[10-Q] Standard BioTools Inc. Quarterly Earnings Report
Standard BioTools (LAB) disclosed classification and accounting for the previously announced sale of its SomaScan Business as a discontinued operation. The agreed sale proceeds total $350.0 million plus estimated contingent consideration with an estimated fair value of $396.9 million; the fair value of consideration transferred in the Merger was reported as $444.2 million, and the company recognized a $25.2 million bargain purchase gain. The company allocated $111.9 million of goodwill (100% of total goodwill) to the discontinued operations based on relative fair value, and $30.0 million of deferred revenue related to a Collaboration Agreement was excluded from the disposal group. Management performed recoverability testing on remaining long-lived assets and did not recognize impairment for the periods presented. The filing also discloses continued investments in R&D and commercial infrastructure, a share repurchase authorization up to 50.0 million common shares through March 1, 2026, and maintenance of a valuation allowance against U.S. deferred tax assets.
Standard BioTools (LAB) ha classificato e contabilizzato la vendita della sua SomaScan Business, annunciata in precedenza, come attività cessata. Il corrispettivo concordato ammonta a $350.0 milioni più una componente condizionata stimata con fair value di $396.9 milioni; il valore equo della controprestazione trasferita nella Fusione è stato riportato pari a $444.2 milioni, e la società ha rilevato un utile da acquisto vantaggioso di $25.2 milioni. La società ha attribuito $111.9 milioni di avviamento (100% dell’avviamento totale) alle attività cessate sulla base del valore equo relativo, e ha escluso dal gruppo di dismissione $30.0 milioni di ricavi differiti relativi a un Accordo di Collaborazione. La direzione ha eseguito test di recuperabilità sulle attività a lungo termine residue e non ha rilevato svalutazioni nei periodi presentati. Il deposito segnala inoltre continui investimenti in R&S e nella struttura commerciale, un’autorizzazione al riacquisto di azioni ordinarie fino a 50.0 milioni fino al 1 marzo 2026, e il mantenimento di una riserva di valutazione sulle attività fiscali differite statunitensi.
Standard BioTools (LAB) ha registrado la clasificación y contabilización de la venta previamente anunciada de su negocio SomaScan como operación discontinuada. El precio de venta acordado asciende a $350.0 millones más una contraprestación contingente estimada con un valor razonable de $396.9 millones; el valor razonable de la contraprestación transferida en la Fusión se informó en $444.2 millones, y la compañía reconoció una ganancia por compra ventajosa de $25.2 millones. La compañía asignó $111.9 millones de plusvalía (100% de la plusvalía total) a las operaciones discontinuadas según el valor razonable relativo, y excluyó del grupo en disposición $30.0 millones de ingresos diferidos relacionados con un Acuerdo de Colaboración. La dirección realizó pruebas de recuperabilidad sobre los activos a largo plazo restantes y no reconoció deterioro en los periodos presentados. La presentación también revela inversiones continuas en I+D y en la infraestructura comercial, una autorización para recomprar hasta 50.0 millones de acciones ordinarias hasta el 1 de marzo de 2026, y el mantenimiento de una provisión por valoración contra activos fiscales diferidos en EE. UU.
Standard BioTools (LAB)는 이전에 발표한 SomaScan 사업 매각을 중단영업(discontinued operation)으로 분류하여 회계 처리했다고 공시했습니다. 합의된 매각 대금은 $350.0백만과 공정가치가 $396.9백만으로 추정되는 잠정대가가 포함되며; 합병에서 이전된 대가의 공정가치는 $444.2백만으로 보고되었고, 회사는 $25.2백만의 우발적 횡재이익(bargain purchase gain)을 인식했습니다. 회사는 상대적 공정가치에 따라 총 영업권의 100%에 해당하는 $111.9백만의 영업권을 중단영업에 배분했으며, 협력계약 관련 $30.0백만의 선수수익은 처분 그룹에서 제외했습니다. 경영진은 잔여 장기자산에 대해 회수가능성 테스트를 수행했고, 공시기간 동안 손상은 인식하지 않았습니다. 공시문은 또한 연구개발 및 영업 인프라에 대한 지속적 투자, 2026년 3월 1일까지 보통주 최대 50.0백만주에 대한 자사주 매입 승인, 그리고 미국 이연법인세자산에 대한 평가충당금 유지도 밝히고 있습니다.
Standard BioTools (LAB) a communiqué la classification et la comptabilisation de la vente précédemment annoncée de son activité SomaScan en tant qu'exploitation abandonnée. Le produit de la vente convenu s'élève à 350,0 M$ plus une contrepartie conditionnelle estimée dont la juste valeur est de 396,9 M$ ; la juste valeur des contreparties transférées lors de la fusion a été déclarée à 444,2 M$, et la société a enregistré un gain d'achat avantageux de 25,2 M$. La société a imputé 111,9 M$ de goodwill (100 % du goodwill total) aux activités abandonnées sur la base de la juste valeur relative, et a exclu du groupe à céder 30,0 M$ de produits constatés d'avance liés à un accord de collaboration. La direction a réalisé des tests de recouvrabilité sur les actifs à long terme restants et n'a pas constaté d'impairment pour les périodes présentées. Le dépôt révèle également des investissements continus en R&D et en infrastructure commerciale, une autorisation de rachat d'actions ordinaires allant jusqu'à 50,0 millions d'actions jusqu'au 1er mars 2026, et le maintien d'une provision pour dépréciation des actifs d'impôts différés américains.
Standard BioTools (LAB) hat die Klassifizierung und Bilanzierung des zuvor angekündigten Verkaufs ihres SomaScan-Geschäfts als aufgegebenen Geschäftsbereich bekanntgegeben. Der vereinbarte Verkaufserlös beträgt $350,0 Millionen zuzüglich geschätzter bedingter Gegenleistungen mit einem geschätzten beizulegenden Zeitwert von $396,9 Millionen; der beizulegende Zeitwert der im Zusammenschluss übertragenen Gegenleistung wurde mit $444,2 Millionen angegeben, und das Unternehmen verbuchte einen Vorteilsgewinn (bargain purchase gain) von $25,2 Millionen. Das Unternehmen hat $111,9 Millionen Goodwill (100 % des gesamten Goodwills) basierend auf dem relativen beizulegenden Zeitwert auf die aufgegebenen Geschäftsbereiche verteilt und $30,0 Millionen an abgegrenzten Umsatzerlösen im Zusammenhang mit einer Kooperationsvereinbarung aus der Veräußerungsgruppe ausgeschlossen. Das Management führte Werthaltigkeitsprüfungen für verbleibende langfristige Vermögenswerte durch und erkannte für die dargestellten Perioden keine Wertminderungen. Die Einreichung nennt außerdem weiterhin Investitionen in F&E und Vertriebsinfrastruktur, eine Genehmigung zum Rückkauf von bis zu 50,0 Millionen Stammaktien bis zum 1. März 2026 sowie die Aufrechterhaltung eines Bewertungswertberichts gegenüber US-amerikanischen latenten Steueransprüchen.
- $25.2 million bargain purchase gain recognized on the Merger
- $111.9 million of goodwill allocated to discontinued operations indicating clear carve-out valuation
- No impairment of remaining long-lived assets after recoverability testing
- Purchase accounting finalized with no measurement-period adjustments
- $30.0 million of deferred revenue related to the Collaboration Agreement was not transferred with the disposal group
- 100% valuation allowance maintained on U.S. deferred tax assets, indicating tax asset realization concerns
- Transaction-related risks noted: employee uncertainty, potential vendor disruptions, and management distraction
Insights
TL;DR: Sale of SomaScan materially reshapes the business and produced a $25.2M bargain gain, with 100% of goodwill allocated to discontinued operations.
The transaction removes the SomaScan business from continuing operations and generated a recognized bargain purchase gain of $25.2 million. The company assigned $111.9 million of goodwill to discontinued operations because the disposal group's fair value (sale proceeds plus contingent consideration) exceeded enterprise value. Management excluded $30.0 million of deferred revenue from the disposal group because obligations will settle at closing. Recoverability testing of remaining long-lived assets showed no impairment. The filing signals ongoing investment in R&D and commercial build-out alongside a substantial share repurchase authorization. These are material accounting and capital allocation actions that affect comparability of ongoing operating results.
TL;DR: The divestiture includes significant contingent consideration and a finalized purchase accounting with no subsequent measurement-period adjustments.
Purchase accounting was finalized as of December 31, 2024, with no measurement-period adjustments recorded after closing. The contingent consideration fair value was estimated via Monte Carlo simulation and materially increases the disposal-group valuation. Allocation of all goodwill to the divested unit and recognition of a bargain purchase gain indicate the transaction terms produced proceeds above the market-implied enterprise value. The exclusion of certain collaboration-related deferred revenue from the disposal group highlights retained settlement obligations. The disclosed operational risks around the transaction (employee retention, supplier relationships, management focus) are typical and relevant for post-close integration and remaining-business execution.
Standard BioTools (LAB) ha classificato e contabilizzato la vendita della sua SomaScan Business, annunciata in precedenza, come attività cessata. Il corrispettivo concordato ammonta a $350.0 milioni più una componente condizionata stimata con fair value di $396.9 milioni; il valore equo della controprestazione trasferita nella Fusione è stato riportato pari a $444.2 milioni, e la società ha rilevato un utile da acquisto vantaggioso di $25.2 milioni. La società ha attribuito $111.9 milioni di avviamento (100% dell’avviamento totale) alle attività cessate sulla base del valore equo relativo, e ha escluso dal gruppo di dismissione $30.0 milioni di ricavi differiti relativi a un Accordo di Collaborazione. La direzione ha eseguito test di recuperabilità sulle attività a lungo termine residue e non ha rilevato svalutazioni nei periodi presentati. Il deposito segnala inoltre continui investimenti in R&S e nella struttura commerciale, un’autorizzazione al riacquisto di azioni ordinarie fino a 50.0 milioni fino al 1 marzo 2026, e il mantenimento di una riserva di valutazione sulle attività fiscali differite statunitensi.
Standard BioTools (LAB) ha registrado la clasificación y contabilización de la venta previamente anunciada de su negocio SomaScan como operación discontinuada. El precio de venta acordado asciende a $350.0 millones más una contraprestación contingente estimada con un valor razonable de $396.9 millones; el valor razonable de la contraprestación transferida en la Fusión se informó en $444.2 millones, y la compañía reconoció una ganancia por compra ventajosa de $25.2 millones. La compañía asignó $111.9 millones de plusvalía (100% de la plusvalía total) a las operaciones discontinuadas según el valor razonable relativo, y excluyó del grupo en disposición $30.0 millones de ingresos diferidos relacionados con un Acuerdo de Colaboración. La dirección realizó pruebas de recuperabilidad sobre los activos a largo plazo restantes y no reconoció deterioro en los periodos presentados. La presentación también revela inversiones continuas en I+D y en la infraestructura comercial, una autorización para recomprar hasta 50.0 millones de acciones ordinarias hasta el 1 de marzo de 2026, y el mantenimiento de una provisión por valoración contra activos fiscales diferidos en EE. UU.
Standard BioTools (LAB)는 이전에 발표한 SomaScan 사업 매각을 중단영업(discontinued operation)으로 분류하여 회계 처리했다고 공시했습니다. 합의된 매각 대금은 $350.0백만과 공정가치가 $396.9백만으로 추정되는 잠정대가가 포함되며; 합병에서 이전된 대가의 공정가치는 $444.2백만으로 보고되었고, 회사는 $25.2백만의 우발적 횡재이익(bargain purchase gain)을 인식했습니다. 회사는 상대적 공정가치에 따라 총 영업권의 100%에 해당하는 $111.9백만의 영업권을 중단영업에 배분했으며, 협력계약 관련 $30.0백만의 선수수익은 처분 그룹에서 제외했습니다. 경영진은 잔여 장기자산에 대해 회수가능성 테스트를 수행했고, 공시기간 동안 손상은 인식하지 않았습니다. 공시문은 또한 연구개발 및 영업 인프라에 대한 지속적 투자, 2026년 3월 1일까지 보통주 최대 50.0백만주에 대한 자사주 매입 승인, 그리고 미국 이연법인세자산에 대한 평가충당금 유지도 밝히고 있습니다.
Standard BioTools (LAB) a communiqué la classification et la comptabilisation de la vente précédemment annoncée de son activité SomaScan en tant qu'exploitation abandonnée. Le produit de la vente convenu s'élève à 350,0 M$ plus une contrepartie conditionnelle estimée dont la juste valeur est de 396,9 M$ ; la juste valeur des contreparties transférées lors de la fusion a été déclarée à 444,2 M$, et la société a enregistré un gain d'achat avantageux de 25,2 M$. La société a imputé 111,9 M$ de goodwill (100 % du goodwill total) aux activités abandonnées sur la base de la juste valeur relative, et a exclu du groupe à céder 30,0 M$ de produits constatés d'avance liés à un accord de collaboration. La direction a réalisé des tests de recouvrabilité sur les actifs à long terme restants et n'a pas constaté d'impairment pour les périodes présentées. Le dépôt révèle également des investissements continus en R&D et en infrastructure commerciale, une autorisation de rachat d'actions ordinaires allant jusqu'à 50,0 millions d'actions jusqu'au 1er mars 2026, et le maintien d'une provision pour dépréciation des actifs d'impôts différés américains.
Standard BioTools (LAB) hat die Klassifizierung und Bilanzierung des zuvor angekündigten Verkaufs ihres SomaScan-Geschäfts als aufgegebenen Geschäftsbereich bekanntgegeben. Der vereinbarte Verkaufserlös beträgt $350,0 Millionen zuzüglich geschätzter bedingter Gegenleistungen mit einem geschätzten beizulegenden Zeitwert von $396,9 Millionen; der beizulegende Zeitwert der im Zusammenschluss übertragenen Gegenleistung wurde mit $444,2 Millionen angegeben, und das Unternehmen verbuchte einen Vorteilsgewinn (bargain purchase gain) von $25,2 Millionen. Das Unternehmen hat $111,9 Millionen Goodwill (100 % des gesamten Goodwills) basierend auf dem relativen beizulegenden Zeitwert auf die aufgegebenen Geschäftsbereiche verteilt und $30,0 Millionen an abgegrenzten Umsatzerlösen im Zusammenhang mit einer Kooperationsvereinbarung aus der Veräußerungsgruppe ausgeschlossen. Das Management führte Werthaltigkeitsprüfungen für verbleibende langfristige Vermögenswerte durch und erkannte für die dargestellten Perioden keine Wertminderungen. Die Einreichung nennt außerdem weiterhin Investitionen in F&E und Vertriebsinfrastruktur, eine Genehmigung zum Rückkauf von bis zu 50,0 Millionen Stammaktien bis zum 1. März 2026 sowie die Aufrechterhaltung eines Bewertungswertberichts gegenüber US-amerikanischen latenten Steueransprüchen.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 13, 2025, there were
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include information concerning our possible or assumed future cash flow, revenue, sources of revenue and results of operations, cost of product revenue and product margin, operating and other expenses, unit sales and the selling prices of our products, timing of shipments, business strategies, financing plans, expansion of our business, investments to expand our customer base, plans for our products, competitive position, industry environment, anticipated National Institutes of Health funding pressures, the expected effect from U.S. export controls and tariffs, potential growth opportunities, market growth expectations, the effects of competition, cost structure optimization, acceleration of growth, potential merger and acquisition activity and restructuring plans (including expense reduction activities, modifications to the scope of our proteomic and genomics businesses, discontinuing of certain product lines), our expectations regarding the benefits and integration of acquired businesses and/or products, and the transaction with Illumina, Inc. (“Illumina”), including with respect to matters of timing, regulatory approval and other closing conditions, and the anticipated financial impact related thereto. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts, “projects,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.
Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in the “Risk Factors” section our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025 (the “Annual Report”) and this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect.
Standard BioTools, the Standard BioTools logo, Fluidigm®, the Fluidigm logo, 48.Atlas™, Access Array™, Advanta™, Advanta EASE™, Atlas™, Biomark™, “Bringing new insights to life”™, C1™, Callisto™, Cell-ID™, CyTOF®, CyTOF XT™, the CyTOF XT logo, D3™, Delta Gene™, Direct™, Digital Array™, Dynamic Array™, EP1™, EQ™, FC1™, Flex Six™, Flow Conductor™, FluiDesign™, Helios™, High-Precision 96.96 Genotyping™, HTI™, Hyperion™, Hyperion+™, IMC™, Imaging Mass Cytometry™, Immune Profiling Assay™, Juno™, Maxpar®, MCD™, MSL®, Nanoflex™, Open App™, Pathsetter™, Polaris™, qdPCR 37K™, Script Builder™, Script Hub™, Singular™, SNP Trace™, SNP Type™, “Unleashing tools to accelerate breakthroughs in human health”™, X9™ Real Time PCR System, Xgrade™, SomaLogic®, SomaScan®, SOMAmer®, SomaSignal®, Power by SomaLogic™, DataDelve™, KREX™, Sengenics™, i-Ome™, OncoREX™, and Cardio DM™ are trademarks or registered trademarks of Standard BioTools Inc. or its affiliates in the United States and/or other countries. Other service marks, trademarks and trade names referred to in this Quarterly Report on Form 10-Q are the property of their respective owners. We do not use the ® or ™ symbol in each instance in which one of our trademarks appears in this report, but this should not be construed as any indication that we will not assert our rights thereto to the fullest extent under applicable law.
STANDARD BIOTOOLS INC.
TABLE OF CONTENTS
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (unaudited) |
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Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 |
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Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 |
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Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2025 and 2024 |
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Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2025 and 2024 |
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Condensed Consolidated Statements of Cash Flows for six months ended June 30, 2025 and 2024 |
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Notes to Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. |
Controls and Procedures |
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PART II. |
OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. |
Defaults Upon Senior Securities |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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EXHIBIT LIST |
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SIGNATURES |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
STANDARD BIOTOOLS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
(Unaudited)
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December 31, |
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2025 |
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2024 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Short-term investments |
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Accounts receivable, net |
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Inventory |
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Current assets held for sale |
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Property and equipment, net |
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Non-current assets held for sale |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Accounts payable |
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Operating lease liabilities, current |
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Deferred revenue, current |
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Deferred grant income, current |
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Current liabilities held for sale |
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Total current liabilities |
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|
|
|
|
||
Convertible notes, non-current |
|
|
|
|
|
|
||
Deferred tax liability |
|
|
|
|
|
|
||
Operating lease liabilities, non-current |
|
|
|
|
|
|
||
Deferred revenue, non-current |
|
|
|
|
|
|
||
Deferred grant income, non-current |
|
|
|
|
|
|
||
Other non-current liabilities |
|
|
|
|
|
|
||
Non-current liabilities held for sale |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Stockholders’ equity: |
|
|
|
|
|
|
||
Preferred stock: $ |
|
|
|
|
|
|
||
Common stock: $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
|
|
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Treasury stock at cost: |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ equity |
|
|
|
|
|
|
||
Total liabilities and stockholders’ equity |
|
$ |
|
|
$ |
|
||
See accompanying notes
1
STANDARD BIOTOOLS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Services and other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of product revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of services and other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring and related charges |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transaction and integration expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from continuing operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Bargain purchase gain |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income (expense), net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Loss from continuing operations before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax benefit (expense) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net loss from continuing operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from discontinued operations, net of tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Induced conversion of redeemable preferred stock |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Net loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share from continuing operations, basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share from discontinued operations, basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share attributable to common stockholders, basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Shares used in computing net loss per share attributable to common stockholders, basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes
2
STANDARD BIOTOOLS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net change in unrealized gain (loss) on investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive income (loss), net of tax |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See accompanying notes
3
STANDARD BIOTOOLS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(In thousands)
(Unaudited)
|
|
Common Stock |
|
|
Additional |
|
|
Accum. |
|
|
Accum. |
|
|
Treasury Stock |
|
|
Total |
|
||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Comp. Loss |
|
|
Deficit |
|
|
Shares |
|
|
Amount |
|
|
(Deficit) |
|
||||||||
Balance as of December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Issuance of restricted stock, net of shares withheld for taxes, and other |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance as of March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Issuance of restricted stock, net of shares withheld for taxes, and other |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Issuance of common stock under ESPP |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Exercise of stock options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance as of June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
4
|
|
Common Stock |
|
|
Additional |
|
|
Accum. |
|
|
Accum. |
|
|
Treasury Stock |
|
|
Total |
|
||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Comp. Loss |
|
|
Deficit |
|
|
Shares |
|
|
Amount |
|
|
(Deficit) |
|
||||||||
Balance as of December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|||
Conversion of redeemable preferred stock |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
||||
Issuance of restricted stock, net of shares withheld for taxes, and other |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Exercise of stock options |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Common stock relinquished in litigation settlement |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Merger consideration (1) |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance as of March 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
Issuance of restricted stock, net of shares withheld for taxes, and other |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
||
Issuance of common stock under ESPP |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Stock-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase of common stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other comprehensive income, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance as of June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
(1)
See accompanying notes
5
STANDARD BIOTOOLS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Six Months Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Bargain purchase gain |
|
|
|
|
|
(25,213 |
) |
|
Stock-based compensation expense |
|
|
|
|
|
|
||
Amortization of acquired intangible assets |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Accretion of discount on short-term investments, net |
|
|
( |
) |
|
|
( |
) |
Non-cash lease expense |
|
|
|
|
|
|
||
Provision for excess and obsolete inventory |
|
|
|
|
|
|
||
Change in fair value of warrants |
|
|
( |
) |
|
|
( |
) |
Change in fair value of contingent consideration |
|
|
( |
) |
|
|
|
|
Other non-cash items |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable, net |
|
|
( |
) |
|
|
|
|
Inventory |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued liabilities |
|
|
|
|
|
|
||
Deferred revenue |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Other liabilities |
|
|
|
|
|
( |
) |
|
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Investing activities |
|
|
|
|
|
|
||
Cash and restricted cash acquired in merger |
|
|
|
|
|
|
||
Purchases of short-term investments |
|
|
( |
) |
|
|
( |
) |
Proceeds from sales and maturities of investments |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Net cash provided by investing activities |
|
|
|
|
|
|
||
Financing activities |
|
|
|
|
|
|
||
Repayment of term loan and convertible notes |
|
|
|
|
|
( |
) |
|
Payment of term loan fee |
|
|
|
|
|
( |
) |
|
Repurchase of common stock |
|
|
|
|
|
( |
) |
|
Proceeds from ESPP stock issuance |
|
|
|
|
|
|
||
Payments for taxes related to net share settlement of equity awards and other |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
Effect of foreign exchange rate fluctuations on cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosures of cash flow information |
|
|
|
|
|
|
||
Equity consideration transferred in connection with merger (1) |
|
$ |
|
|
$ |
|
||
Cash paid for interest |
|
|
|
|
|
|
||
Cash paid for income taxes, net of refunds |
|
|
|
|
|
|
||
Purchases of property and equipment included in accounts payable |
|
|
|
|
|
|
||
Non-cash right-of-use assets and lease liabilities |
|
|
|
|
|
|
||
Asset retirement obligations |
|
|
|
|
|
|
||
(1)
See accompanying notes
6
STANDARD BIOTOOLS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
1. Basis of Presentation and Summary of Significant Accounting Policies
Description of the Business
Standard BioTools Inc. (“Standard BioTools” or the “Company”) is a Delaware corporation headquartered in South San Francisco, California.
The Company develops, manufactures and sells a diversified range of instrumentation, consumables, and services that help scientists and biomedical researchers develop better therapeutics faster. Its proprietary multi-omics tools provide unique insights into human health, immune response, and disease states across a broad range of applications, including proteomics and genomics, and other areas of translational and clinical research.
The Company works with leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide, focusing on the most pressing needs in translational and clinical research, including oncology, immunology, and immunotherapy.
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") regarding financial reporting. All intercompany transactions and balances have been eliminated in consolidation. These interim condensed consolidated financial statements and related disclosures are unaudited and have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying financial statements contain all adjustments of a normal and recurring nature, necessary for a fair statement of the Company's financial position as of June 30, 2025, results of operations for the three and six months ended June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024. The condensed consolidated balance sheet at December 31, 2024 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Certain prior period amounts have been reclassified to conform to the current period presentation.
Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2024 (the "2024 Financial Statements") included in the Company's Annual Report.
On June 22, 2025, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") with Illumina. Pursuant to the terms of the Purchase Agreement, Illumina will acquire all of the equity interests of SomaLogic, Inc. (“SomaLogic”), Sengenics Corporation LLC (“Sengenics LLC”) and Sengenics Corporation Pte Ltd (“Sengenics Pte” and together with Sengenics LLC, “Sengenics”) (such equity interests, collectively, the "Shares"), each a wholly owned subsidiary of the Company that operates the Company's aptamer-based and functional proteomics business, including KREX, Single SOMAmer, translational and diagnostic assays (collectively, the "SomaScan Business") (such transaction, the "Transaction"). The Transaction does not include the Company's mass cytometry and microfluidics businesses, which are being retained by the Company. The Transaction is expected to be completed within
Consistent with Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements, the Company classifies disposal groups as held-for-sale in the reporting period when all the held-for-sale classification criteria are met. Disposal groups held for sale are presented as discontinued operations when the disposal represents a strategic shift with a major effect on operations, and the operations and cash flows are clearly distinguishable from the rest of the entity. Upon classification as held-for-sale, assets and liabilities are presented as held-for-sale and measured at the lower of carrying value or fair value less costs to sell, and upon classification as discontinued operations, results of operations are reclassified as discontinued operations for all periods presented.
The Company determined that the SomaScan Business met the held-for-sale and discontinued operations accounting criteria in the second quarter of 2025. Accordingly, the Company has classified the results of the SomaScan Business as discontinued operations in its condensed consolidated statements of operations for all periods presented. Additionally, the assets and liabilities of the SomaScan Business are classified as held-for-sale in the condensed consolidated balance sheets. The cash flows related to discontinued
7
operations have not been segregated and are included in the condensed consolidated statements of cash flows. The discussions in these notes to the condensed consolidated financial statements relate solely to the Company's continuing operations, unless otherwise noted. For further discussion of the discontinued operations related to the SomaScan Business, refer to Note 3, Discontinued Operations.
Interim results are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.
Segment Reporting
The Company identifies operating and reportable segments based on how the chief operating decision maker ("CODM") manages the business, allocates resources, makes operating decisions and evaluates operating performance. The Company's is its CODM. The Company reassesses its operating segments when facts and circumstances suggest that there may have been a change in the way that the Company is managed.
Historically, the Company has managed its business as
The segment information presented reflects the Company's continuing operations and excludes discontinued operations. Due to the resegmentation that was implemented in the first quarter of fiscal year 2025, prior period segment results have been recast to conform to the current segment presentation. See Note 12, Segment Reporting, for more information on the new reportable segment.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosed in the accompanying notes. Actual results could differ materially from these estimates.
Significant estimates and assumptions which form the basis of amounts reported in the condensed consolidated financial statements include, but are not limited to, the identification of performance obligations in contracts with customers; standalone selling prices of the Company's performance obligations; timing of revenue recognition; fair value measurements; net realizable value of inventory; income taxes; the fair value of intangible assets acquired in business combinations; and impairment of long-lived assets (property and equipment, and operating lease right-of-use assets). The Company bases its estimates on current facts and circumstances, historical experience, forecasted results, and various other assumptions that it believes to be reasonable. The Company obtains reports from third-party valuation experts to inform and support estimates related to certain fair value measurements.
Recent Accounting Changes and Accounting Pronouncements
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The new standard is effective for fiscal years beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements.
In November 2024, FASB issued ASU 2024-03, Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), to improve disclosures about an entity's expenses. Upon adoption, we will be required to disclose in the notes to the financial statements a disaggregation of certain expense categories included within the expense captions on the face of the income statement. The new standard is effective for fiscal years beginning after December 15, 2026. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. The Company is currently assessing the effects of adoption on its consolidated financial statements.
In July 2025, FASB issued Accounting Standards Update No. 2025-05, Financial Instruments - Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient for estimating expected
8
credit losses for current accounts receivable and current contract assets. ASU 2025-05 will be effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods and should be applied prospectively. The Company is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements and related disclosures.
2. Business Combinations
SomaLogic
On January 5, 2024 (the “Closing Date”), the Company completed the Merger with SomaLogic, whereby SomaLogic and its subsidiaries became wholly owned subsidiaries of Standard BioTools. Upon completion of the Merger, each share of SomaLogic common stock was exchanged for
Sengenics
On November 21, 2024, the Company acquired
The assets and liabilities of SomaLogic and Sengenics, or the SomaScan Business, have been classified as held-for-sale in the condensed consolidated balance sheets, and the results of operations for the SomaScan Business have been classified as discontinued operations in the condensed consolidated statements of operations, for all periods presented. Refer to Note 3, Discontinued Operations for additional details.
3. Discontinued Operations
As described in Note 1, Basis of Presentation and Summary of Significant Accounting Policies, on June 22, 2025, the Company entered into the Purchase Agreement with Illumina for the divestiture of the SomaScan Business. SomaLogic had previously entered into a collaboration agreement with Illumina in December 2021 for the joint development and commercialization of co-branded kits combining Illumina's Next Generation Sequencing technology with SomaScan technology (as amended, the "Collaboration Agreement"). Additionally, on June 22, 2025, SomaLogic and Illumina executed an amendment to the Collaboration Agreement that provides additional non-exclusive, royalty-free licenses to certain intellectual property. The amendment does not impact the transaction price, performance obligations, or timing of revenue recognition under ASC 606. Illumina's acquisition of the SomaScan Business is intended to facilitate more effective execution of this collaboration strategy, and the Collaboration Agreement will be settled upon closing of the Transaction.
Illumina has agreed to acquire the SomaScan Business for aggregate cash consideration of up to $
In addition, the Purchase Agreement contemplates that, at the closing of the Transaction, as additional consideration, the Company and Illumina will enter into (i) a royalty agreement, pursuant to which the Company will be entitled to a specified royalty stream on net revenues generated from sales of SOMAmer-based next-generation sequencing library preparation kits, (ii) a license agreement, pursuant to which Illumina will provide a specified license to the Company for the intellectual property relating to Single SOMAmers for potential development and commercialization of Single SOMAmer reagents for use in single plex affinity assays and (iii) a royalty agreement, pursuant to which the Company will be entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers. The royalty rates are expected be low- to mid-single digit percentages.
The consummation of the Transaction is subject to customary closing conditions, including, among others, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Company expects the Transaction to close in the first half of 2026.
The Purchase Agreement also includes customary termination provisions, including, among others, the ability of the Company or Illumina to terminate the Purchase Agreement if the Transaction has not been consummated on or before March 23, 2026, subject to up to three automatic three-month extensions under certain circumstances. If the Purchase Agreement is terminated under specified circumstances, Illumina will be required to pay the Company a reverse termination fee in cash equal to $
9
Details of loss from discontinued operations included in the condensed consolidated statements of operations are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transaction expenses(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (income) expense, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total operating expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Loss from discontinued operations before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax benefit (expense) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Loss from discontinued operations, net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Details of assets and liabilities held for sale included in the condensed consolidated balance sheets are as follows:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Accounts receivable, net |
|
$ |
|
|
$ |
|
||
Inventory |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Operating lease right-of-use assets, net |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Goodwill(2) |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets held for sale |
|
$ |
|
|
$ |
|
||
LIABILITIES |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued liabilities |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Deferred revenue(1) |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
The fair value of the disposal group was determined based on the agreed-upon sale proceeds of $
10
Based on this relative fair value assessment, the disposal group represented more than
As a result of allocating
Details of non-cash operating expenses and capital expenditures of the discontinued operations are as follows:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Depreciation and amortization |
|
$ |
|
|
$ |
|
||
Amortization of acquired intangible assets |
|
|
|
|
|
|
||
Capital expenditures |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Non-cash lease expense |
|
|
|
|
|
|
||
4. Revenue and Geographic Area
Disaggregation of Revenue by Product Type and Geographic Area
The following tables present the Company's revenue for the three and six months ended June 30, 2025 and 2024 based on product type and the geographic location of customers’ facilities (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Product revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Instruments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Consumables |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total product revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Services and other revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Americas |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Europe, Middle East and Africa |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asia-Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
11
Unfulfilled Performance Obligations
A summary of the change in deferred revenue is as follows (in thousands):
|
|
Amount |
|
|
Deferred revenue at December 31, 2024 |
|
$ |
|
|
Recognition of revenue from beginning deferred revenue balances |
|
|
( |
) |
Revenue deferred during the period, net of revenue recognized |
|
|
|
|
Deferred revenue at June 30, 2025 |
|
$ |
|
|
The Company expects to recognize revenue from unfulfilled performance obligations associated with service contracts that were partially completed as of June 30, 2025 in the following periods (in thousands):
Fiscal Year |
|
Expected Revenue (1) |
|
|
remainder of the year |
|
$ |
|
|
|
|
|
||
|
|
|
||
|
|
|
||
Total |
|
$ |
|
|
The Company also has unsatisfied performance obligations for service contracts with an expected term of one year or less not included in the amounts above.
5. Balance Sheet Details
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash consisted of the following (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
||
Restricted cash of $
Accounts Receivable
Accounts receivable consisted of the following (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Trade receivables |
|
$ |
|
|
$ |
|
||
Less: allowance for expected credit losses |
|
|
( |
) |
|
|
( |
) |
Accounts receivable, net |
|
$ |
|
|
$ |
|
||
12
Inventory
Inventory consisted of the following (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total inventory |
|
$ |
|
|
$ |
|
||
The Company recorded charges for excess and obsolete inventory of $
Property and Equipment, net
Property and equipment, net consisted of the following (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Laboratory and manufacturing equipment |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Computer equipment |
|
|
|
|
|
|
||
Internal-use software |
|
|
|
|
|
|
||
Office furniture and fixtures |
|
|
|
|
|
|
||
Property and equipment, gross |
|
|
|
|
|
|
||
Less: accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Construction-in-progress |
|
|
|
|
|
|
||
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation and amortization expense related to property and equipment was $
Accrued Liabilities
Accrued liabilities, which are included in current liabilities on the condensed consolidated balance sheets consisted of the following (in thousands):
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Accrued legal fees |
|
$ |
|
|
$ |
|
||
Accrued compensation and related benefits |
|
|
|
|
|
|
||
Accrued warranties |
|
|
|
|
|
|
||
Accrued restructuring |
|
|
|
|
|
|
||
Uninvoiced receipts |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Accrued liabilities |
|
$ |
|
|
$ |
|
||
6. Commitments and Contingencies
Other Commitments
The Company has entered into several license and patent agreements. Under these agreements, the Company pays annual license maintenance fees, non-refundable license issuance fees, and royalties as a percentage of net sales for the sale or sublicense of products using the licensed technology. Future payments related to these license agreements are indeterminable. The Company does not expect the license payments to be material in any particular year.
13
Following the Merger, the Company is responsible for SomaLogic’s liabilities and obligations, including with respect to legal, financial, regulatory, and compliance matters. These liabilities and obligations will result in additional cost and expense by the Company and, if the Company has underestimated the amount of these costs and expenses or if the Company fails to satisfy any such liabilities or obligations, the Company may not realize the anticipated benefits of the Merger and there may be an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. Further, it is possible that there may be unknown, contingent or other liabilities, obligations or other problems that may arise in the future, the existence and/or magnitude of which the Company was previously unaware. Any such liabilities, obligations or other problems could have an adverse effect on the company’s business, financial condition, results of operations or cash flows. With respect to these additional matters, the Company is not able to estimate the possible loss or range of losses that could be incurred.
Indemnification
From time to time, the Company has entered into agreements in the ordinary course of business, with certain business partners, customers and suppliers, that contain indemnification provisions. Pursuant to these agreements, the Company may indemnify, hold harmless and reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any patent or other intellectual property infringement claim by any third party with respect to the Company’s products. The term of the indemnification provisions within these agreements is generally perpetual from the time of the execution of the respective agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is typically not limited to a specific amount.
In addition, the Company has entered into indemnification agreements with its officers, directors and certain other employees. With certain exceptions, these agreements provide for indemnification for related expenses including, among others, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding that may arise by reason of their status or service as officers, directors, or employees.
The Company does not have any indemnification liabilities related to these indemnification obligations recorded on its condensed consolidated balance sheet as of June 30, 2025.
Legal Proceedings
From time to time, the Company may be subject to various legal proceedings and claims arising in the ordinary course of business. These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, the Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible loss can be estimated, the Company accrues a liability for the estimated loss. As of June 30, 2025, the Company does not have any material losses accrued on its condensed consolidated balance sheet.
Stockholder Litigation
On December 12, 2023 two separate stockholder complaints were filed in the District of Delaware. The complaints asserted claims under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act for allegedly causing the filing with the SEC on November 14, 2023 of a materially deficient registration statement on Form S-4. Among other remedies, the plaintiffs sought to enjoin a stockholder vote on the proposed Merger. These complaints were voluntarily dismissed. On December 13, 2023, a complaint was filed in the Delaware Court of Chancery against SomaLogic and certain officers and directors alleging Breach of Fiduciary Duty and Aiding and Abetting Breach of Fiduciary Duty. This complaint also sought an injunction postponing the proposed business combination between SomaLogic and the Company, which was denied by the Court on January 4, 2024. An amended complaint was filed on June 20, 2024, containing primarily the same allegations, while removing some of the defendants. The remaining defendants filed a motion to dismiss on July 5, 2024, and served an opening brief on August 19, 2024. The Plaintiffs’ opposition brief was filed on December 2, 2024, and the defendants’ reply brief was filed on March 14, 2025. Oral argument was held on the motion to dismiss on July 10, 2025. On August 7, 2025, the Court issued a bench decision denying the defendants’ motion to dismiss. Litigation is inherently uncertain and there can be no assurance regarding the outcome. Whether or not any plaintiffs’ claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of our business.
In February 2024, the Company settled previously outstanding litigation with a former stockholder of SomaLogic, whereby the Company relinquished
In May 2024, the Company settled previously outstanding litigation with former stockholders of SomaLogic for $
14
$
On June 4, 2024, the Company received a demand pursuant to Section 220 of the Delaware General Corporation Law from a stockholder to inspect the Company’s books and records relating to the prior conversion of the Company’s Series B Preferred Stock (as defined below). The Company has responded to the demand and has produced documents.
In March 2024, counsel for Shareholder Representative Services LLC ("SRS") sent a letter to SomaLogic alleging breaches of the Agreement described below relating to milestone payments. SomaLogic disputed these allegations and provided SRS with a Milestone Abandonment Notice. On July 3, 2025 Shareholder Representative Services LLC ("SRS"), in its capacity as representative of securityholders of Palamedrix, Inc. ("Palamedrix"), filed suit against SomaLogic in the Court of Chancery in Delaware alleging breaches of that certain Agreement and Plan of Merger, dated July 25, 2022 (the "Palamedrix Merger Agreement"), pursuant to which Palamedrix was merged into SomaLogic (the "SRS Chancery Action"). SRS alleges that SomaLogic breached the Palamedrix Merger Agreement by failing to continue to invest in developing certain Palamedrix technology. Had the technology been successfully developed and commercialized, the Palamedrix Merger Agreement would have required SomaLogic to pay certain sales milestones over a certain time period. The total aggregate amount of the
Additional lawsuits against us and certain of our officers or directors may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, we will not necessarily announce such additional filings.
In the normal course of business, the Company is from time to time involved in legal proceedings or potential legal proceedings, including matters involving employment, intellectual property, or others. Although the results of litigation and claims cannot be predicted with certainty, management currently believes that the final outcome of any currently pending matters would not have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, the Company continues to reassess the potential liability related to pending claims and litigation and may revise estimates.
7. Fair Value of Financial Instruments
Fair Value of Financial Instruments
The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy as of June 30, 2025 (in thousands):
|
|
|
|
|
Fair Value Measurements At Reporting Date Using |
|
||||||||||
|
|
Total |
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents—money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Short-term investments—U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets measured at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
15
The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy as of December 31, 2024 (in thousands):
|
|
|
|
|
Fair Value Measurements At Reporting Date Using |
|
||||||||||
|
|
Total |
|
|
Quoted Prices |
|
|
Significant |
|
|
Significant |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents—money market funds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash equivalents—U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments—U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total assets measured at fair value |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
There were no transfers within the hierarchy and no changes in the valuation techniques used during the six months ended June 30, 2025.
The following table summarizes available-for-sale securities (in thousands):
|
|
|
|
|
|
|
As of June 30, 2025 |
|
||||||||||
|
|
Maturity (in years) |
|
Amortized Cost |
|
|
Unrealized Gains |
|
|
Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents—money market funds |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash equivalents—U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments—U.S. treasury securities |
|
1 or less |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total available-for-sale securities |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
|
|
|
|
|
As of December 31, 2024 |
|
||||||||||
|
|
Maturity (in years) |
|
Amortized Cost |
|
|
Unrealized Gains |
|
|
Unrealized Losses |
|
|
Estimated Fair Value |
|
||||
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents—money market funds |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash equivalents—U.S. treasury securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments—U.S. treasury securities |
|
1 or less |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total available-for-sale securities |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of June 30, 2025,
8. Stockholders’ Equity (Deficit)
2024 Stock Repurchase Program
On February 6, 2024, the Company's board of directors authorized a share repurchase program (the “2024 Share Repurchase Program”) pursuant to which the Company may repurchase up to $
16
specific number of shares. During the three or six months ended June 30, 2025, the Company did
Common Shares Reserved
As of June 30, 2025, the Company had reserved shares of common stock for future issuance under equity compensation plans as follows (in thousands):
|
|
Securities To Be Issued Upon Exercise Of Options |
|
|
Securities To Be Issued Upon Release Of Restricted Stock |
|
|
Number Of Remaining Securities Available For Future Issuance |
|
|||
2022 Inducement Equity Incentive Plan |
|
|
|
|
|
|
|
|
|
|||
2011 Equity Incentive Plan |
|
|
|
|
|
|
|
|
|
|||
2017 Inducement Award Plan |
|
|
|
|
|
|
|
|
|
|||
2017 Employee Stock Purchase Plan |
|
|
|
|
|
|
|
|
|
|||
SomaLogic Plans |
|
|
|
|
|
|
|
|
|
|||
Total common stock reserved for future issuance |
|
|
|
|
|
|
|
|
|
|||
9. Stock-based Compensation
The Company has various stock-based compensation plans, which are more fully described in the 2024 Financial Statements. Under the Company’s 2022 Inducement Equity Incentive Plan, the Company has the ability to grant several forms of incentive awards to the Company's eligible employees, directors, and non-employee consultants.
Stock-based compensation expense is reported in the Company's condensed consolidated statement of operations as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cost of product revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of services revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock-based compensation will fluctuate based on the grant-date fair value of awards, the number of awards, the requisite service period of the awards, employee forfeitures and the timing of the awards. Expense related to each stock option and restricted stock unit (“RSU”) award is recognized on a straight-line basis over the requisite service period of the entire award.
The following table summarizes our award activity for stock options and RSUs for the six months ended June 30, 2025 (in thousands):
|
|
Stock Options |
|
|
RSUs |
|
||
Outstanding at December 31, 2024 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Exercised or vested |
|
|
|
|
|
( |
) |
|
Forfeited |
|
|
( |
) |
|
|
( |
) |
Outstanding at June 30, 2025 |
|
|
|
|
|
|
||
10. Net Loss Per Share
The Company’s basic and diluted net loss per share is calculated by dividing net loss less any redemption or induced conversion on the Series B Preferred Stock by the weighted-average number of shares of common stock outstanding for the period. RSUs, performance stock units (“PSUs”), options to purchase the Company’s common stock, restricted stock, Employee Stock Purchase Plan
17
(“ESPP”) shares pending issuance, Series B Preferred Stock and convertible notes are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented.
On January 23, 2022, the Company entered into separate Series B Convertible Preferred Stock Purchase Agreements (collectively, the "Purchase Agreements") with Casdin Private Growth Equity Fund II, L.P. and Casdin Partners Master Fund, L.P. (together, "Casdin"), and Viking Global Opportunities Illiquid Investments Sub Master LP and Viking Global Opportunities Drawdown LP (together, Viking, and together with Casdin, the “Investors"), whereby the Company issued and sold an aggregate of $
On March 18, 2024, the Company entered into an exchange agreement (the “Exchange Agreement”) with Casdin and Viking in which all outstanding shares of Series B Preferred Stock were exchanged for an aggregate of
Computation of net loss per share for the three and six months ended June 30, 2025 and 2024 was as follows (in thousands, except per share data):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Less: Induced conversion of redeemable preferred stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net loss from continuing operations attributable to common stockholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Less: Net loss from discontinued operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average shares outstanding during the period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share, basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
From continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
From discontinued operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Attributable to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands):
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
RSUs, PSUs, stock options, restricted shares and ESPP shares |
|
|
|
|
|
|
||
2019 Notes |
|
|
|
|
|
|
||
2014 Notes |
|
|
|
|
|
|
||
Warrants |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
11. Income Taxes
The Company’s quarterly provision for income taxes is based on an estimated annual effective income tax rate. The quarterly provision for income taxes also includes discrete items, such as changes in valuation allowances or adjustments upon finalization of tax returns as well as infrequently occurring items, if any, such as the effects of changes in tax laws or rates, in the interim period in which they occur.
18
The Company recorded income tax benefit of $
The Company’s effective tax rates for both periods differ from the
On July 4, 2025, the One Big Beautiful Bill Act (“2025 US tax reform”) was enacted into law. The 2025 US tax reform contains several key tax laws, including extensions and modifications of the Tax Cuts and Jobs Act. In accordance with ASC 740, Income Taxes, the Company is required to recognize the effect of the tax law changes in the period of enactment, such as remeasuring the estimated U.S. deferred tax assets and liabilities. The Company is in the process of assessing the impacts from the 2025 US tax reform.
12. Segment Reporting
As discussed in Note 1, Basis of Presentation and Summary of Significant Accounting Policies, the Company reassessed its operating and reportable segments during the first quarter of 2025. As of June 30, 2025, the Company has
The significant expenses within net loss that are regularly provided to the CODM include cost of revenue and operating expenses. Operating expenses consists of five main subcategories: research and development; selling, general and administrative (“SG&A”); transaction and integration; and restructuring and related. All significant expense categories and subcategories are reported on the condensed consolidated statements of operations. Other segment items within net loss include the following:
See Note 4, Revenue and Geographic Area, for the Company's revenue by geography.
13. Restructuring and Related Charges
The Company recognized incremental restructuring charges of approximately $
The Company incurred $
The following table summarizes the change in the Company’s restructuring and other related liabilities for the six months ended June 30, 2025 (in thousands):
|
|
Severance |
|
|
Facility |
|
|
Other |
|
|
Total |
|
||||
Balance at December 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restructuring and related charges |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
19
14. Related Parties
In connection with the Merger, Eli Casdin, a member of the Company’s board of directors and the Company’s principal stockholder, and the former principal stockholder of SomaLogic, was issued
On March 18, 2024, Casdin and its affiliates entered into the Exchange Agreement with the Company whereby all of the outstanding shares of the Series B-1 Preferred Stock held by Casdin and its affiliates were converted into an aggregate of
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited financial information and the notes thereto included appearing elsewhere in this Quarterly Report on Form 10-Q, and the audited financial information and the notes thereto included in our Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025 (the “Annual Report”) and this Quarterly Report on Form 10-Q, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.
Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “Standard BioTools” the “Company,” “we,” “us,” and “our” refer to Standard BioTools Inc. and its subsidiaries.
Overview
At Standard BioTools Inc., we are committed to setting the new standard in the life science tools industry through strategic consolidation, best-in-class operations and a world-class management team. Our established portfolio includes essential, standardized next-generation solutions designed to help biomedical researchers develop better therapeutics faster. We offer a diverse range of instrumentation, consumables, and services that generate high-quality data across early discovery, translational and clinical research. With advanced technologies in proteomics and genomics, we empower scientists to gain deeper biological insights, accelerate discoveries, and drive improved health outcomes across diverse therapeutic areas including immunology, oncology, neuroscience, cardiometabolic diseases and more.
We have built a solid foundation supporting a differentiated portfolio of life science tools, offering broad multi-omic capabilities that drive innovation and accelerate the pace of drug development. Our solutions are designed to unlock complex biological information across plasma, single-cell and spatial proteomics, as well as genomic analyses, enabling researchers to explore disease mechanisms with unprecedented depth and precision. By integrating our advanced platforms – CyTOF™, Hyperion™, and Biomark™ – we empower scientists to generate high-content data across therapeutic areas, from immuno-oncology to neurology and infectious diseases. Each system is engineered to extract meaningful molecular signatures, providing researchers with the tools they need to decode intricate biological networks. Together, these technologies accelerate discovery, offering a comprehensive approach to understanding the complexities of health and disease.
Recent Developments
On June 22, 2025, we entered into a Stock Purchase Agreement (the "Purchase Agreement") with Illumina, Inc. ("Illumina"). Pursuant to the terms of the Purchase Agreement, Illumina will acquire all of the equity interests of SomaLogic, Inc. (“SomaLogic”), Sengenics Corporation LLC (“Sengenics LLC”) and Sengenics Corporation Pte Ltd (“Sengenics Pte” and together with Sengenics LLC, “Sengenics”) (such equity interests, collectively, the "Shares"), each a wholly owned subsidiary of the Company that operates our aptamer-based and functional proteomics business, including KREX, Single SOMAmer, translational and diagnostic assays (collectively, the "SomaScan Business") (such transaction, the "Transaction"). The Transaction does not include our mass cytometry and microfluidics businesses, which are being retained by us.
Illumina has agreed to acquire the SomaScan Business for aggregate cash consideration of up to $425 million, comprising (i) an upfront payment of $350 million in cash, payable at the closing of the Transaction, subject to adjustment as set forth in the Purchase Agreement, and (ii) up to $75 million in earnout payments, payable upon the achievement of specified targets for net revenue generated from SomaScan assay services or any other SOMAmer-based assay services and sales of SOMAmer-based array kits and SOMAmer-based next-generation sequencing library preparation kits in fiscal years 2025 and 2026.
In addition, the Purchase Agreement contemplates that, at the closing of the Transaction, as additional consideration, we and Illumina will enter into (i) a royalty agreement, pursuant to which we will be entitled to a specified royalty stream on net revenues generated from sales of SOMAmer-based next-generation sequencing library preparation kits, (ii) a license agreement, pursuant to which Illumina will provide a specified license to us for the intellectual property relating to Single SOMAmers for potential development and commercialization of Single SOMAmer reagents for use in single plex affinity assays and (iii) a royalty agreement, pursuant to which we will be entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers.
21
The consummation of the Transaction is subject to customary closing conditions, including, among others, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Hart-Scott Act”). We expect the Transaction to close in the first half of 2026.
The Purchase Agreement also includes customary termination provisions, including, among others, the ability of us or Illumina to terminate the Purchase Agreement if the Transaction has not been consummated on or before March 23, 2026, subject to up to three automatic three-month extensions under certain circumstances. If the Purchase Agreement is terminated under specified circumstances, Illumina will be required to pay us a reverse termination fee in cash equal to $14.5 million.
Factors Affecting Our Performance
The following factors have been important to our business, and we expect them to impact our results of operations and financial condition in future periods:
22
Financial Operations Overview
Revenue
We generate our revenue from the sale of products and services. We also derive revenue from collaborative arrangements, license agreements, grants, and royalties. Customers include top biopharmaceutical companies and leading academic research universities.
Product revenue
We generate product revenue from the sale of instruments and consumables. Consumables revenue is largely driven by the size of our active installed base of instruments and the level of usage per instrument.
Service revenue
Service revenue primarily consists of post-warranty service contracts, preventive maintenance plans, installation and training for our instruments. We expect the average selling prices of our products and services to fluctuate over time based on market conditions, product mix and currency fluctuations.
Cost of Revenue
Cost of product revenue
Cost of product revenue consists primarily of raw materials, equipment and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. In addition, cost of product revenue includes amortization of developed technology, royalty costs for licensed technologies included in our products, warranty costs, provisions for excess and obsolete inventory, and stock-based compensation expense, and shipping and handling costs. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations. Our cost of product revenue and related product margin may fluctuate depending on the capacity utilization of our manufacturing facilities in response to market conditions and the demand for our products.
Cost of service revenue
Cost of service revenue consists of raw materials and production costs, personnel-related costs, overhead and other direct costs. Cost of service revenue is recognized in the period the related revenue is recognized.
Our cost of service revenue and related service margin may fluctuate depending on the variability in material and labor costs of servicing.
Research and Development
R&D expenses consist primarily of personnel-related costs related to enhancing our technologies and supporting development and commercialization of new and existing products and services. R&D expenses also consist of laboratory supply costs, clinical study costs, consulting fees, and other allocated overhead expenses. We plan to continue to invest significantly in our R&D efforts, including hiring additional employees, with an expected focus on advancing our products and services. As a result, we expect R&D expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue.
Selling, General, and Administrative
SG&A expenses consist primarily of personnel costs for our sales and marketing, business development, finance, legal, human resources, information technology and general management teams, as well as professional services, including legal and accounting services.
Restructuring and Related Charges
Restructuring and related charges primarily consist of severance costs related to our recent reduction-in-force and facilities costs for floors we have subleased or have the intent to sublease (net of sublease income) under our facility lease in South San Francisco. These costs, including a reduction in force, are incurred to improve operational efficiency, achieve cost savings and align our workforce to the
23
future needs of the business. In addition to the reduction in force, we are reducing leased office space, optimizing our manufacturing footprint and streamlining support functions.
Transaction and Integration Expenses
Transaction and integration expenses consist of costs incurred in connection with acquisition- and divestiture-related activities, including legal, advisory, accounting and other transaction-related costs including integration costs.
Bargain Purchase Gain
Bargain purchase gain represents the excess of fair value of the assets acquired and liabilities assumed over the fair value of the consideration transferred in connection with the merger with SomaLogic (the “Merger”). We determined that the bargain purchase gain was primarily attributable to a rapid decline in our stock price in the days following the announcement of the Merger, which persisted through the Closing Date.
Loss from Discontinued Operations
Loss from discontinued operations represents the results of operations for business components that are classified as held-for-sale and meet the criteria for discontinued operations accounting under ASC 205, Presentation of Financial Statements. This includes the operating results of the discontinued components during the periods presented.
The loss from discontinued operations is presented net of applicable income taxes and includes direct incremental costs associated with the disposal activities, such as legal, advisory, and other transaction-related costs. Any intercompany transactions between continuing and discontinued operations have been eliminated, and certain allocations of corporate overhead and shared costs previously allocated to the discontinued operations have been adjusted to reflect the costs that will be eliminated upon disposal.
Prior period amounts have been reclassified to conform to the current period presentation.
Results of Operations
The following table presents our unaudited condensed consolidated statements of operations and as a percentage of total revenue for the three and six months ended June 30, 2025 and 2024 ($ in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||||||||||||||||
Revenue |
|
$ |
21,762 |
|
|
|
100 |
% |
|
$ |
22,492 |
|
|
|
100 |
% |
|
$ |
41,984 |
|
|
|
100 |
% |
|
$ |
44,145 |
|
|
|
100 |
% |
Cost of revenue |
|
|
11,134 |
|
|
|
51 |
% |
|
|
12,118 |
|
|
|
54 |
% |
|
|
20,307 |
|
|
|
48 |
% |
|
|
22,746 |
|
|
|
52 |
% |
Gross profit |
|
|
10,628 |
|
|
|
49 |
% |
|
|
10,374 |
|
|
|
46 |
% |
|
|
21,677 |
|
|
|
52 |
% |
|
|
21,399 |
|
|
|
48 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development |
|
|
6,222 |
|
|
|
29 |
% |
|
|
7,244 |
|
|
|
32 |
% |
|
|
11,662 |
|
|
|
28 |
% |
|
|
14,852 |
|
|
|
34 |
% |
Selling, general and administrative |
|
|
28,105 |
|
|
|
129 |
% |
|
|
24,860 |
|
|
|
111 |
% |
|
|
57,929 |
|
|
|
138 |
% |
|
|
51,274 |
|
|
|
116 |
% |
Restructuring and related charges |
|
|
1,727 |
|
|
|
8 |
% |
|
|
5,749 |
|
|
|
26 |
% |
|
|
3,279 |
|
|
|
8 |
% |
|
|
10,033 |
|
|
|
23 |
% |
Transaction and integration expenses |
|
|
271 |
|
|
|
1 |
% |
|
|
2,782 |
|
|
|
12 |
% |
|
|
1,474 |
|
|
|
4 |
% |
|
|
19,945 |
|
|
|
45 |
% |
Total operating expenses |
|
|
36,325 |
|
|
|
167 |
% |
|
|
40,635 |
|
|
|
181 |
% |
|
|
74,344 |
|
|
|
177 |
% |
|
|
96,104 |
|
|
|
218 |
% |
Loss from continuing operations |
|
|
(25,697 |
) |
|
|
(119 |
)% |
|
|
(30,261 |
) |
|
|
(135 |
)% |
|
|
(52,667 |
) |
|
|
(125 |
)% |
|
|
(74,705 |
) |
|
|
(169 |
)% |
Bargain purchase gain |
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
% |
|
|
25,213 |
|
|
|
57 |
% |
Interest income |
|
|
2,461 |
|
|
|
11 |
% |
|
|
5,302 |
|
|
|
24 |
% |
|
|
5,377 |
|
|
|
13 |
% |
|
|
11,509 |
|
|
|
26 |
% |
Interest expense |
|
|
(9 |
) |
|
|
(0 |
)% |
|
|
(858 |
) |
|
|
(4 |
)% |
|
|
(11 |
) |
|
|
(0 |
)% |
|
|
(1,891 |
) |
|
|
(4 |
)% |
Other income (expense), net |
|
|
4,963 |
|
|
|
23 |
% |
|
|
412 |
|
|
|
2 |
% |
|
|
5,530 |
|
|
|
13 |
% |
|
|
(1,822 |
) |
|
|
(4 |
)% |
Loss from continuing operations before income taxes |
|
|
(18,282 |
) |
|
|
(84 |
)% |
|
|
(25,405 |
) |
|
|
(113 |
)% |
|
|
(41,771 |
) |
|
|
(99 |
)% |
|
|
(41,696 |
) |
|
|
(94 |
)% |
Income tax benefit (expense) |
|
|
609 |
|
|
|
3 |
% |
|
|
(39 |
) |
|
|
(0 |
)% |
|
|
728 |
|
|
|
2 |
% |
|
|
(152 |
) |
|
|
(0 |
)% |
Net loss from continuing operations |
|
|
(17,673 |
) |
|
|
(81 |
)% |
|
|
(25,444 |
) |
|
|
(113 |
)% |
|
|
(41,043 |
) |
|
|
(98 |
)% |
|
|
(41,848 |
) |
|
|
(95 |
)% |
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations, net of tax |
|
|
(15,786 |
) |
|
|
(73 |
)% |
|
|
(20,274 |
) |
|
|
(90 |
)% |
|
|
(18,449 |
) |
|
|
(44 |
)% |
|
|
(36,027 |
) |
|
|
(82 |
)% |
Net loss |
|
$ |
(33,459 |
) |
|
|
(154 |
)% |
|
$ |
(45,718 |
) |
|
|
(203 |
)% |
|
$ |
(59,492 |
) |
|
|
(142 |
)% |
|
$ |
(77,875 |
) |
|
|
(176 |
)% |
24
Revenue
The following table sets forth revenue by product type, presented in dollars and as a percentage of total revenue ($ in thousands):
|
|
Three Months Ended June 30, |
|
|
Year-over-Year Change |
|
|
Six Months Ended June 30, |
|
|
Year-over-Year Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
Product revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Instruments |
|
$ |
5,215 |
|
|
$ |
7,047 |
|
|
$ |
(1,832 |
) |
|
|
(26 |
)% |
|
$ |
11,861 |
|
|
$ |
11,950 |
|
|
$ |
(89 |
) |
|
|
(1 |
)% |
Consumables |
|
|
10,458 |
|
|
|
8,847 |
|
|
|
1,611 |
|
|
|
18 |
% |
|
|
18,593 |
|
|
|
19,258 |
|
|
|
(665 |
) |
|
|
(3 |
)% |
Total product revenue |
|
|
15,673 |
|
|
|
15,894 |
|
|
|
(221 |
) |
|
|
(1 |
)% |
|
|
30,454 |
|
|
|
31,208 |
|
|
|
(754 |
) |
|
|
(2 |
)% |
Services and other revenue |
|
|
6,089 |
|
|
|
6,598 |
|
|
|
(509 |
) |
|
|
(8 |
)% |
|
|
11,530 |
|
|
|
12,937 |
|
|
|
(1,407 |
) |
|
|
(11 |
)% |
Total revenue |
|
$ |
21,762 |
|
|
$ |
22,492 |
|
|
$ |
(730 |
) |
|
|
(3 |
)% |
|
$ |
41,984 |
|
|
$ |
44,145 |
|
|
$ |
(2,161 |
) |
|
|
(5 |
)% |
For the three months ended June 30, 2025, total revenue declined $0.7 million, or 3%, compared to the prior year period. The decline was primarily driven by a $1.8 million decrease in instruments revenue, primarily due to lower unit sales of our CyTOF XT mass cytometry instrument, with services revenue also declining $0.5 million. Consumables revenue increased $1.6 million, or 18%, offsetting the majority of these declines.
For the six months ended June 30, 2025, total revenue declined $2.2 million, or 5%, compared to the prior year period. This reflects a $1.4 million decrease in services and other revenue as a result of lower service requirements from improved instrument reliability and timing of customer maintenance schedules, and a $0.7 million decrease in consumables revenue.
Cost of Revenue and Gross Profit
Cost of revenue, gross profit, and gross margin were as follows ($ in thousands):
|
|
Three Months Ended |
|
|
Year-over-Year Change |
|
|
Six Months Ended June 30, |
|
|
Year-over-Year Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
Cost of product revenue |
|
$ |
7,608 |
|
|
$ |
7,771 |
|
|
$ |
(163 |
) |
|
|
(2 |
)% |
|
$ |
14,039 |
|
|
$ |
15,617 |
|
|
$ |
(1,578 |
) |
|
|
(10 |
)% |
Cost of service revenue |
|
|
3,526 |
|
|
|
4,347 |
|
|
|
(821 |
) |
|
|
(19 |
)% |
|
|
6,268 |
|
|
|
7,129 |
|
|
|
(861 |
) |
|
|
(12 |
)% |
Total cost of revenue |
|
$ |
11,134 |
|
|
$ |
12,118 |
|
|
$ |
(984 |
) |
|
|
(8 |
)% |
|
$ |
20,307 |
|
|
$ |
22,746 |
|
|
$ |
(2,439 |
) |
|
|
(11 |
)% |
Gross profit |
|
$ |
10,628 |
|
|
$ |
10,374 |
|
|
$ |
254 |
|
|
|
2 |
% |
|
$ |
21,677 |
|
|
$ |
21,399 |
|
|
$ |
278 |
|
|
|
1 |
% |
Gross margin |
|
|
48.8 |
% |
|
|
46.1 |
% |
|
N/A |
|
|
|
2.7 |
% |
|
|
51.6 |
% |
|
|
48.5 |
% |
|
N/A |
|
|
|
3.2 |
% |
||
For the three months ended June 30, 2025, gross profit increased $0.3 million, or 2%, compared to the prior year period, despite the revenue decline. The increase was primarily driven by favorable product mix, as consumables revenue grew 18% while instrument revenue declined 26%.
For the six months ended June 30, 2025, gross profit increased $0.3 million, or 1%, compared to the prior year period, primarily due to lower overall cost of revenue. Lower cost of revenue was offset by lower product and services and other revenue.
Operating Expenses
Operating expenses were as follows ($ in thousands):
25
|
|
Three Months Ended |
|
|
Year-over-Year Change |
|
|
Six Months Ended June 30, |
|
|
Year-over-Year Change |
|
||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
|
2025 |
|
|
2024 |
|
|
$ |
|
|
% |
|
||||||||
Research and development |
|
$ |
6,222 |
|
|
$ |
7,244 |
|
|
$ |
(1,022 |
) |
|
|
(14 |
)% |
|
$ |
11,662 |
|
|
$ |
14,852 |
|
|
$ |
(3,190 |
) |
|
|
(21 |
)% |
Selling, general and administrative |
|
|
28,105 |
|
|
|
24,860 |
|
|
|
3,245 |
|
|
|
13 |
% |
|
|
57,929 |
|
|
|
51,274 |
|
|
|
6,655 |
|
|
|
13 |
% |
Restructuring and related charges |
|
|
1,727 |
|
|
|
5,749 |
|
|
|
(4,022 |
) |
|
|
(70 |
)% |
|
|
3,279 |
|
|
|
10,033 |
|
|
|
(6,754 |
) |
|
|
(67 |
)% |
Transaction and integration expenses |
|
|
271 |
|
|
|
2,782 |
|
|
|
(2,511 |
) |
|
|
(90 |
)% |
|
|
1,474 |
|
|
|
19,945 |
|
|
|
(18,471 |
) |
|
|
(93 |
)% |
Total operating expenses |
|
$ |
36,325 |
|
|
$ |
40,635 |
|
|
$ |
(4,310 |
) |
|
|
(11 |
)% |
|
$ |
74,344 |
|
|
$ |
96,104 |
|
|
$ |
(21,760 |
) |
|
|
(23 |
)% |
Research and Development
For the three months ended June 30, 2025, R&D expense decreased by $1.0 million, or 14%, compared to the prior year period. The reduction in R&D expense was primarily driven by the deferral of long-horizon R&D projects, which reduced material and supply costs by $0.8 million.
For the six months ended June 30, 2025, R&D expense decreased $3.2 million, or 21%, compared to the prior year period. The reduction reflects the deferral of long-horizon R&D projects, which reduced material and supply costs by $1.2 million and consulting fees by $0.5 million. Additionally, the current period benefited from restructuring activities completed in 2024, which reduced corporate overhead costs by $1.1 million and personnel-related costs by $0.6 million.
Selling, General and Administrative
SG&A expenses for the three and six months ended June 30, 2025 increased $3.2 million and $6.7 million, or 13% and 13%, respectively, compared to the prior year periods, reflecting the classification of the SomaScan Business as discontinued operations. Following this classification, certain personnel-related costs and corporate overhead costs that previously supported both business segments now remain with the continuing operations, as these shared services and infrastructure costs could not be proportionally allocated to the discontinued operations.
Despite these stranded costs, we continue to pursue operational efficiencies and expect to realize additional cost savings as we optimize our cost structure for the remaining business.
Restructuring and Related Charges
Restructuring and related charges for the three and six months ended June 30, 2025 decreased by $4.0 million and $6.8 million, or 70% and 67%, respectively, compared to the prior year periods, as restructuring activities stemming from the Merger were completed in 2024.
Transaction and Integration Expenses
Transaction and integration expenses for the three and six months ended June 30, 2025 decreased by $2.5 million and $18.5 million, or 90% and 93%, respectively, compared to the prior year periods. The decrease was due significant legal, advisory, accounting, and integration expenses incurred in connection with the Merger during the six months ended June 30, 2024, the majority of which were one-time in nature. The Company expects to incur additional transaction and integration expenses in connection with future transactions.
Bargain purchase gain
Bargain purchase gain decreased by $25.2 million, or 100%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The bargain purchase gain recognized during the six months ended June 30, 2024 was due to the consummation of the Merger, which resulted in the fair value of assets acquired and liabilities assumed exceeding the fair value of the consideration transferred due to a decline in our stock price following the announcement of the Merger. The Company did not recognize any gains on bargain purchases of businesses during the three or six months ended June 30, 2025.
26
Interest Income
Interest income decreased by $2.8 million and $6.1 million, or 54% and 53%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods. The decreases were primarily due to a reduction in the interest earned on balances of money market funds and short-term investments. The interest earned on money market funds and short-term investments decreased due to lower account balances and interest rates during the three and six months ended June 30, 2025.
Interest Expense
Interest expense decreased by $0.8 million and $1.9 million, or 99% and 99%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods. During 2024, the Company fully repaid its outstanding term loan facility, as well as the balance on convertible notes issued during 2019. As a result, the Company had no material debt outstanding during the three and six months ended June 30, 2025, which resulted in negligible interest expense for the periods.
Other Income (Expense), net
Other income (expense), net increased $4.6 million and $7.4 million for the three and six months ended June 30, 2025, respectively, compared to the prior year periods. Both increases were primarily due to foreign currency transaction gains on receivables denominated in foreign currencies, reflecting the weakening of the U.S. Dollar against other currencies in which we transact. The six-month period benefited from an additional $3.4 million gain from a decrease in the fair value of our contingent consideration liability.
Income Tax Expense
We recorded an income tax benefit of $0.6 million and income tax expense of less than $0.1 million in the three months ended June 30, 2025 and 2024, respectively. We recorded an income tax benefit of $0.7 million and income tax expense of $0.2 million for the six months ended June 30, 2025 and 2024, respectively.
The decreases in our tax provisions reflect the effect of our foreign operations, which reported lower pre-tax income in the three and six months ended June 30, 2025 compared to the same periods in 2024.
Our effective tax rates for both periods differ from the 21% U.S. Federal statutory tax rate primarily due to valuation allowances recorded against deferred tax assets on domestic losses and the tax rate differences between the United States and foreign countries.
Loss from discontinued operations
Loss from discontinued operations decreased by $4.5 million and $17.6 million, or 22% and 49%, for the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024. The decreases in loss from discontinued operations were primarily due to reductions in operating expenses as a result of restructuring activities undertaken in 2024, which reduced personnel-related costs and other operating expenses within the SomaScan Business.
Liquidity and Capital Resources
We have experienced operating losses since inception and have an accumulated deficit of $1,245.1 million as of June 30, 2025. To date, we have funded our operating losses primarily through equity offerings, term loans, convertible notes and redeemable preferred stock. Our ability to fund future operations and meet debt covenant requirements will depend upon our level of future revenue and operating cash flow and our ability to access additional funding through either equity offerings, issuances of debt instruments or both.
Our liquidity and capital requirements depend upon many factors, including market acceptance of our products and services; effectiveness of our business improvement initiatives and restructuring programs; costs of supporting sales growth, product quality, R&D and capital expenditures, including our enterprise resource planning upgrade; and costs and timing of acquiring other businesses, assets or technologies or disposing of our businesses, assets or technologies.
We continually evaluate our liquidity requirements considering our operating needs, growth initiatives and capital resources. We expect that our existing liquidity and sources of capital will be sufficient to support our operations for at least the next 12 months from the filing date of this Quarterly Report on Form 10-Q.
27
Sources of Liquidity
Our principal sources of liquidity are cash, cash equivalents and short-term investments. Our collective balances of cash, cash equivalents and short-term investments were $237.1 million and $292.9 million at June 30, 2025 and December 31, 2024, respectively.
Capital Resources and Commitments
We have entered into arrangements that serve as sources of capital and the associated contractual agreements may result in firm or contingent obligations of us. In addition to our common stockholders’ equity, our sources of capital have historically included debt and operating leases. Our operating lease arrangements require cash repayment, and our convertible debt contains rights that may result in their conversion to our common stock prior to maturity. However, as of June 30, 2025, we have repaid the majority of our traditional debt obligations and no longer maintain access to credit facilities. Accordingly, our ongoing sources of capital are primarily limited to equity and cash generated from operations.
We also enter into contractual and legally binding commitments to purchase goods. Most of these contracts are cancellable with little or no notice or penalty. However, once a vendor has incurred costs to fulfill a contract with us, and which costs cannot be otherwise deployed, we are liable for those costs upon cancellation.
Cash Flow Activity
Our cash flow summary was as follows ($ in thousands):
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flow summary: |
|
|
|
|
|
|
||
Net cash used in operating activities |
|
$ |
(50,951 |
) |
|
$ |
(101,526 |
) |
Net cash provided by investing activities |
|
|
42,130 |
|
|
|
368,331 |
|
Net cash used in financing activities |
|
|
62 |
|
|
|
(48,094 |
) |
Effect of foreign exchange rate fluctuations on cash and cash equivalents |
|
|
1,145 |
|
|
|
(110 |
) |
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
$ |
(7,614 |
) |
|
$ |
218,601 |
|
We derive cash flows from operations primarily by collecting amounts due from sales of our products and services, and fees earned under our product development and license agreements. Our cash flows from operating activities are also significantly influenced by our use of cash for operating expenses and working capital to support the business. We have historically experienced negative cash flows from operating activities as we have expanded our business and built our infrastructure, domestically and internationally.
In the six months ended June 30, 2025, we used $49.1 million of net proceeds from the sales and maturities of short-term investments to help fund $51.0 million of net cash used in operating activities. We did not repurchase any common stock or repay and debt during the six months ended June 30, 2025.
In the six months ended June 30, 2024, we used $91.0 million of net proceeds from the sales and maturities of short-term investments to help fund $101.5 million of net cash used in operating activities, $40.5 million of common stock repurchases under the 2024 Stock Repurchase Program, and $8.2 million of repayments on our term loan facility and convertible notes issued in 2014.
Operating Activities
Net cash used in operating activities decreased by $50.6 million for the six months ended June 30, 2025 compared to the same period in 2024. The decrease in cash use is due to a decrease in operating expenses for the six months ended June 30, 2025 compared to the same period in 2024, resulting from the completion of restructuring activities during 2024.
Investing Activities
Net cash provided by investing activities was $42.1 million for the six months ended June 30, 2025, compared to $368.3 million for the same period in 2024. The activity for the six months ended June 30, 2025 is primarily due to $49.1 million of proceeds from sales and maturities of short-term investments, net of purchases, partially offset by purchases of property and equipment of $6.9 million. In contrast, the net cash provided for the six months ended June 30, 2024 reflects $280.0 million of cash acquired in the Merger, along with $91.0 million of proceeds from sales and maturities of short-term investments, net of purchases.
28
Financing Activities
Cash used in financing activities was less than $0.1 million for the six months ended June 30, 2025 compared to $48.1 million for the six months ended June 30, 2024. During the six months ended June 30, 2024, we executed $40.5 million of common share repurchases under the 2024 Stock Repurchase Program and made $8.2 million of payments on the Company's term loan and convertible notes issued in 2014. We did not repurchase any common shares or repay any debt during the six months ended June 30, 2025.
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial statements and related notes, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates and assumptions to determine the value of the assets, liabilities, revenues and expenses reported on the condensed consolidated balance sheets and statements of operations. We develop these estimates after considering historical transactions, the current economic environment and various other assumptions considered reasonable under the circumstances. Actual results may differ materially from these estimates and judgments. Accounts that rely heavily on estimated information to determine their values include revenue, trade receivables, inventories, right-of-use assets, lease liabilities and income tax liabilities (assets). Refer to Item 7 in our Annual Report for additional information regarding our critical accounting policies and estimates.
Recent Accounting Pronouncements
From time to time, new accounting standards are issued by FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign exchange rates, as well as, to a lesser extent, inflation and capital market risk.
Interest Rate Risk
We are exposed to interest rate risk in the ordinary course of our business. Our cash and cash equivalents are comprised of funds held in checking accounts and money market accounts.
Foreign Currency Risk
Due to our operations outside of the United States, we are exposed to market risk related to changes in foreign currency exchange rates. Historically, we have not hedged our foreign currency exposure. Changes in the relative values of currencies occur regularly and, in some instances, could materially adversely affect our business, our financial conditions, our results of operations or our cash flows. For the six months ended June 30, 2025, the Company recognized $5.5 million of foreign currency exchange gains due to changes in foreign currency exchange rates. For the three and six months ended June 30, 2024, foreign currency exchange rates did not have a material impact on our historical financial position, our business, our financial condition, our results of operations or our cash flows.
Inflation Risk
We do not believe that inflation had a material effect on our business, financial condition, results of operations or cash flows in the last two years. If global inflation trends continue, we expect appreciable increases in labor and other operating costs.
Capital Market Risk
We generate our revenue from the sale of products and services and from collaborative arrangements, license agreements, grants, and royalties, but we may in the future raise funds through other sources. One possible source of funding is through further securities offerings. Our ability to raise funds in this manner depends upon capital market forces affecting our stock price among other things.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our CEO and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Controls
Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information with respect to certain legal proceedings is included in Note 6 to our accompanying financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
Item 1A. Risk Factors
We operate in a rapidly changing environment that involves numerous uncertainties and risks. You should carefully consider the risk factors discussed in this Item 1A, as well as those risk factors discussed in Part I Item 1A “Risk Factors” in our Annual Report, which could materially affect our business, financial condition or results of operations. The risks below and the risks in our Annual Report are not the only ones we face. Our business is also subject to the risks that affect many other companies, such as employee relations, general economic conditions, global geopolitical events and international operations. Further, additional risks not currently known to us or that we currently believe are immaterial may in the future materially and adversely affect our business, operations, liquidity and stock price. If any of these risks occur, our business, results of operations or financial condition could suffer, the trading price of our securities could decline, and you may lose all or part of your investment.
Past and potential future divestitures or other transactions could adversely affect our costs, revenues, profitability and financial position.
In order to position our business to take advantage of particular future growth opportunities and/or consolidate our more capable businesses, we have in the past and may in the future pursue a strategy of focusing on one or more specialized facets of our products and services. These actions may require that we abandon or divest certain assets or businesses that no longer fit within our evolving strategic direction, as is currently contemplated by the Transaction with Illumina. Abandoning or divesting certain assets or businesses may entail engaging in discussions, evaluating opportunities and entering into agreements, potentially resulting in transactions involving significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. We may not be able to find potential buyers on favorable terms, we may experience disruption to our business and/or we may divert management attention from other business concerns, lose key employees and possibly retain certain liabilities related to these potential transactions.
There can be no assurance that the proposed Transaction with Illumina will be consummated. The announcement and pendency of the Transaction, or the failure of the Transaction to be consummated, could have an adverse effect on our stock price, business, financial condition, results of operations or prospects.
On June 22, 2025, we entered into the Purchase Agreement with Illumina, pursuant to which Illumina will acquire all of the Shares of SomaLogic and Sengenics and we will divest the SomaScan Business.
Consummation of the Transaction is subject to conditions specified in the Purchase Agreement, including the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott Act. As a result, there can be no assurance that the Transaction will be consummated.
Further, the announcement and pendency of the Transaction could disrupt our businesses, in any of the following ways, among others:
These disruptions could be exacerbated by a delay in the completion of the Transaction or termination of the Purchase Agreement. Additionally, if the Transaction is not consummated, we will have incurred costs and diverted the time and attention of management. A failure to consummate the Transaction may also result in negative publicity, potential litigation and a negative impression of us in the financial markets. The occurrence of any of these events individually or in combination could have a material adverse effect on our financial statements and stock price.
We may be unable to fully realize the expected benefits from the Transaction.
We expect to achieve substantial operating and capital cost savings as a result of the Transaction. If we are unable to successfully divest the SomaScan Business, we may face material adverse effects including, but not limited to (i) diversion of the attention of management and key personnel and potential disruption of our ongoing business, (ii) the loss of employees, (iii) challenges of managing a divesture, including challenges related to controls, procedures and accounting and other policies, (iv) difficulties in achieving anticipated cost savings, (v) declines in our results of operations, financial condition or cash flows, (vi) a decline in the
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market price of our common stock, and (vii) potential liabilities, adverse consequences, increased expenses or other problems associated with the Transaction and/or the resulting scaled back business. Many of these factors are outside of our control, and any one of them could result in increased costs, decreased expected revenues and further diversion of management time and energy, which could materially impact our business, financial statements and prospects.
A delay in completing the Transaction may reduce or eliminate the expected benefits from the Transaction.
The Transaction is subject to a number of conditions, some of which are beyond our control, which could prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when the conditions will be satisfied. The requirement to wait for the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott Act could delay the completion of the Transaction for a significant period of time or prevent it from occurring. A delay in completing the Transaction could cause us to not realize some or all of the cost savings and other benefits we expect to achieve if the Transaction is successfully completed within its expected time frame. In addition, a delay could cause management to focus on completion of the Transaction instead of on other opportunities that could be beneficial to us or day-to-day business operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Issuer Purchases of Equity Securities
On February 6, 2024, our board of directors authorized the 2024 Share Repurchase Program pursuant to which we may repurchase up to $50.0 million of shares of our common stock in the open market, in one or more Rule 10b5-1 trading plans, or in negotiated transactions through March 1, 2026. The repurchases are contingent upon favorable market and business conditions and are funded by cash on hand. The program does not obligate us to acquire any specific number of shares. As of June 30, 2025, we have repurchased 15,448,533 shares of our common stock for an aggregate of $40.5 million under the 2024 Share Repurchase Program. We did not purchase any shares of common stock during the three months ended June 30, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
10b5-1 Trading Arrangements
From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended June 30, 2025, none of our officers or directors
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Item 6. Exhibits
The documents listed in the Exhibit List, which follows below, are incorporated by reference or are filed with this Quarterly Report on Form 10-Q, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT LIST
Exhibit Number |
|
Description |
|
Incorporated by Reference From Form |
|
Incorporated by Reference From Exhibit Number |
|
Date Filed |
2.1+* |
|
Stock Purchase Agreement, dated as of June 22, 2025, by and between Standard BioTools Inc., and Illumina, Inc. |
|
8-K
|
|
2.1 |
|
6/23/2025
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|
|
|
|
|
|
|
|
|
3.1 |
|
Eighth Amended and Restated Certificate of Incorporation filed on February 15, 2011. |
|
10-K |
|
3.1 |
|
3/28/2011 |
|
|
|
|
|
|
|
|
|
3.2 |
|
Amended and Restated Bylaws of Standard BioTools Inc. |
|
S-8 |
|
4.8 |
|
4/1/2022 |
|
|
|
|
|
|
|
|
|
3.3 |
|
Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation. |
|
S-8 |
|
4.3 |
|
4/1/2022 |
|
|
|
|
|
|
|
|
|
3.4 |
|
Second Certificate of Amendment to the Eighth Amended and Restated Certificate of Incorporation, as amended. |
|
8-K |
|
3.1 |
|
1/5/2024 |
|
|
|
|
|
|
|
|
|
10.1† |
|
Omnibus Amendment Re Collaboration Agreement, by and among Illumina Cambridge, Ltd., SomaLogic, Inc. and Illumina, Inc.
|
|
Filed herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2# |
|
Standard BioTools Inc. Amended and Restated 2011 Equity Incentive Plan, as Amended. |
|
8-K
|
|
10.1 |
|
6/20/2025 |
|
|
|
|
|
|
|
|
|
31.1 |
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer. |
|
Filed herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2 |
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer. |
|
Filed herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1~ |
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer. |
|
Filed herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2~ |
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer. |
|
Filed herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
|
Filed herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
Filed herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
104 |
|
Cover page formatted as Inline XBRL and contained in Exhibit 101 |
|
Filed herewith |
|
|
|
|
+ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material and (ii) are the type of information the Registrant customarily and actually treats as private or confidential.
* Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.
† Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type that the Registrant treats as private or confidential.
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# Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
~ In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
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SIGNATURES
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 thereunto duly authorized.
|
STANDARD BIOTOOLS INC. |
||
|
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|
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Dated: August 15, 2025 |
By: |
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/s/ Michael Egholm, Ph.D. |
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|
|
Michael Egholm, Ph.D. |
|
|
|
Chief Executive Officer and President |
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
Dated: August 15, 2025 |
By: |
|
/s/ Alex Kim |
|
|
|
Alex Kim |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
35
FAQ
What did Standard BioTools (LAB) receive for the SomaScan Business?
Did Standard BioTools (LAB) record any gain or loss on the Merger?
How much goodwill was allocated to the discontinued operations?
Was any deferred revenue excluded from the disposal group in the LAB filing?
Did Standard BioTools (LAB) record impairment charges on remaining assets?
Does LAB have a share repurchase program?
