Sec Form 13D Filing - VIKING GLOBAL INVESTORS LP filing for STANDARD BIOTOOLS INC. (LAB) - 2023-10-16

Subject to certain anti-dilution adjustments and limitations, the Series B-2 Preferred Stock is convertible at the option of the holders thereof at any time into a number of shares of Common Stock equal to the Conversion Rate (as defined in the certificate of designations for the Series B-2 Preferred Stock (the “Certificate of Designations”), and initially 294.1176); provided that none of VGOP, VGOD, nor their affiliates, shall be entitled to convert shares of Series B-2 Preferred Stock unless such conversion would not result in VGOP and VGOD, together with their affiliates, beneficially owning more than 9.5% of the total number of shares of Common Stock outstanding (the “Blocker”).

In addition, so long as VGOP, VGOD and their Permitted Transferees (as defined in the Certificate of Designations) continue to beneficially own shares of Series B-2 Preferred Stock that represent at least 7.5% of the outstanding shares of Common Stock, on an as-converted basis (the “Viking Preferred Percentage”), on the terms and subject to the conditions set forth in the Certificate of Designations, the holders of a majority of the outstanding shares of Series B-2 Preferred Stock will have the right to nominate for election and to elect one member to the Issuer’s board of directors (the “Series B-2 Preferred Director”). The Reporting Persons nominated an independent candidate as the Series B-2 Preferred Director.

At any time after the fifth anniversary of the closing of the transactions contemplated by the Purchase Agreement (the “Closing of the Preferred Equity Transactions”), if the last reported sale price of the Common Stock is greater than 250% of the Conversion Price (as defined in the Certificate of Designations, and initially approximately $3.40) as of such time for at least 20 consecutive trading days immediately preceding the date of the notice of mandatory conversion, the Issuer may elect to convert all of the outstanding shares of Series B-2 Preferred Stock into shares of Common Stock.

On October 4, 2023, the Issuer, SomaLogic, Inc., a Delaware corporation (“SomaLogic”), and Martis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into SomaLogic, with SomaLogic continuing as a wholly owned subsidiary of the Issuer and the surviving corporation of the merger (the “Merger”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (“Effective Time”), each share of common stock, par value $0.0001 per share, of SomaLogic issued and outstanding (“SomaLogic Stock”) will be converted into the right to receive 1.11 shares of Common Stock. It is the Reporting Persons’ understanding that the Series B-2 Preferred Stock will remain outstanding following the Effective Time in accordance with the terms of the Certificate of Designations.

Also on October 4, 2023, in connection with the Merger Agreement, the Issuer, SomaLogic and Merger Sub entered into a voting agreement (the “Voting Agreement”) with VGOP and VGOD. Pursuant to the Voting Agreement, VGOP and VGOD have agreed, among other things, subject to the terms and conditions thereby to: (i) vote their beneficially owned securities of the Issuer, (1) in favor of the adoption of the Merger Agreement, approval of the Merger and the transactions contemplated by the Merger Agreement; (2) in favor of the issuance of shares of Common Stock to holders of SomaLogic Stock pursuant to the Merger Agreement and an amendment to the Issuer’s certificate of incorporation to increase the number of authorized shares of Common Stock thereunder; (3) in favor of any proposal to adjourn to a later date, if there is not a quorum or sufficient affirmative votes (in person or by proxy) for approval of any such matters on the date on which the meeting is held; (4) against any action or agreement that would reasonably be expected to result in the condition of the Merger not being fulfilled or a breach of a covenant, representation or warranty or any other material obligation or agreement contained in the Merger Agreement; (5) against any action, proposal, transaction or agreement that would reasonably be expected to prevent or materially delay the consummation of the Merger or the fulfillment of the Issuer’s, SomaLogic’s or Merger Sub’s conditions to closing under the Merger Agreement and (6) against any third-party acquisition transactions; and (ii) comply with certain restrictions on the disposition of such shares, in each case subject to the terms and conditions contained therein. In addition, the Reporting Persons agree in the Voting Agreement that, immediately after the Effective Time, the Series B-2 Preferred Director shall be Fenel Eloi.

The Reporting Persons acquired the shares of Series B-2 Preferred Stock (including the shares of Common Stock into which such shares of Series B-2 Preferred Stock may be converted) for investment purposes, and such purchases were made in the Reporting Persons’ ordinary course of business. This Schedule 13D amends the statement on Schedule 13G filed by the Reporting Persons to report their beneficial ownership of the shares of Common Stock, as most recently amended on February 14, 2023. The Reporting Persons are filing this Schedule 13D, pursuant to Rule 13d-1(e) under the Act, solely as a result of their entering into the Voting Agreement. As such, the Reporting Persons currently are subject to a “cooling-off” period pursuant to Rule 13d-1(f)(2) under the Act, which ends at the expiration of the tenth day from the date of the filing of this Schedule 13D.

In connection with the Purchase Agreement, on January 23, 2022, the Issuer entered into a registration rights agreement (the “Registration Rights Agreement”) with VGOP, VGOD and the other stockholders party thereto (together with any other party that may become party to the Registration Rights Agreement, “Holders”), pursuant to which the Holders have certain customary registration rights with respect to shares issuable under the Loan Agreement and the Purchase Agreement, including (i) any shares of Common Stock acquired by any Holder pursuant to the conversion of the Series B-2 Preferred Stock in accordance with the Certificate of Designations, and (ii) any shares of Common Stock acquired by any Holder pursuant to preemptive rights under the Purchase Agreement.