SC 13D/A 1 p23-1919sc13da.htm STANDARD BIOTOOLS, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 

Standard BioTools, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

34385P108

(CUSIP Number)
 
David Johnson
Caligan Partners LP
515 Madison Avenue, 8th Floor
New York, NY 10022
(646) 859-8204
 
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

July 3, 2023

(Date of Event Which Requires Filing of This Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 5 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 34385P108SCHEDULE 13D/APage 2 of 5 Pages

 

1

NAME OF REPORTING PERSON

Caligan Partners LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

7,797,454 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

7,797,454 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

7,797,454 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%

14

TYPE OF REPORTING PERSON

IA, PN

         

 

 

CUSIP No. 34385P108SCHEDULE 13D/APage 3 of 5 Pages

 

 

1

NAME OF REPORTING PERSON

David Johnson

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

7,797,454 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

7,797,454 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

7,797,454 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.9%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 34385P108SCHEDULE 13D/APage 4 of 5 Pages

 

 

The following constitutes Amendment No. 6 (this "Amendment No. 6") to the Schedule 13D filed by the undersigned on May 10, 2021 with respect to the Common Stock of the Issuer (the "Original Schedule 13D", as amended from time to time, the "Schedule 13D"). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.  Capitalized terms used herein not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D.  This Amendment No. 6 amends Items 4 and 5(a) – (c) as set forth below.

 

Item 4. PURPOSE OF TRANSACTION
 
  Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
 

On July 3, 2023, Caligan, on behalf of the Caligan Fund and certain of the Caligan Accounts, effected a pro rata in-kind distribution of an aggregate of 670,466 shares of Common Stock in a Share Distribution. On June 29, 2023, Caligan and a certain Caligan Account terminated an investment management agreement pursuant to which Caligan previously held investment and voting discretion with respect to 108,879 shares of Common Stock. The Reporting Persons remain supportive of the management and strategy of the Issuer, believe the Issuer is still undervalued and represents an attractive investment opportunity, and may, depending on various factors, including market conditions, increase their beneficial ownership of the Common Stock in the future.

     

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Items 5(a) - (c) of the Schedule 13D are hereby amended and restated as follows:
   
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of and percentages of the shares of Common Stock beneficially owned by each Reporting Person.  The percentages set forth in this Schedule 13D are based upon 78,384,944 shares of Common Stock outstanding as of May 8, 2023, as reported in the Issuer's Quarterly Report for the quarterly period ended March 31, 2023 on Form 10-Q, filed with the Securities and Exchange Commission on May 9. 2023.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) Other than the Share Distribution, there have been no transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty (60) days.

 

CUSIP No. 34385P108SCHEDULE 13D/APage 5 of 5 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 3, 2023

  CALIGAN PARTNERS LP
   
   
  By: /s/ David Johnson
  Name: David Johnson
  Title: Partner
   
   
  /s/ David Johnson
  DAVID JOHNSON