FLUIDIGM CORP: Entry into Material Definitive Agreement, Change of Directors or Principal Officers, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement

At March 29, 2022, Fluidigm Company (the “Company”) has entered into a support agreement (the “Agreement”) with Caligan Partners LP and each of the other persons and entities listed on the signature pages of the Agreement (collectively, the “Caligan GroupAmong other matters, the Agreement provides that upon completion of the Transactions (as defined below) (i) the Company will increase the size of its board of directors (the “Board”) to eight and appoint Dr. Frank Witney to the board of directors to serve as a Class III director with a term expiring at the company’s 2022 annual meeting of shareholders, (ii) the special meeting of shareholders of the company called to consider the transactions (including any adjournment, postponement or other delay thereof), members of the Caligan Group cause all applicable securities of the Company which are beneficially owned by members of the Caligan Group
be (a) present for quorum purposes; and (b) voted in the manner recommended by the Board on all proposals, (iii) the Company shall appoint Dr. Witney for election at the 2022 Annual Meeting of Shareholders and to recommend, support and solicit proxies for his election, and (iv) certain status quo restrictions to which the Caligan Group is subject will end.

The above summary of the Agreement does not purport to be complete and is subject to and qualified in its entirety by the full text of the Agreement, which is attached as Schedule 10.1 and incorporated herein by reference.

Section 5.02. Departure of directors or certain managers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

Election of new directors

Under the agreement, the March 28, 2022on the recommendation of Nominating and Corporate Governance Committee of the Board, the Board appointed Franklin R. Witney to serve as a member of the Board until his successor is duly elected and qualified, or until his death, resignation or removal from office, such appointment to be contingent upon and effective upon completion of the transactions (the “Transactions “) contemplated by (1) the Series B-1 Convertible Preferred Share Purchase Agreement (the “Casdin Purchase Agreement”), dated January 23, 2022by and between the Company, Casdin Private Growth Equity Fund II, LP and Casdin Partners Master Fund, LP (collectively, “Casdin”) and (2) the Series B-2 Convertible Preferred Stock Purchase Agreement (the “Viking Purchase Agreement”), dated
January 23, 2022by 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 the Viking Purchase Agreement, the “Purchase Agreements”).

Dr. Witney68 years old, was an operational partner at Ampersand Capital Partnersa private equity firm, since September 2016. From July 2011 for March 2016, Dr. Witney served as President and Chief Executive Officer of Affymetrix, Inc.a provider of life science and molecular diagnostic products, up to Affymetrix, Inc. was acquired by Thermo Fisher Scientific Inc. April 2009 for May 2011, Dr. Witney served as President and Chief Executive Officer of
Dionex Corporation, a supplier of analytical instruments and accessories and related chemicals. From December 2008 for April 2009, Dr. Witney served as by Affymetrix Executive Vice President and Chief Commercial Officer. From July 2002 for December 2008, Dr. Witney served as President and Chief Executive Officer of Panomics Inc. Dr. Witney currently serves on the board of directors of PerkinElmer Inc., CODEX DNA and Cerus Corporation. He has previously served on the boards of Gyroscopic Protein Technologies, RareCyte Inc.GeneOptx and Canopy Bioscience. Dr. Witney earned a BS in Microbiology from the University of Illinois and a master’s degree in microbiology and a doctorate in molecular and cellular biology from Indiana University.

Dr. Witney has not been involved in any transaction with a related person within the meaning of Section 404(a) of Regulation SK promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and should be disclosed here. Other than as provided in the Agreement, there are no arrangements or agreements under which Dr. Witney was elected director.

As part of his appointment to the Board of Directors, Dr. Witney will enter into the Company’s standard form of indemnification agreement pursuant to which the Company will indemnify him for certain actions taken in his capacity as director. A copy of the Company’s indemnity agreement form has been filed with the Security and Exchange Commission to January 28, 2011 as Exhibit 10.1 to Amendment No. 3 to the Registration Statement on Form S-1 and is incorporated herein in its entirety by reference.

As a non-salaried director and subject to Dr. Witney join the Board as soon as the Transactions are completed, Dr. Witney participate in the Company’s compensation program applicable to all non-employee directors, in accordance

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with the Company’s non-employee director compensation program, as may be amended from time to time. A description of the Company’s cash and equity compensation program for non-employee executives is contained in the section titled “Non-Employee Executive Compensation – Compensation Policy”, in the Company’s definitive proxy statement. dated April 14, 2021which is incorporated herein by reference.

The information contained in Section 1.01 of this Current Report on Form 8-K regarding the Agreement is incorporated herein by reference.

At March 29, 2022the Company issued a press release announcing the Agreement and Dr. Witney appointment to the board of directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Section 5.02 by reference.

Item 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exhibit No.       Description

10.1                Support Agreement, dated March 29, 2022, by and among Fluidigm
                  Corporation and Caligan Partners LP and certain of its affiliates

99.1                Press release dated March 29, 2022

104               Cover Page Interactive Data File (embedded within the Inline XBRL

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