STANDARD BIOTOOLS INC. SEC Filings

Standard BioTools Inc. has a significant shareholder reporting passive ownership on a Schedule 13G. Long Focus Capital Management, LLC and its controller, John Helmers, report beneficial ownership of 23,500,000 shares of Standard BioTools common stock, representing 6.0% of the class as of June 30, 2026. They hold no sole voting or dispositive power, but have shared voting and shared dispositive power over these shares pursuant to investment management agreements with their clients, on whose behalf the securities were purchased. No single client is said to own more than 5% of the outstanding common stock.

Standard BioTools Inc. reported slightly lower continuing revenue but a sharp swing to profitability for the six months ended June 30, 2026, largely from divesting its SomaScan Business. Continuing operations generated $41.3 million of revenue, down 2% year over year, with gross margin improving to 53%.

Operating expenses from continuing operations fell 20% to $59.7 million as research and development and selling, general and administrative costs were reduced following prior restructuring, although transaction and integration expenses tied to strategic deals rose to $14.7 million. Continuing operations still posted a net loss of $36.2 million. Including discontinued operations, net income reached $100.3 million, driven by a $172.3 million pre-tax gain on the January 2026 sale of the SomaScan Business to Illumina, which provided $388.2 million of net cash. Cash, cash equivalents and restricted cash rose to $272.1 million, with additional short- and long-term investments of $273.0 million and total liabilities of $87.2 million, leaving the company in a strong net cash position.

Strategically, the company agreed to an all-stock merger with Treeline Biosciences expected to close in the second half of 2026, with Treeline treated as the accounting acquirer and existing Standard BioTools stockholders projected to own about 16% of the combined company. Stockholders are expected to receive contingent value rights tied to monetizing the remaining mass cytometry and microfluidics businesses and certain investments. Subsequent to quarter-end, the company arranged a sale of its mass cytometry business for up to $10.0 million of primarily non-cash consideration and secured a $30.0 million cash settlement from Illumina for terminating earnout and royalty arrangements, which is expected to add a further gain in the third quarter of 2026.

Standard BioTools Inc. reported second quarter 2026 revenue of $20.1 million, down 7.6% year-over-year, with product revenue of $14.5 million and services and other revenue of $5.6 million. Gross margin improved to 52.4%, and non-GAAP gross margin reached 56.3%.

Operating expenses were $35.9 million, including $14.7 million of transaction costs and $2.8 million of restructuring charges, resulting in an operating loss of $25.4 million and a net loss from continuing operations of $21.5 million, or $0.06 per share. Adjusted EBITDA loss narrowed to $2.5 million from $16.1 million a year earlier, reflecting a 50% reduction in non-GAAP operating expenses. Cash, cash equivalents, restricted cash, and short- and long-term investments totaled $541.1 million, up from $227.9 million a year earlier, supported by proceeds from a business sale. The company highlighted progress toward a planned merger with Treeline Biosciences, an agreement to sell its Mass Cytometry business, and Illumina’s early buyout of $30 million of contingent payments, and it withdrew its full year 2026 revenue outlook due to the pending merger.

STANDARD BIOTOOLS INC. President & CEO Michael Egholm reported a tax-withholding disposition of 362,625 shares of common stock on August 3, 2026 at $0.868 per share. The shares were withheld to satisfy tax obligations triggered by vesting restricted stock units granted on August 1, 2025. After this transaction, Egholm directly owns 6,235,331 common shares.

BlackRock, Inc. reports its beneficial ownership of common stock of Standard BioTools Inc. BlackRock and specified reporting business units hold 7,911,347 shares, representing 2.0% of the outstanding common stock.

BlackRock has sole voting and sole dispositive power over all 7,911,347 shares, with no shared voting or dispositive power. The filing notes that various underlying clients may receive dividends or sale proceeds, but no single client holds more than five percent of the company’s total outstanding common shares.

Standard BioTools Inc. is moving forward with the planned divestiture of its mass cytometry business to Multiplex Bio Inc. and has filed the full Share and Asset Purchase Agreement governing the transaction. The deal is structured as a combined share and asset sale in which Multiplex Bio will acquire the equity of specified subsidiaries and a defined set of operating assets, while assuming designated liabilities tied to the mass cytometry operations.

The agreement sets a base cash-and-working-capital–style purchase price mechanism with a stated closing payment of $5,000,000, subject to cash, debt, working capital and transaction-expense adjustments, and provides for potential additional consideration linked to future outcomes. Consideration is to be paid via a seller note. Standard BioTools retains its microfluidics business and other non-transferred assets, and keeps specified liabilities, including taxes for pre-closing periods and transaction expenses. The report also reiterates extensive forward-looking risk disclosures around completing both the mass cytometry sale and the separate Treeline Biosciences transaction, including the need for shareholder approvals, satisfaction of closing conditions, potential competing offers, termination fees, litigation risk, and continued Nasdaq listing.

Standard BioTools Inc. filed an amended current report to add as an exhibit the Share and Asset Purchase Agreement with Multiplex Bio Inc., dated July 28, 2026, covering the planned sale of its mass cytometry business. The company emphasizes that representations and warranties in this agreement were negotiated solely between the parties to allocate contractual risk and are not intended as factual disclosures for investors.

The report also includes extensive forward-looking statements about the proposed disposition of the mass cytometry business, the separate Treeline transaction, and a potential disposition of the Microfluidics business. It outlines risks such as failure to obtain stockholder approvals, failure to satisfy closing conditions, possible termination events (including potential termination fees), competing proposals for the Treeline business, management distraction, stockholder litigation, Nasdaq listing risks, and uncertainties around Treeline’s product development and clinical timelines. Standard BioTools references its Form S-4 registration statement filed July 20, 2026 and future proxy materials, and states that investors and stockholders are urged to read those documents and related SEC filings before voting on the proposed transactions.

Standard BioTools Inc. plans to sell its Mass Cytometry business, including CyTOF, Hyperion and next‑generation multiplex product lines, to Multiplex Bio, a founder‑owned private company led by advanced imaging industry veterans. The buyer intends to maintain full continuity of operations, including customer relationships, most of the team, and existing service and maintenance commitments.

The parties expect the Mass Cytometry disposition to close by the end of 2026, substantially concurrently with the separate Treeline transaction, and after obtaining Standard BioTools’ shareholder approval. Following closing, there is a planned three‑month transition period. Management emphasizes employee transition planning, individual HR notifications and ongoing communication.

Multiplex Bio outlines a strategy to restart Theia to improve mass cytometry form factor, expand services for spatial proteomics researchers, launch end‑to‑end imaging‑to‑analysis software, and reposition the brand toward solution‑oriented marketing. Extensive forward‑looking statement and risk disclosures highlight potential closing, regulatory, operational and litigation risks for both the Mass Cytometry sale and the Treeline transaction.

Standard BioTools Inc. entered into two major transactions tied to its pending merger with Treeline Biosciences. First, Illumina paid approximately $30 million in cash to fully buy out the 2026 earnout and all royalty and license obligations from Illumina’s acquisition of the SomaLogic business, in exchange for termination and broad waivers under the related agreements.

Second, the company agreed to sell its mass cytometry business to Multiplex Bio Inc. for an aggregate purchase price of $5 million, payable via a five-year, 6% promissory note, plus potential additional consideration of $5 million if Multiplex Bio completes a qualifying sale within ten years. The buyer must use reasonable best efforts to secure an external working capital facility; if it cannot, Standard BioTools will provide a working capital loan of up to $10 million at closing. Closing of the sale is subject to customary conditions, approval by Standard BioTools stockholders, and completion of the Treeline merger, with outside dates and a potential $1 million termination fee.