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United States securities and exchange commission logo
May 17, 2024
Aggie Gallagher
General Counsel
Standard BioTools Inc.
2 Tower Place, Suite 2000
South San Francisco, CA 94080
Re: Standard BioTools
Inc.
PREC14A Filed May
10, 2024
File No. 001-34180
Dear Aggie Gallagher:
We have reviewed your
filing and have the following comments.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used herein have the same meaning as in your proxy
statement.
PREC14A Filed May 10, 2024
General
1. In the first bullet
point of your stockholder letter, you refer to certain non-GAAP
measures, such as
non-GAAP gross margin. Please revise to present, with equal or
greater prominence, the
most directly comparable financial measures calculated in
accordance with GAAP
and a reconciliation between each non-GAAP measure and its
comparable GAAP
measure. See Item 10(e)(1)(i)(A)-(B) of Regulation S-K.
2. The proxy card included
with a preliminary proxy statement should be clearly identified
as a preliminary
version. Refer to Exchange Act Rule 14a-6(e)(1). Please revise.
3. On the preliminary
proxy card, you indicate that the proxy card will be voted based on the
Board of Directors
recommendations if the proxy card does not specify voting directions.
Please revise to
clarify whether you are describing an entirely unmarked, but signed proxy
card, or one that is
signed and marked as to other matters but not marked as to the
particular proposal
addressed in your disclosure.
Aggie Gallagher
Standard BioTools Inc.
May 17, 2024
Page 2
4. On the preliminary proxy card, please consider visually separating the
instructions for
Proposal 1 from the text of the proposal (i.e., the first sentence) to
avoid confusion.
General Information, page 1
5. On pages 5 and 7 of the proxy statement, you indicate that broker
non-votes will be
counted for determining whether a quorum exists at the Annual Meeting.
Please revise
this disclosure to clarify that a beneficial holder s shares will
not be counted for the
purposes of determining quorum at the Annual Meeting if a broker
provides Madryn s
proxy materials to the beneficial holder and such beneficial holder
does not provide any
voting instructions to the broker.
6. Please revise the disclosure under question 32 to disclose the
deadline required by
Exchange Act Rule 14a-5(e)(4).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 and Daniel
Duchovny at
202-551-3619.
FirstName LastNameAggie Gallagher Sincerely,
Comapany NameStandard BioTools Inc.
Division of
Corporation Finance
May 17, 2024 Page 2 Office of Mergers
& Acquisitions
FirstName LastName