Standard Biotools Inc. announced the exchange of all outstanding shares of its Series B Convertible Preferred Stock for common stock. The agreement with stockholders affiliated with Viking Global Investors and Casdin Capital resulted in the issuance 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 led to the issuance of approximately 17.8 million additional shares of common stock compared to the shares issuable under the Series B Preferred's stated $3.40 per share conversion price. The company now has approximately 382.5 million shares of common stock outstanding, representing less than 5% dilution on an as-issued basis.
The exchange 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. Thomas Carey, Chairman of the Standard Biotools Board of Directors, noted that the transaction is expected to make the company more attractive to new long-term investors and potential M&A partners as they pursue their strategy to unlock value for all stockholders.
Michael Egholm, PhD, President and Chief Executive Officer of Standard Biotools, highlighted the company's commitment to create sustainable, long-term stockholder value through profitable growth, operational excellence, and disciplined M&A to build a more diverse portfolio of unique products.
In terms of financial advisory and legal counsel, TD Cowen served as the financial advisor to the special committee of the board of directors, while Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo served as legal counsel for the exchange agreement.
Standard Biotools Inc., previously known as Fluidigm Corporation, emphasized its purpose of unleashing tools to accelerate breakthroughs in human health. The company provides essential, standardized next-generation technologies for biomedical researchers and focuses on the most pressing needs in translational and clinical research, including oncology, immunology, and immunotherapy. Following these announcements, the company's shares moved -1.1%, and are now trading at a price of $2.59. Check out the company's full 8-K submission here.
