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Standard BioTools Announces Exchange of All Outstanding Series B Convertible Preferred Stock for Common Stock

Key Takeaway: Standard BioTools Inc. has announced the exchange of all outstanding Series B Convertible Preferred Stock for common stock, in a move aimed at streamlining its capital structure. This agreement was reached with stockholders Viking Global Investors and Casdin Capital, which may enhance the company's attractiveness to new investors and potential M&A partners. CEO Michael Egholm highlighted the company's strategy for profitable growth and operational excellence as critical components of their future plans. The transaction resulted in the issuance of approximately 93 million shares of common stock, which represents a minor dilution of less than 5%. The elimination of significant liquidation preferences further aligns the interests of common stockholders.

Market Sentiment Analysis

POSITIVE FACTORS

  • The transaction streamlines the capital structure, potentially attracting new investors.
  • Standard BioTools believes the exchange enhances the company's appeal for M&A opportunities.
  • The elimination of Series B Preferred's senior rights supports greater equity for common stockholders.
  • The CEO emphasizes a commitment to profitable growth and developing a diverse product portfolio.

CONCERNS & RISKS

  • The transaction involves dilution of shares, affecting existing common stockholders by less than 5%.
  • Potential risks associated with restructuring and market conditions could impact future business performance.
  • Forward-looking statements indicate uncertainty about realizing anticipated benefits and cost savings.

Full Press Release Details

Standard BioTools Announces Exchange of All
Outstanding Series B Convertible Preferred Stock for Common Stock
SOUTH SAN FRANCISCO, Calif., March 18, 2024 -- 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.
Nick Lamplough / Dan Moore / Tali
Collected Strategies

Frequently Asked Questions

What did Standard BioTools announce on March 18, 2024?

They announced the exchange of all Series B Convertible Preferred Stock for common stock.

Who were the stockholders involved in the exchange agreement?

The stockholders involved were Viking Global Investors and Casdin Capital.

How many shares of common stock were issued in the exchange?

Approximately 93 million shares of common stock were issued in the exchange.

What was the exchange price for the shares?

The exchange price was set at $2.75 per share.

What is the focus of Standard BioTools?

They focus on accelerating breakthroughs in human health through advanced technologies.

Last updated: Mar 18, 2024