Standard BioTools Announces Exchange of All Outstanding Series B Convertible Preferred Stock for Common Stock
18 March 2024 - 11:12PM
Standard BioTools Inc. (“Standard BioTools” or the “Company”)
(Nasdaq: LAB) today announced that it has exchanged all outstanding
shares of its Series B Convertible Preferred Stock (the “Series B
Preferred”) for shares of common stock pursuant to an agreement
with stockholders affiliated with Viking Global Investors
(“Viking”) and Casdin Capital (“Casdin").
Thomas Carey, Chairman of the Standard BioTools Board of
Directors, said, “We are pleased to reach this agreement with
Viking and Casdin. By streamlining our capital structure, we
believe this transaction will make us more attractive to new
long-term investors and potential M&A partners, as we pursue
our strategy to unlock value for all of our stockholders in this
highly fragmented market. We appreciate Viking and Casdin’s
longstanding support and partnership and are pleased to have them
as common stockholders.”
Michael Egholm, PhD, President and Chief Executive Officer of
Standard BioTools, said, “We are successfully executing on our
strategy to drive profitable growth through a focus on operational
excellence coupled with disciplined M&A to build a more diverse
portfolio of unique products. With our significant momentum and the
progress underway, this transaction is another important step
forward in our commitment to create sustainable, long-term
stockholder value.”
Under the terms of the exchange agreement, Standard BioTools
issued a total of approximately 93 million shares of common stock
in exchange for all of the Series B Preferred at an exchange price
of $2.75 per share. This exchange price resulted in the issuance of
approximately 17.8 million additional shares of common stock, as
compared to the shares of common stock issuable under the Series B
Preferred’s stated $3.40 per share conversion price. The issuance
of the incremental shares of common stock represents less than 5%
dilution on an as-issued basis, and has resulted in the elimination
of all Series B Preferred senior rights, including the elimination
of the approximately $250 million liquidation preference, the put
right in the event of a change in control and Series B Preferred
governance rights. As a result, the Company now has approximately
382.5 million shares of common stock outstanding.
TD Cowen served as financial advisor to the Special Committee of
the Board of Directors and Mintz, Levin, Cohn, Ferris, Glovesky and
Popeo served as legal counsel.
About Standard BioTools Inc.
Standard BioTools Inc. (Nasdaq: LAB), previously known as
Fluidigm Corporation, is driven by a bold purpose – 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, the company provides reliable and repeatable insights in
health and disease using its proprietary mass cytometry and
microfluidics technologies, which 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. Learn
more at www.standardbio.com or connect with us on Twitter®,
Facebook®, LinkedIn, and YouTube™. Standard BioTools, the Standard
BioTools logo, Fluidigm, the Fluidigm logo, “Unleashing tools to
accelerate breakthroughs in human health,” Hyperion, Hyperion XTi,
XTi, and X9 are trademarks and/or registered trademarks of Standard
BioTools Inc. or its affiliates in the United States and/or other
countries. All other trademarks are the sole property of their
respective owners. Standard BioTools products are provided for
Research Use Only. Not for use in diagnostic procedures.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including, among others, statements regarding the potential
benefits of a streamlined capitalization structure; our ability to
attract new long-term investors and potential M&A partners;
future business performance; expectations, operational and
strategic plans; deployment of capital; and market and growth
opportunities. Forward-looking statements are subject to numerous
risks and uncertainties that could cause actual results to differ
materially from currently anticipated results, including, but not
limited to, the outcome of any legal proceedings related to the
merger with SomaLogic, Inc.; risks that the anticipated benefits of
the merger with SomaLogic, Inc. or other commercial opportunities
may otherwise not be fully realized or may take longer to realize
than expected; risks that we may not realize expected cost savings
from our restructuring, including the anticipated decrease in
operational expenses, at the levels we expect; possible
restructuring and transition-related disruption, including through
the loss of customers, suppliers, and employees and adverse impacts
on our development activities and results of operation;
restructuring activities, including our subleasing plans, customer
and employee relations, management distraction, and reduced
operating performance; risks that internal and external costs
required for ongoing and planned activities may be higher than
expected, which may cause us to use cash more quickly than we
expect or change or curtail some of our plans, or both; risks that
our expectations as to expenses, cash usage, and cash needs may
prove not to be correct for other reasons such as changes in plans
or actual events being different than our assumptions; changes in
our business or external market conditions; challenges inherent in
developing, manufacturing, launching, marketing, and selling new
products; interruptions or delays in the supply of components or
materials for, or manufacturing of, our products; reliance on sales
of capital equipment for a significant proportion of revenues in
each quarter; seasonal variations in customer operations;
unanticipated increases in costs or expenses; continued or
sustained budgetary, inflationary, or recessionary pressures;
uncertainties in contractual relationships; reductions in research
and development spending or changes in budget priorities by
customers; uncertainties relating to our research and development
activities, and distribution plans and capabilities; potential
product performance and quality issues; risks associated with
international operations; intellectual property risks; and
competition. For information regarding other related risks, see the
“Risk Factors” section of our annual report on Form 10-K filed with
the U.S. Securities and Exchange Commission on March 1, 2024, and
in our other filings with the SEC. These forward-looking statements
speak only as of the date hereof. We disclaim any obligation to
update these forward-looking statements except as may be required
by law.
Contacts
InvestorsDavid HolmesGilmartin Group LLC(332)
330-1031ir@standardbio.com
MediaNick Lamplough / Dan Moore / Tali
EpsteinCollected StrategiesLAB-CS@collectedstrategies.com
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