As filed with the Securities and Exchange Commission
on August 15, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STANDARD BIOTOOLS INC.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
|
77-0513190 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
2 Tower Place, Suite 2000
South San Francisco, California 94080
(Address of Principal Executive Offices) (Zip
Code)
Standard BioTools Inc. Amended and Restated
2011 Equity Incentive Plan, As Amended
(Full Title of Plan)
Michael Egholm, Ph.D.
President and Chief Executive Officer
2 Tower Place, Suite 2000
South San Francisco, CA 94080
(650) 266-6000
(Name, Address and Telephone Number, including
area code, of Agent for Service)
Copy to:
William C. Hicks, Esq.
John T. Rudy, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated
filer ¨ |
|
Accelerated filer x |
| Non-accelerated filer ¨ |
|
Smaller reporting company ¨ |
| |
|
Emerging growth company ¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This
Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Standard BioTools Inc. (f/k/a Fluidigm
Corporation) (the “Registrant”) for the purpose of registering an additional 17,400,000 shares of common stock, par value
$0.001 per share, of the Registrant (the “Common Stock”) reserved for issuance under the Standard BioTools Inc. Amended and
Restated 2011 Equity Incentive Plan, As Amended (the “2011 Plan”), effective as of June 18, 2025. This registration
statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8
(File No. 333-172206) relating to an employee benefit plan is effective. The information contained in the Registrant’s registration
statements on Form S-8 filed with the Securities and Exchange Commission on February 11, 2011, March 26, 2012, March 12, 2013, February 21, 2014, February 26, 2015, March 3, 2016 (as amended on March 15, 2016), January 13, 2017, January 16, 2018, January 11, 2019, June 28, 2019, July 10, 2020, May 28, 2021, June 16, 2023, January 19, 2024 and August 6, 2024 (File Nos. 333-172206, 333-180363, 333-187204, 333-194084, 333-202325, 333-209904,
333-215555, 333-222561, 333-229214, 333-232441, 333-239810, 333-256617, 333-272753, 333-276620 and 333-281295) is hereby incorporated
by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibit
No. |
Description |
Form |
Incorporated
by Reference
From Exhibit
Number |
Date
Filed |
| 4.1 |
Specimen Common Stock Certificate of the Registrant. |
S-8 |
4.1 |
4/1/2022 |
| 4.2 |
Eighth Amended and Restated Certificate of Incorporation
of the Registrant filed on February 15, 2011. |
10-K |
3.1 |
3/28/2011 |
| 4.3 |
Certificate of Amendment to the Eighth Amended and
Restated Certificate of Incorporation filed on April 1, 2022. |
S-8 |
4.3 |
4/1/2022 |
| 4.4 |
Second Certificate of Amendment to the Eighth Amended
and Restated Certificate of Incorporation filed on January 4, 2024. |
8-K |
3.1 |
1/5/2024 |
| 5.1* |
Opinion of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. |
|
|
|
| 23.1* |
Consent of PricewaterhouseCoopers
LLP, Independent Registered Public Accounting Firm. |
|
|
|
| 24.1* |
Power of Attorney (included
on the signature page to this registration statement). |
|
|
|
| 99.1# |
Standard BioTools Inc. Amended
and Restated 2011 Equity Incentive Plan, As Amended. |
8-K |
10.1 |
6/20/2025 |
| 107* |
Filing Fee Table |
|
|
|
* Filed
herewith.
# Indicates
management contract or compensatory plan, contract, or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of South San Francisco, State of California, on August 15, 2025.
| |
STANDARD BIOTOOLS INC. |
| |
|
| |
By: |
/s/ Michael Egholm, Ph.D. |
| |
|
Michael Egholm, Ph.D. |
| |
|
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints each of Michael Egholm, Ph.D. and Alex Kim, acting alone or together with another attorney-in-fact,
as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his
or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to
this registration statement, 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, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
| Signature |
Title |
Date |
| |
|
|
| /s/ Michael Egholm, Ph.D. |
President,
Chief Executive Officer and Director |
August 15, 2025 |
| Michael Egholm, Ph.D. |
(Principal Executive Officer) |
|
| |
|
|
| /s/ Alex Kim |
Chief
Financial Officer |
August 15, 2025 |
| Alex Kim |
(Principal Financial and Accounting Officer) |
|
| |
|
|
| /s/ Tom Carey |
Chairman of the Board of Directors |
August 15, 2025 |
| Tom Carey |
|
|
| |
|
|
| /s/ Frank R. Witney, Ph.D. |
Director |
August 15, 2025 |
| Frank R. Witney, Ph.D. |
|
|
| |
|
|
| /s/ Fenel M. Eloi |
Director |
August 15, 2025 |
| Fenel M. Eloi |
|
|
| |
|
|
| /s/ Troy Cox |
Director |
August 15, 2025 |
| Troy Cox |
|
|
| |
|
|
| /s/ Eli Casdin |
Director |
August 15, 2025 |
| Eli Casdin |
|
|
| |
|
|
| /s/ Kathy Hibbs |
Director |
August 15, 2025 |
| Kathy Hibbs |
|
|
