Q 10.1 11/09/2022
+Added: 21.1 Subsidiaries of Standard BioTools Inc.
Filed herewith
20 unchanged sentences
101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
+Added: Description Incorporated
+Added: From Form Incorporated
+Added: Number Date Filed
101.LAB XBRL Taxonomy Extension Label Document Filed herewith
5 unchanged sentences
Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act.
−Removed: Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that Fluidigm Corporation specifically incorporates it by reference.
+Added: Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that Standard BioTools Inc.
+Added: specifically incorporates it by reference.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: FLUIDIGM CORPORATION
+Added: STANDARD BIOTOOLS INC.
March 14, 2023 By:
−Removed: /s/ Stephen Christopher Linthwaite
−Removed: Stephen Christopher Linthwaite
+Added: /s/ Michael Egholm
+Added: Michael Egholm
President and Chief Executive Officer
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen Christopher Linthwaite and Vikram Jog, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Egholm and Vikram Jog, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
−Removed: /s/ Stephen Christopher Linthwaite President and Chief Executive Officer (Principal Executive Officer);
+Added: /s/Michael Egholm President and Chief Executive Officer (Principal Executive Officer);
Director March 14, 2023
−Removed: Stephen Christopher Linthwaite
+Added: Michael Egholm
/s/ Vikram Jog Chief Financial Officer (Principal Financial and Accounting Officer) March 14, 2023
1 unchanged sentence
Paya Chairman of the Board of Directors March 14, 2023
−Removed: /s/ Nicolas M.
−Removed: Barthelemy Director March 7, 2022
/s/ Gerhard F.
Burbach Director March 14, 2023
+Added: Casdin Director March 14, 2023
Clague Director March 14, 2023
Colston Director March 14, 2023
−Removed: Stankovic Director March 7, 2022
+Added: /s/ Martin D.
+Added: Madaus Director March 14, 2023
+Added: Witney Director March 14, 2023
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.