| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Financial Officer
On May 15, 2023, Standard BioTools Inc. (the “Company”)
announced the appointment of Jeffrey G. Black, age 54, as Chief Financial Officer of the Company, effective as of May 15, 2023.
Mr. Black served as Senior Vice President and Chief Financial Officer of
Apollo Endosurgery Inc., a publicly listed medical technology company focused on endoscopic therapies for
gastrointestinal conditions and interventional treatment of obesity, from August 2021 until April 2023, when Apollo was acquired
by Boston Scientific. Prior to joining Apollo, he served as Executive Vice President and Chief Financial Officer of Alphatec Holdings,
Inc., a publicly listed medical technology company focused on the surgical treatment of spinal disorders, from March 2017 to April 2021.
Prior to joining Alphatec, Mr. Black was Senior Vice President and Chief Financial Officer of Applied Proteomics, Inc., a proteomics-based
diagnostics company, Senior Vice President and Chief Financial Officer of AltheaDx, Inc., a pharmacogenetics diagnostics company, and
Senior Vice President and Chief Financial Officer of Verenium Corporation, an industrial biotechnology company. Mr. Black began his career
at Ernst & Young LLP. Mr. Black is a member of the board of directors of Cellana, Inc., where he serves as chair of the audit committee.
Mr. Black received his B.S. in Business from the University of Arizona.
The Company entered into an offer letter with
Mr. Black (“Offer Letter”) pursuant to which he will be an at-will employee
of the Company. Pursuant to the Offer Letter, he will receive an annual base salary of $415,000 and be eligible to receive an annual bonus
with a target level of 55% of his annual base salary, prorated based on his date of hire.
As a material inducement for Mr. Black
to commence employment with the Company, he will receive an award of stock options to purchase 400,000 shares of the Company’s common
stock (“Option Award”). The Option Award will have a 10-year term and an exercise price per share equal to the closing price
of the Company’s common stock as quoted on the Nasdaq Global Select Market on May 15, 2023. Subject to his continued employment
with the Company through the applicable vesting dates, 25% of the shares subject to the Option Award will vest on the first anniversary
of the vesting commencement date, and the remaining 75% of the shares subject to the Option Award will vest in roughly equal monthly installments
thereafter. In addition, as a material inducement for Mr. Black to commence employment with the Company, he will receive an
award of restricted stock units valued at $400,000 (“RSU Award”) based on the closing price of the Company’s
common stock on May 15, 2023. Subject to his continued employment with the Company, 25% of the shares underlying the RSU Award will
vest on the first anniversary of the vesting commencement date and the remaining 75% of the shares underlying the RSU Award will vest
in roughly equal installments every three months thereafter until fully vested in May 2027. The
Option Award and RSU Award will be subject to the terms of the Company’s 2022 Inducement Equity Incentive Plan and the applicable
award agreements thereunder.
The Company also entered into its 2020
Change of Control and Severance Plan Participation Agreement (“Severance Plan Participation Agreement”) with Mr. Black, with
terms substantially as set forth under “Change of Control and Severance Plan” in the Company’s 2021 proxy statement
filed April 14, 2021.
The foregoing descriptions of the Offer
Letter and the Severance Plan Participation Agreement are qualified in their entirety by reference to the full text of the Offer Letter,
a copy of which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated by reference herein, and the Severance Plan
Participation Agreement, a copy of which is filed as Exhibit 10.2 hereto, and the terms of which are incorporated by reference herein.
The Company expects to enter into its form
of indemnification agreement for directors and executive officers with Mr. Black, which requires the Company to indemnify its directors
and executive officers for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts incurred
by a director or an executive officer in any action or proceeding arising out of their services as one of the Company’s directors
or executive officers or as a director, officer or other fiduciary of any other company or enterprise to which the person provides services
at the Company’s request.
There are no family relationships
between Mr. Black and any director or executive officer of the Company, and the Company has not entered into any transactions with
Mr. Black that are reportable pursuant to Item 404(a) of Regulation S-K. Except as described above, there are no arrangements
or understandings between Mr. Black and any other persons pursuant to which he was selected to be the Company’s Chief Financial
Officer.
On May 15, 2023, the Company issued
a press release regarding the appointment of Mr. Black. The full text of the press release is attached as Exhibit 99.1 hereto.
The information in Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section,
nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
Departure of Chief Financial Officer
In connection with the appointment of Mr.
Black as Chief Financial Officer, Vikram Jog’s last day as the Company’s Chief Financial Officer was May 14, 2023. From May
15, 2023 until June 9, 2023 it is expected that Mr. Jog will remain an employee of the Company in the role of Special Advisor, reporting
to the Company’s Chief Executive Officer. A letter agreement dated May 10, 2023 was entered into between the Company and Mr. Jog
(“Letter Agreement”) that provides for the following severance benefits: (a) as required by the Company’s 2020 Change
of Control and Severance Plan, cash severance benefits equal to 75% of Mr. Jog’s annual base salary, payment by the Company of continued
health coverage under COBRA for nine months, and reasonable outplacement services; and (b) accelerated vesting of equity. The foregoing
description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which
is filed as Exhibit 10.3 hereto, and the terms of which are incorporated by reference herein.
