UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Definitive Material Agreement.
On March 25, 2022, Fluidigm Corporation (the “Company”) entered into a letter agreement (the “Letter Agreement”) to amend (1) the Series B-1 Convertible Preferred Stock Purchase Agreement (the “Casdin Purchase Agreement”), dated as of January 23, 2022, by and between the Company, Casdin Private Growth Equity Fund II, L.P. and Casdin Partners Master Fund, L.P. (collectively, “Casdin”) and (2) the Series B-2 Convertible Preferred Stock Purchase Agreement (the “Viking Purchase Agreement”), dated as of January 23, 2022, by and between the Company, Viking Global Opportunities Illiquid Investments Sub-Master LP and Viking Global Opportunities Drawdown (Aggregator) LP (collectively, “Viking”) (collectively, the Casdin Purchase Agreement and Viking Purchase Agreement, the “Purchase Agreements”).
The Letter Agreement provides that (i) the Company shall adjourn the Special Meeting (as defined below) until 9 a.m., San Francisco time, on April 1, 2022, and (ii) the parties agree that the Company and Casdin shall terminate the Casdin Purchase Agreement, and that the Company and Viking shall terminate the Viking Purchase Agreement, as applicable, pursuant to Section 8.1(d) of each Purchase Agreement in the event that the Requisite Stockholder Approval (as defined in the Purchase Agreements) is not obtained at the adjourned Special Meeting.
The foregoing summary of the Letter Agreement is qualified in its entirety by the text of the Letter Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated by reference into this Item 1.01.
ITEM 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS
The Company’s special meeting of its stockholders (the “Special Meeting”), originally scheduled for March 25, 2022 at 9 a.m., Pacific time, was adjourned, without conducting any business except as described below, to 12:00 p.m., Pacific time on the same day and at the same location. At that time, the Special Meeting was again adjourned, without conducting any business except as described below, to 9 a.m., Pacific time, on April 1, 2022, and will be held at the Genesis SSF Performing Arts Center, located at 1 Tower Place, South San Francisco, California 94080.
The sole proposal presented at both times of the Special Meeting was a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies. In each case, the Company’s stockholders approved the Adjournment Proposal. The voting results were as follows in both cases:
| Votes For | Votes Against | Votes Abstained | ||
| 58,261,792 | 2,275,789 | 177,055 |
Item 8.01. Other Events.
On March 25, 2022, the Company issued a press release regarding the adjournment of the Special Meeting. On March 28, 2022, the Company issued a press release regarding its entry into the letter agreement. The press releases are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Letter Agreement dated March 25, 2022 | |
| 99.1 | Fluidigm Corporation Press Release dated March 25, 2022. | |
| 99.2 | Fluidigm Corporation Press Release dated March 28, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FLUIDIGM CORPORATION | ||||||
| Date: March 28, 2022 | By: | /s/ Nicholas Khadder | ||||
| Nicholas Khadder | ||||||
| Senior Vice President, General Counsel, and Secretary | ||||||