Standard BioTools Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
On December 13, 2023, Plaintiffs Dr. Larry Gold and Dr. Jason Cleveland (together, the “Plaintiffs”), on behalf of a putative class of former stockholders of Nominal Defendant SomaLogic, Inc. (“SomaLogic”), a wholly owned subsidiary of Standard BioTools Inc. (the “Company”), filed a Verified Class Action Complaint (the “Action”) in the Court of Chancery of the State of Delaware (the “Delaware Court”), alleging that the defendants breached their duty of disclosure by issuing an allegedly materially false and misleading proxy statement (the “Proxy”). On December 21, 2023, SomaLogic filed corrective and supplemental merger disclosures to the Proxy (the “Mooting Disclosures”). On September 3, 2024, the Plaintiffs filed a Motion for an Interim Award of Attorneys’ Fees and Expenses seeking an award of attorneys’ fees and expenses incurred by the Plaintiffs in securing the Mooting Disclosures (the “Fee Application”).
SomaLogic denies and continues to deny all allegations of wrongdoing in the Action. Plaintiffs and SomaLogic agreed that the Mooting Disclosures rendered moot certain of Plaintiffs’ claims. Following negotiations, the Company subsequently decided to avoid further litigation of the issue by resolving the Fee Application and agreeing to pay $890,000 in attorneys’ fees and expenses in full satisfaction of any and all claims by Plaintiffs and their counsel for fees and expenses in the Action relating to the Mooting Disclosures. In making this decision, SomaLogic and the Company considered various factors, including the cost and time associated with litigation.
On December 19, 2024, the Delaware Court entered an order, pursuant to a stipulation, providing that notice of these payments be given through the filing of this Current Report on Form 8-K. A copy of the Stipulation and [Proposed] Order Governing Plaintiffs’ Motion for An Interim Award of Attorneys’ Fees and Expenses is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In entering the order, the Delaware Court was not asked to review, and did not pass judgment on, the agreed payment of Plaintiffs’ attorneys’ fees and expenses or their reasonableness. The Plaintiffs’ counsel are A. Thompson Bayliss and E. Wade Houston of Abrams & Bayliss LLP, (302) 778-1000; and Peter L. Welsh and Nicholas M. Berg of Ropes & Gray LLP, (617) 951-7000. Counsel for the Company are D. McKinley Measley of Morris, Nichols, Arsht & Tunnell LLP, (302) 658-9200; and John F. Sylvia of Mintz, Levin, Cohn, Ferris, Glovsky, and Popeo, P.C., (617) 542-6000.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 20, 2024 |
STANDARD BIOTOOLS INC. |
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By: |
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/s/ Alex Kim |
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Name: |
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Alex Kim |
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Title: |
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Chief Financial Officer |
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