Treeline Biosciences, Standard BioTools (NASDAQ: LAB) plan all-stock merger
Rhea-AI Filing Summary
Standard BioTools Inc. agreed to an all-stock merger with privately held Treeline Biosciences, creating a combined company focused on Treeline’s clinical-stage drug pipeline. Treeline will become a wholly owned subsidiary and the parent will be renamed Treeline Biosciences Holdings, Inc., with a potential reverse stock split at closing.
The deal values Treeline at $2.5 billion and Standard BioTools at about $460 million, based on net cash. On a fully diluted basis, former Standard BioTools stockholders are expected to own roughly 16% of the combined company and former Treeline holders about 84%, with final percentages adjusted to Standard BioTools’ net cash at closing.
Standard BioTools must seek stockholder approval for issuing new shares, amending its charter and adopting new equity plans, and must pursue monetization or wind-down of its mass cytometry and microfluidics businesses. Legacy stockholders are expected to receive one contingent value right per share, with potential payments in stock over five years tied to net proceeds from divesting legacy assets and certain existing investments, up to a maximum of 76,000,000 shares. The combined company is expected to have more than $900 million in cash at closing, with runway projected into 2029, and will be led by Treeline’s management team.
Positive
- Strong pro forma cash position and runway: The combined company is expected to have more than $900 million in cash at closing, which management projects will fund operations and multiple clinical milestones into 2029.
- Economic upside via contingent value rights: Pre-merger Standard BioTools stockholders are expected to receive CVRs that can deliver additional stock-based payments over five years from monetizing legacy businesses and specified pre-existing assets, up to 76,000,000 shares.
Negative
- Significant dilution and control shift for existing LAB holders: Former Standard BioTools stockholders are expected to own only about 16% of the combined company on a fully diluted basis, with Treeline holders controlling the remainder and designating most board seats.
- Legacy business uncertainty and wind-down risk: Standard BioTools must sell or otherwise monetize its mass cytometry and microfluidics businesses, and if no definitive deal is signed by S-4 effectiveness it must begin wind-down activities for unsold portions.
Insights
Transformative reverse merger shifts LAB from tools to a cash-rich clinical-stage biotech platform.
The transaction effectively turns Standard BioTools into a public vehicle for Treeline Biosciences. Treeline is valued at $2.5 billion versus about $460 million for Standard BioTools, with the cap table resetting so existing LAB holders own roughly 16% of the combined company on a fully diluted basis.
The combined entity is expected to hold over $900 million in cash at closing, providing projected runway into 2029. That supports multiple Phase 1 oncology programs, additional clinical entries and broader pipeline development without near-term reliance on external financing, though future capital needs will depend on trial outcomes and spending discipline.
Legacy mass cytometry and microfluidics operations are slated for sale or wind-down, with a five-year CVR structure (capped at 76,000,000 shares) passing net monetization proceeds and certain earnouts back to pre-merger LAB holders. Execution risks include obtaining stockholder and regulatory approvals, closing required divestitures on acceptable terms, and delivering compelling clinical data starting in 2027.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
contingent value right financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
non-solicitation regulatory
partial clinical hold medical
Registration Statement on Form S-4 regulatory
UNITED STATES
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Merger Agreement
On June 6, 2026, Standard BioTools Inc., a Delaware corporation (“Standard BioTools”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Treeline Biosciences, Inc., a Delaware corporation (“Treeline”), and Siri Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Standard BioTools (“Merger Sub”), pursuant to which Standard BioTools and Treeline will combine in an all-stock merger upon the terms and conditions set forth in the Merger Agreement. The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Effect of the Merger
The Merger Agreement provides, among other things, that (i) Merger Sub will merge with and into Treeline, with Treeline surviving as a wholly owned subsidiary of Standard BioTools (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), (ii) at the effective time of the Merger (the “Effective Time”), Standard BioTools will file an amendment to its certificate of incorporation (the “Charter Amendment”) to (a) change its name to Treeline Biosciences Holdings, Inc. and (b) effect a reverse stock split (the “Reverse Stock Split”) of all outstanding shares of common stock, par value $0.001 per share, of Standard BioTools (the “Standard BioTools Common Stock”), if the Reverse Stock Split has not been effected prior to the Effective Time as permitted by the Merger Agreement.
As a result of the Merger, each share of Treeline common stock, par value $0.00001 per share (the “Treeline Common Stock”), issued and outstanding immediately prior to the Effective Time and each share of Treeline preferred stock, par value $0.00001 per share (together with the Treeline Common Stock, the “Treeline Capital Stock”), issued and outstanding immediately prior to the Effective Time (in each case, other than shares held in treasury and dissenting shares) will be converted into the right to receive a number of shares of Standard BioTools Common Stock based on an exchange ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”), with the number of shares of Standard BioTools Common Stock that each holder of Treeline Capital Stock is entitled to receive being rounded down to the nearest whole share and computed after aggregating all shares of Treeline Capital Stock held by such holder. The Exchange Ratio is based on the relative capitalization of each of Treeline and Standard BioTools and assumes (i) an equity value for Treeline of $2.5 billion and (ii) an equity value for Standard BioTools equal to $460 million, reduced by the amount by which the Parent Net Cash (as defined in the Merger Agreement, which definition includes deductions for certain liabilities and costs) is less than $449 million at the closing of the Transactions (the “Closing”) or increased by the amount by which Parent Net Cash is more than $451 million at the Closing.
Following the Closing, former Standard BioTools stockholders are expected to hold approximately 16% of the combined company on a fully diluted basis, and former Treeline stockholders are expected to hold approximately 84% of the combined company on a fully diluted basis. Under certain circumstances further described in the Merger Agreement, the pro forma ownership percentages may be adjusted based on the amount of Standard BioTools’ net cash at Closing as finally determined in accordance with the Merger Agreement.
In addition, as of the Effective Time, Standard BioTools will assume Treeline’s 2021 Equity Incentive Plan and each outstanding option to purchase shares of Treeline Common Stock (the “Treeline Options”), whether vested or unvested. Each such Treeline Option so assumed by Standard BioTools will continue to have, and be subject to, the same terms and conditions applicable to such Treeline Option immediately prior to the Effective Time, except that (i) such Treeline Option will be exercisable for that number of shares of Standard BioTools Common Stock equal to the number of shares of Treeline Common Stock subject to such Treeline Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the next nearest share of Standard BioTools Common Stock, and (ii) the exercise price per share of each such Treeline Option will be the exercise price per share in effect for that Treeline Option immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the next nearest cent.
In addition, as of the Effective Time, (i) each warrant to purchase shares of Treeline Capital Stock (each, a “Treeline Warrant”) that has been amended to require net-exercise in connection with the Merger (the “Treeline Converting Warrants”) and that is outstanding immediately prior to the Effective Time will, by virtue of the Merger, be cancelled and extinguished and converted into the right to receive, for each share of Treeline Common Stock that would be received upon the net-exercise of such Treeline Converting Warrant in accordance with its terms, a number of shares of Standard BioTools Common Stock equal to the Exchange Ratio and (ii) each Treeline Warrant that is not a Treeline Converting Warrant and that is outstanding immediately prior to the Effective Time will, by virtue of the Merger, be assumed by Standard BioTools. Each such Treeline Warrant so assumed by Standard BioTools will continue to have, and be subject to, the same terms and conditions applicable to such Treeline Warrant immediately prior to the Effective Time, except that (a) such Treeline Warrant will be exercisable for that number of shares of Standard BioTools Common Stock equal to the number of shares of Treeline Common Stock subject to such Treeline Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the next nearest share of Standard BioTools Common Stock and (b) the warrant price per share will be the warrant price per share in effect for such Treeline Warrant immediately prior to the Effective Time divided by the Exchange Ratio and rounded up to the nearest thousandth of a cent.
Approvals and Conditions to the Transactions
The Transactions have been approved by the Standard BioTools Board of Directors (the “Standard BioTools Board”), a Special Committee of the Standard BioTools Board (the “Special Committee”) and the Treeline Board of Directors. After execution of the Merger Agreement, on June 6, 2026, Treeline stockholders comprising the required majorities under Treeline’s organizational documents delivered their written consent adopting the Merger Agreement and approving the Transactions.
In connection with the Transactions, Standard BioTools will seek the approval of its stockholders for (i) the issuance of shares of Standard BioTools Common Stock to holders of Treeline Capital Stock pursuant to the Merger Agreement and in accordance with the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) (the “Standard BioTools Share Issuance”), (ii) the Charter Amendment and (iii) adoption of a post-Closing equity incentive plan and a post-Closing employee stock purchase plan (the “ESPP”). Receipt of Standard BioTools stockholder approval for the proposals described in clauses (i) and (ii) above is a condition to the Closing.
The consummation of the Transactions is subject to certain other customary closing conditions, including, among other things, (i) the effectiveness of the Registration Statement on Form S-4 to register certain of the shares of Standard BioTools Common Stock to be issued pursuant to the Merger Agreement, (ii) the listing of existing shares of Standard BioTools Common Stock on Nasdaq as of the date of the Closing (the “Closing Date”) and the approval for listing on Nasdaq of the shares of Standard BioTools Common Stock issuable in connection with the Merger, subject to official notice of issuance, and (iii) expiration or termination of the waiting period applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Standard BioTools expects the Transactions to close in the second half of 2026.
Non-Solicitation
From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, Standard BioTools will be subject to customary restrictions on its ability to, among other things, (i) solicit, initiate or knowingly facilitate certain competing acquisition proposals from third parties, (ii) participate in discussions and engage in negotiations with, and provide non-public information to, third parties regarding competing acquisition proposals, (iii) enter into any binding or nonbinding agreement for a competing acquisition proposal and (iv) withdraw, modify or fail to publicly affirm (in certain circumstances) the Standard BioTools Board recommendation in favor of the Transactions, subject to a customary provision that allows Standard BioTools, under certain specified circumstances, to participate in discussions and engage in negotiations with, and provide non-public information to, third parties with respect to a competing acquisition proposal that did not result from a breach of the foregoing restrictions, if the Standard BioTools Board determines in good faith after consultation with its outside legal and financial advisors that such competing acquisition proposal constitutes a Parent Superior Proposal (as defined in the Merger Agreement) or could reasonably be expected to result in a Parent Superior Proposal and that the failure to take such actions would reasonably be expected to be inconsistent with the Standard BioTools Board’s fiduciary duties. Standard BioTools is required to notify Treeline of certain competing acquisition proposals, provide copies of written documentation related to such competing acquisition proposals and give Treeline a customary match period before effecting a change in the Standard BioTools Board recommendation in favor of the Transactions.
Standard BioTools Legacy Businesses
Under the Merger Agreement, Standard BioTools must use its commercially reasonable efforts to effect the sale, license, transfer, disposition, divestiture or other monetization of its mass cytometry and microfluidics businesses (the “Legacy Business” and each such transaction, a “Legacy Transaction”). If Standard BioTools has not entered into a definitive agreement for the disposition of any portion of the Legacy Business on or before the date the Registration Statement is declared effective under the Securities Act of 1933, as amended (the “Securities Act”), Standard BioTools is required to commence mutually agreed wind-down activities with respect to that portion of the Legacy Business.
Termination and Fees
The Merger Agreement contains certain termination rights for each of Treeline and Standard BioTools. Upon termination of the Merger Agreement under specified circumstances, including if Treeline terminates the Merger Agreement due to a change in the Standard BioTools Board recommendation in favor of the Transactions, Standard BioTools will be required to make a payment to Treeline equal to $16.1 million in cash. Standard BioTools will be required to reimburse Treeline’s reasonable out-of-pocket fees in connection with the Transactions in an amount up to $5 million if the Merger Agreement is terminated due to a failure to obtain the required approval of Standard BioTools stockholders.
Combined Company Board of Directors and Executive Team
Standard BioTools and Treeline expect the Board of Directors of the combined company will consist of 12 members, with ten members designated by Treeline and two members designated by Standard BioTools. The parties also expect that, immediately after the Effective Time, Dr. Josh Bilenker, currently the chief executive officer and co-founder of Treeline, will be appointed as Chief Executive Officer of the combined company, Dr. Jeff Engelman, currently the chief scientific officer and co-founder of Treeline, will be appointed as Chief Scientific Officer of the combined company, and Spencer Smith, currently the chief financial officer of Treeline, will be appointed as Chief Financial Officer of the combined company.
Other Terms of the Merger Agreement
The Merger Agreement contains customary representations, warranties and covenants of the parties thereto, including certain covenants regarding the operation of the businesses of Standard BioTools and Treeline from the date of the Merger Agreement until the earlier of the consummation of the Transactions and the termination of the Merger Agreement in accordance with its terms.
The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about Standard BioTools or Treeline. The Merger Agreement includes representations, warranties and covenants of Standard BioTools and Treeline made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of Standard BioTools, Treeline or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Merger Agreement, rather than establishing matters of fact. In addition, the representations and warranties may be subject to exceptions contained in a disclosure schedule to the Merger Agreement which is not filed publicly. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Treeline, Standard BioTools or any of their respective affiliates, the Merger Agreement and the Transactions that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a Proxy Statement of Standard BioTools and a prospectus of Standard BioTools as well as in the Form 10-K, Form 10-Qs and other filings that Standard BioTools makes with the SEC.
Voting Agreements
Concurrently with the execution of the Merger Agreement, certain stockholders of Standard BioTools (including its directors and certain officers), collectively holding approximately 39% of the outstanding shares of Standard BioTools Common Stock, entered into voting agreements (the “Voting Agreements”) pursuant to which they have agreed to vote all of their shares of Standard BioTools Common Stock in favor of the Standard BioTools Share Issuance, the Charter Amendment and the adoption of the post-Closing equity incentive plan and post-Closing ESPP, subject to a reduction in the number of shares subject to the voting requirements for certain stockholders in the event of a change in the recommendation of the Special Committee in favor of the Transactions such that the aggregate number of outstanding shares of Standard BioTools Common Stock subject to the voting requirements in the Voting Agreements is reduced to approximately 30% of the outstanding shares of Standard BioTools Common Stock.
The preceding summary of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Voting Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Lock-Up Agreements
Concurrently with the execution of the Merger Agreement, certain stockholders of each of Standard BioTools and Treeline (including each individual who will serve as a director or executive officer of the combined company following the Closing) entered into lock-up agreements (the “Lock-Up Agreements”), pursuant to which, subject to specified exceptions, such persons agreed not to offer, pledge, sell or otherwise transfer or dispose of, directly or indirectly, certain of the shares of the common stock of the combined company (or any securities convertible into or exercisable or exchangeable for shares of the common stock of the combined company) held by such person for a period of 180 days following the Closing.
The preceding summary of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Lock-Up Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated herein by reference.
Contingent Value Rights Agreement
Prior to the Effective Time, Standard BioTools expects to declare a dividend to Standard BioTools stockholders as of the close of business on the last business day prior to the day on which the Effective Time occurs in the form of one contingent value right (each, a “CVR”) for each outstanding share of Standard BioTools Common Stock held by such stockholder on such date. The payment date for such dividend will be three business days after the Effective Time. The CVRs will be issued pursuant to the terms of a Contingent Value Rights Agreement to be entered into between Standard BioTools and a rights agent (the “CVR Agreement”).
Pursuant to the CVR Agreement, the holder of each CVR will be entitled to receive a payment for each 12-month CVR payment period during the five year term of the CVR Agreement, consisting of a number of shares of Standard BioTools Common Stock (with fractional shares settled in cash) equal to such holder’s pro rata portion of the aggregate net proceeds received by the combined company during such 12-month CVR payment period from the following sources: (i) proceeds from any sale, disposition, or other monetization of the Legacy Business; (ii) proceeds from convertible notes or other investments held by Standard BioTools as of the Closing Date; (iii) earnout, milestone, royalty or other similar contingent payments due to Standard BioTools under contracts in effect as of the Closing Date, including payments from Illumina, Inc. pursuant to the Stock Purchase Agreement dated June 22, 2025; and (iv) any surplus in Standard BioTools’ net cash delivered at Closing as finally determined under the Merger Agreement. The maximum number of shares of common stock of the combined company which may be issued by the combined company pursuant to the CVR Agreement is 76,000,000. There can be no assurance that any payments will be made on the CVRs.
The right to the contingent payments contemplated by the CVR Agreement is a contractual right only and is not transferable, except in the limited circumstances specified in the CVR Agreement. The CVRs are not evidenced by a certificate or any other instrument and are not registered with the SEC. The CVRs do not have any voting or dividend rights and do not represent any equity or ownership interest in Standard BioTools or any of its respective affiliates. No interest will accrue on any amounts payable in respect of the CVRs.
The preceding summary of the CVR Agreement does not purport to be complete and is qualified in its entirety by reference to the form of CVR Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and which is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Certain of the shares of Standard BioTools Common Stock being issued in the Merger will be issued in private placements exempt from registration under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the Standard BioTools Common Stock or any other securities of Standard BioTools or Treeline.
| Item 5.01 | Changes in Control of Registrant. |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On June 8, 2026, Standard BioTools and Treeline issued a joint press release announcing the execution of the Merger Agreement (the “Press Release”), and Standard BioTools included prepared remarks and an investor presentation on its website. On June 8, 2026, Standard BioTools conducted a town hall for its employees related to the Transactions. Copies of the Press Release, the prepared remarks, the investor presentation and the town hall presentation are attached as Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, respectively.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibits 99.1, 99.2, 99.3 and 99.4, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibits 99.1, 99.2, 99.3 and 99.4, be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding the structure and timing of the proposed Merger; expectations regarding the perceived benefits of and opportunities from the Transactions; expectations regarding the ownership structure of the combined company; the expected management team of the combined company; the potential for Standard BioTools stockholders to receive consideration pursuant to the CVRs; expectations regarding the trading of the combined company’s common stock on Nasdaq after the closing of the Transactions; and any assumptions underlying any of the foregoing. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: (i) the ability to obtain the requisite approval from stockholders of Standard BioTools; (ii) the risk that the Transactions may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals will be made; (iv) the possibility that any or all of the various conditions to the consummation of the Transactions may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances that would require either party to pay a termination fee or other expenses; (vi) the effect of the pendency of the Transactions on the parties’ ability to retain and hire key personnel, their ability to maintain relationships with customers, suppliers and others with whom they do business, their business generally or their stock price; (vii) risks related to diverting management’s attention from ongoing business operations or the loss of one or more members of the management team; (viii) the risk that stockholder litigation in connection with the Transactions may result in significant costs of defense, indemnification and liability; (ix) the parties’ ability to realize the anticipated benefits of the Transactions; (x) the risk that the parties may assume unexpected liabilities and expenses as a result of the Transactions; (xi) the risk that the potential dispositions of Standard BioTools’ Mass Cytometry and Microfluidics businesses may not be completed on favorable terms or at all; (xii) the risk that Standard BioTools could fail to maintain the listing of the Standard BioTools Common Stock on Nasdaq; (xiii) uncertainties as to the potential for development, commercialization and other benefits of any of Treeline’s product candidates; and (xiv) uncertainties as to Treeline’s anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for commencing clinical trials and announcing data and other clinical results. For information regarding other related risks, see the “Risk Factors” section of Standard BioTools’ Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, Standard BioTools’ most recent Quarterly Report on Form 10-Q and in Standard BioTools’ other filings with the SEC. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. These forward-looking statements speak only as of the date hereof. Neither Standard BioTools nor Treeline assumes any obligation to, and does not currently intend to, update any such forward-looking statements except as may be required by law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction involving Standard BioTools and Treeline. In connection with the proposed transaction and required stockholder approval, Standard BioTools intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement and a prospectus of Standard BioTools. This communication is not a substitute for the proxy statement/prospectus or any other document that Standard BioTools may file with the SEC or send to its stockholders in connection with the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Any definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of Standard BioTools.
INVESTORS AND STOCKHOLDERS OF STANDARD BIOTOOLS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS, SUPPLEMENTS AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STANDARD BIOTOOLS, TREELINE AND THE PROPOSED TRANSACTION. Copies of the materials filed or to be filed by Standard BioTools with the SEC may be obtained free of charge on Standard BioTools’ Investor Relations website at https://investors.standardbio.com/ or by contacting Standard BioTools’ Investor Relations department at ir@standardbio.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.
Participants in the Solicitation
Standard BioTools, Treeline and certain of their respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies of Standard BioTools stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of Standard BioTools’ executive officers and directors in the solicitation by reading Standard BioTools’ proxy statement for its 2026 annual meeting of stockholders (including under the headings “Management and Corporate Governance,” “Executive Officer and Director Compensation,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” “Executive Compensation” and “Certain Relationships and Related Transactions, and Director Independence”), its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q and Standard BioTools’ other filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Standard BioTools stockholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other relevant materials when filed with the SEC in connection with the proposed transaction. Information regarding Treeline’s directors and executive officers who may be deemed participants in the solicitation will be contained in the registration statement on Form S-4 when it becomes available. These documents are or will be available free of charge at the SEC’s website at www.sec.gov or by going to Standard BioTools’ Investor Relations website at http://investors.standardbio.com or contacting Standard BioTools’ Investor Relations department at ir@standardbio.com.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 2.1* | Agreement and Plan of Merger and Reorganization, by and among Treeline Biosciences, Inc., Standard BioTools Inc. and Siri Merger Sub, Inc. dated as of June 6, 2026. | |
| 10.1 | Form of Voting Agreement. | |
| 10.2 | Form of Lock-Up Agreement. | |
| 10.3 | Form of CVR Agreement. | |
| 99.1 | Press Release, dated as of June 8, 2026. | |
| 99.2 | Prepared Remarks. | |
| 99.3 | Investor Presentation. | |
| 99.4 | Town Hall Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Standard BioTools agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request; provided that Standard BioTools may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.
SIGNATURE
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 hereunto duly authorized.
| Date: June 8, 2026 | STANDARD BIOTOOLS INC. | |
| By: | /s/ Alex Kim | |
| Name: Alex Kim | ||
| Title: Chief Financial Officer | ||
Exhibit 99.1
Standard BioTools and Treeline Biosciences Announce Merger Agreement
Combined company to operate as Treeline Biosciences, advancing a deep pipeline of small molecule inhibitors, protein degraders and targeted therapy antibody-drug conjugates
Company to be led by Treeline CEO and co-founder Josh Bilenker, MD, and experienced team of proven drug developers
Treeline’s pipeline includes three Phase 1 programs with multiple anticipated clinical data readouts beginning in 2027
Well capitalized with over $900 million in cash expected at closing, providing runway into 2029
Supplemental investor materials, including management remarks, posted on Standard BioTools website
BOSTON, Mass. and WATERTOWN, Mass., June 8, 2026 – Standard BioTools Inc. (NASDAQ: LAB) (“Standard BioTools”) and Treeline Biosciences, Inc. (“Treeline”) today announced they have entered into a definitive merger agreement to combine in an all-stock transaction. Upon completion of the transaction, which is expected to occur in the second half of 2026, the combined company is expected to operate under the name Treeline Biosciences and trade on the Nasdaq under the ticker symbol “TRLN.”
Since its founding in 2021, Treeline has established a productive in-house discovery and development organization that has brought three programs into Phase 1 development with a fourth planned clinical entry in 2026. These clinical-stage programs address molecular targets in oncology and have expected interim data readouts starting in 2027. Three additional programs are expected to enter the clinic in 2027 and 2028 in oncology, neurology and immunology.
The proposed transaction would add approximately $450 million in net cash from Standard BioTools to the combined company's balance sheet. At closing, the combined company is expected to have more than $900 million in pro-forma cash, which is expected to fund operations into 2029. Treeline previously raised approximately $1.2 billion from a syndicate of leading life sciences investors.
"2027 and 2028 should be transformative years for Treeline, with interim data expected from our clinical programs and several new programs beginning clinical testing,” said Josh Bilenker, MD, co-founder and Chief Executive Officer of Treeline. “After just five years of company operations, today’s announcement reflects the productivity and talents of our team. Operating as a public company with a strengthened balance sheet will help us build an enduring biopharma company.”
“Over the last several months, our Board and management team conducted a comprehensive review of potential growth initiatives and determined that a combination with Treeline is the best path forward to maximize value for our shareholders,” said Michael Egholm, PhD, President and Chief Executive Officer of Standard BioTools. “Standard BioTools was founded with a purpose to accelerate breakthroughs in human health and help develop better drugs faster. Through disciplined execution, we have strategically transformed our portfolio, meaningfully improved our financial profile and strengthened our balance sheet. Treeline has assembled an exceptional team with a proven track record in drug development and built a diversified portfolio of precision medicines focused on some of the most important opportunities in oncology and beyond. Deploying our capital behind this team and pipeline gives our stockholders exposure to a catalyst-rich portfolio with significant potential for value creation in both the near- and long-term.”
Treeline’s Lead Programs and Pipeline
Treeline’s pipeline includes small molecule inhibitors, protein degraders and targeted therapy antibody-drug conjugates (TT-ADCs). The unique demands of each target determine which drug modality is used. Treeline currently has three programs in Phase 1 clinical trials. Each was selected based on a robust data package that informed a clear development plan. Additional details regarding Treeline’s lead programs and pipeline can be found in the supplemental investor materials posted on the Investor Relations page of Standard BioTools’s website.
| · | TLN-121 is an oral protein degrader designed to remove BCL6 from cancer cells while avoiding off-targets that could cause toxicity. This profile maximizes its potential for single-agent activity, while maintaining the ability to combine well with standard-of-care lymphoma therapies. In an ongoing Phase 1 study, there is early clinical evidence of broad single-agent activity and tolerability in heavily pretreated B-cell and T-cell lymphoma patients. |
| · | TLN-372 is an oral inhibitor of KRAS. KRAS mutations are present in roughly one in four adult cancers, including lung, pancreatic, colorectal and gynecological cancers. Through novel chemistry, TLN-372 was designed to achieve deep and sustained pan-KRAS inhibition, while sparing HRAS and NRAS. This profile was chosen because avoiding HRAS and NRAS mediated toxicities could improve its potential to combine with chemotherapy, immunotherapy, anti-EGFR antibodies and other modalities, while preserving dose intensity, in early lines of therapy. In an ongoing Phase 1 study, free drug exposures are consistent with preclinical predictions. As such, the program is on track to demonstrate the therapeutic potential of pan-KRAS inhibition which is not pharmacologically limited. |
| · | TLN-254 is an oral inhibitor of EZH2, which regulates gene expression and is frequently overactive or mutated in cancer. TLN-254 was in-licensed following Phase 2 evaluation in China, where it was subsequently approved for commercial sale. The program was selected based on its combination potential with TLN-121 for the treatment of aggressive lymphomas. In a Treeline conducted Phase 1 study, single-agent activity and safety have been consistent with published data from China in heavily pretreated T-cell lymphoma patients. |
| · | A fourth program, TLN-499, is expected to enter Phase 1 in 2026. TLN-499 is an oral protein degrader that selectively targets BCL-XL. Certain cancer cells rely on BCL-XL and other pro-survival proteins to prevent apoptosis, suggesting that antagonizing BCL-XL could meaningfully enhance the activity of other drug classes such as chemotherapy and targeted agents. |
| · | Treeline also has a robust discovery pipeline spanning oncology, neurology and immunology that is expected to produce three additional expected clinical entries in 2027 and 2028. Treeline plans to provide additional guidance on these programs and the existing clinical portfolio in the first quarter of 2027. |
Standard BioTools Pursuing Strategic Options to Maximize Value of Mass Cytometry and Microfluidics Businesses
Treeline does not intend to operate Standard BioTools’s Mass Cytometry and Microfluidics businesses, and Standard BioTools is exploring a range of options, including divestitures, to maximize the value of these businesses for Standard BioTools stockholders.
Dr. Egholm continued, “Our Mass Cytometry and Microfluidics businesses provide our customers with next-generation solutions designed to help biomedical researchers develop better therapeutics faster. We believe that pursuing independent options for each business is the most effective path forward for our people and technology.”
There can be no assurances that any transaction relating to either the Mass Cytometry or the Microfluidics businesses will be consummated.
Transaction Details, Timing and Approvals
The transaction, which is structured to be tax-free to Standard BioTools and Treeline shareholders, values Standard BioTools at net cash delivered at closing plus $10 million, which is estimated to be $460 million. The transaction also provides for a closing dividend to pre-combination Standard BioTools stockholders of one contingent value right (“CVR”) per share representing the right to receive certain payments in the form of shares of the combined company based on the amount of net proceeds, if any, received by the combined company related to pre-merger legacy assets, including the Mass Cytometry and Microfluidics businesses and up to $50 million in earnout payments related to Illumina, Inc.’s previously completed acquisition of Standard BioTools’s SomaLogic business.
At the closing of the proposed combination, pre-merger Standard BioTools stockholders are expected to own approximately 16% of the combined company, and pre-merger Treeline stockholders are expected to own approximately 84% of the combined company, with such ownership percentages being subject to adjustment based on the amount of Standard BioTools’ net cash at closing, as determined in accordance with the terms of the merger agreement.
The transaction has been approved by both the Standard BioTools Board of Directors and a Special Committee of the Standard BioTools Board of Directors. The transaction has been approved by the Treeline Board of Directors and stockholders.
The transaction is expected to close in the second half of 2026, subject to receipt of required regulatory approvals, approval by Standard BioTools stockholders and other customary closing conditions. In connection with the transaction, certain stockholders of Standard BioTools have agreed to vote shares in favor of the transaction.
Management
Josh Bilenker, MD, co-founder and Chief Executive Officer of Treeline, will lead the combined company. Dr. Bilenker previously founded and led Loxo Oncology through the development of three FDA-approved medicines and its $8 billion acquisition by Eli Lilly. Prior to Loxo, he held roles at Aisling Capital and the U.S. Food and Drug Administration.
Jeff Engelman, MD, PhD, co-founder and Chief Scientific Officer of Treeline, will serve as CSO of the combined company. Dr. Engelman previously led an academic research laboratory at Massachusetts General Hospital before joining Novartis Institutes for Biomedical Research as global head of oncology.
Spencer Smith, MBA, Chief Financial Officer of Treeline will serve as CFO of the combined company. Prior to Treeline, he was SVP and CFO at Sentio Investments and CFO at Sentio Healthcare Properties, a public, non-traded REIT. Prior to Sentio, he held roles at Aisling Capital and McKinsey & Company.
Following closing of the transaction, the Board of Directors of the combined company will be composed of 12 directors, including 10 Treeline designees and two Standard BioTools designees.
Investor Materials
Prepared remarks from Standard BioTools and Treeline management and associated presentation materials are available on the Standard BioTools investor relations website.
Advisors
Centerview Partners LLC is serving as financial advisor and Freshfields LLP and Richards, Layton & Finger, P.A. are serving as legal counsel to Standard BioTools. UBS Investment Bank is serving as financial advisor to the Special Committee of the Standard BioTools Board of Directors.
Wedbush Securities Inc. is acting as exclusive financial advisor and Fenwick & West LLP is serving as legal counsel to Treeline.
About Treeline Biosciences, Inc.
Treeline is a clinical-stage biopharma company that aspires to make medicines at the highest level. We match compelling biological targets with proven drug approaches, including small molecule inhibitors, protein degraders, and targeted therapy antibody-drug conjugates, by integrating in-house R&D with leading-edge computational tools. We choose programs with the potential to redefine the treatment of serious diseases. We are led by a team with deep experience across drug discovery and development, working across the U.S. and Europe. Our pipeline spans oncology, neurology and immunology. Learn more at treeline.bio.
About Standard BioTools Inc.
Standard BioTools, Inc. (NASDAQ: LAB), is 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. The Company's established portfolio includes essential, standardized next-generation solutions designed to help biomedical researchers develop better therapeutics faster. Learn more at standardbio.com or connect with us on X, Facebook®, LinkedIn, and YouTube™.
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Limited Use Label License and other terms may apply: standardbio.com/legal/terms-and-conditions/.
Patent and License Information: standardbio.com/legal/notices.
Trademarks: standardbio.com/legal/trademarks. Any other trademarks are the sole property of their respective owners. ©2026 Standard BioTools Inc. (f.k.a. Fluidigm Corporation). All rights reserved.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding the expected timing of the closing of the transaction; the potential benefits of the proposed transaction; the prospective performance and outlook of the combined company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction; the competitive position of the combined company; the expected post-closing ownership of the combined company; the expected management team and Board of Directors of the combined company; the combined company's expected cash at closing and cash runway; Treeline’s product candidates and the potential benefits thereof and potential new indications; Treeline’s expectations with regard to the timing and availability of data from its current and planned clinical trials and preclinical studies; the timing of IND filings and planned clinical entries for Treeline’s preclinical programs; the expected development activities and related timing of such activities of the combined company’s product candidates; the timing of the announcement of trial results of the combined company’s product candidates; the potential market size and size of the potential patient populations for Treeline’s product candidates and any future product candidates; as well as any assumptions underlying any of the foregoing. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: (i) the ability to obtain the requisite approval from stockholders of Standard BioTools; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require either party to pay a termination fee or other expenses; (vi) the effect of the pendency of the proposed transaction on the parties’ ability to retain and hire key personnel, their ability to maintain relationships with customers, suppliers and others with whom they do business, their business generally or their stock price; (vii) risks related to diverting management’s attention from ongoing business operations or the loss of one or more members of the management team; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability; (ix) the parties’ ability to realize the anticipated benefits of the proposed transaction; (x) the risk that the parties may assume unexpected liabilities and expenses as a result of the transaction; (xi) the risk that the potential dispositions of Standard BioTools’ Mass Cytometry and Microfluidics businesses may not be completed on favorable terms or at all; (xii) the risk that Standard BioTools could fail to maintain the listing of its common stock on Nasdaq; (xiii) uncertainties as to the potential for development, commercialization and other benefits of any of Treeline’s product candidates; and (xiv) uncertainties as to Treeline’s anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for commencing clinical trials and announcing data and other clinical results. For information regarding other related risks, see the “Risk Factors” section of Standard BioTools’ Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, Standard BioTools’ most recent Quarterly Report on Form 10-Q and in Standard BioTools’ other filings with the SEC. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. These forward-looking statements speak only as of the date hereof. Neither Standard BioTools nor Treeline assumes any obligation to, and does not currently intend to, update any such forward-looking statements except as may be required by law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction involving Standard BioTools and Treeline. In connection with the proposed transaction and required stockholder approval, Standard BioTools intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement and a prospectus of Standard BioTools. This communication is not a substitute for the proxy statement/prospectus or any other document that Standard BioTools may file with the SEC or send to its stockholders in connection with the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Any definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of Standard BioTools.
INVESTORS AND STOCKHOLDERS OF STANDARD BIOTOOLS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS, SUPPLEMENTS AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STANDARD BIOTOOLS, TREELINE AND THE PROPOSED TRANSACTION. Copies of the materials filed or to be filed by Standard BioTools with the SEC may be obtained free of charge on Standard BioTools’ Investor Relations website at https://investors.standardbio.com or by contacting Standard BioTools’ Investor Relations department at ir@standardbio.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.
Participants in the Solicitation
Standard BioTools, Treeline and certain of their respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies of Standard BioTools stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of Standard BioTools’ executive officers and directors in the solicitation by reading Standard BioTools’ proxy statement for its 2026 annual meeting of stockholders (including under the headings “Management and Corporate Governance,” “Executive Officer and Director Compensation,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” “Executive Compensation” and “Certain Relationships and Related Transactions, and Director Independence”), its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q and Standard BioTools’ other filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Standard BioTools stockholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other relevant materials when filed with the SEC in connection with the proposed transaction. Information regarding Treeline’s directors and executive officers who may be deemed participants in the solicitation will be contained in the registration statement on Form S-4 when it becomes available. These documents are or will be available free of charge at the SEC’s website at www.sec.gov or by going to Standard BioTools’ Investor Relations website at http://investors.standardbio.com or contacting Standard BioTools’ Investor Relations department at ir@standardbio.com.
Contacts:
Treeline Biosciences
IR:
Sarah McCabe
samccabe@treeline.bio
Media:
FGS Global
TreelineBiosciences@fgsglobal.com
Standard BioTools
IR:
ir@standardbio.com
Media:
Dan Moore / Nick Lamplough / Tali Epstein
Collected Strategies
LAB-CS@collectedstrategies.com
Exhibit 99.2
Operator
| · | Thank you for joining the Standard BioTools and Treeline Biosciences merger announcement conference call. I would now like to turn the call over to John Graziano, Standard BioTools’ Vice President of Investor Relations. Please go ahead. |
Forward-Looking Statements – John
| · | Thank you, operator. Joining me on today’s call is Michael Egholm, Standard BioTools’ President and CEO and Josh Bilenker, CEO and Co-Founder of Treeline. |
| · | Before we begin, I would like to remind everyone that certain statements made on this call may be considered forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995 These forward-looking statements involve a number of assumptions, risks, and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. |
| · | These risk factors are discussed in detail in our press release and investor presentation and other filings that we make with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except to the extent required by law. |
| · | With this, I will turn it over to Michael. |
Introduction/Rationale - Michael Egholm
| · | Thank you, John. I first want to walk through the process conducted by the management team and the Standard BioTools Board of Directors that led to this transaction and why we believe this is the best path forward to maximize value for Standard BioTools shareholders. |
| · | We will then review the terms of the transaction, and Josh Bilenker, Treeline’s Co-Founder and CEO, will provide an overview of Treeline, the company’s differentiated approach to drug development, its clinical-stage pipeline and the value creation opportunity ahead. |
| · | Standard BioTools was founded with a thesis that thoughtful capital allocation combined with disciplined execution and a lean operating model can unlock shareholder value by accelerating breakthroughs in human health. |
| · | Since inception, we have remained focused on those core principles, acquiring a portfolio of innovative tools that uncover unique insights and help accelerate drug discovery, while improving our profitability profile. We have also taken a capital markets approach to our portfolio, for example, divesting SomaLogic to Illumina to unlock value and strengthen our balance sheet. |
| · | When we completed the transaction with Illumina earlier this year, we embarked on an exhaustive review of strategic opportunities, evaluating assets of various sizes and profiles ranging from smaller bolt-on acquisitions to more transformative transactions and everything in between. And we did not limit ourselves to just Life Science Tools but rather focused on a broad range of opportunities to maximize shareholder returns, through a disciplined framework to identify attractive assets at the right valuation where we could create value. |
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| · | Out of this process, we came to the conclusion that deploying our capital in a merger with Treeline is the best path forward to maximize value for our shareholders. Treeline has assembled an exceptional team of proven drug developers and built a compelling portfolio of precision medicines spanning multiple therapeutic areas and modalities with the potential to address significant areas of unmet need. |
| · | We believe the combination of financial strength, a pipeline with near- and long-term catalysts and the successful track record of this management team provides our shareholders with a compelling opportunity for value creation that exceeds what we believe we could achieve on a standalone basis. |
| · | Let me now walk through the key terms of the transaction. This is an all-stock transaction whereby current Standard BioTools shareholders are expected to own approximately 16% and current Treeline shareholders are expected to own approximately 84% of the combined company. |
| · | The new company will operate as Treeline and the current Treeline team will run the business with Josh and Jeff’s continued leadership. Given our ownership position in the new company, two Standard BioTools directors will join the combined company’s Board. |
| · | Treeline does not intend to operate our Mass Cytometry and Microfluidics business units. As such, we are in the process of exploring a range of opportunities, including divestures, to maximize the value of the two businesses. |
| · | Our Mass Cytometry and Microfluidics businesses are differentiated technologies that allow our customers to uncover unique insights into human health. We believe pursuing independent options for each business is the most effective path forward for our people, the technology, and our customers. |
| · | Any incremental net proceeds received after the Treeline merger from our legacy assets, including the Mass Cytometry and Microfluidics businesses and up to $50 million in earnout payments and royalties related to our completed SomaLogic transaction with Illumina, will be returned to pre-merger Standard BioTools stockholders through a contingent value right to be settled in additional shares of the combined company. |
| · | The Standard BioTools Board of Directors and a Special Committee of the Standard BioTools Board of Directors has approved of this transaction. |
| · | Finally, we have signed voting agreements with certain of our shareholders and expect to complete the transaction in the second half of 2026, once we have received all of the required approvals. |
| · | With that, let me turn the call over to Josh to share more about Treeline. |
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Treeline Overview – Josh Bilenker
Good morning, everyone. I want to begin by taking a moment to thank Michael, the management team and the Board of Directors at Standard BioTools for their support and belief in our team and our pipeline. I look forward to working for our collective shareholders and leading the combined company towards many exciting near- and long-term goals.
Our merger with Standard BioTools strengthens an already strong balance sheet as we enter 2027 and 2028. We believe these will be transformative years for Treeline, as you will hear in a moment when I talk about the pipeline. We expect proforma combined cash at close to exceed $900 million, which will support interim data readouts for our clinical-stage programs, as well as support several exciting new clinical trial starts.
Let me start with some back story. I'm a trained oncologist, and have dedicated my career to bringing new medicines from scientific concept to FDA approval. In the past, I worked as an FDA reviewer and VC investor. For the last 13 years I have been a biotech founder and operating CEO. Before Treeline, I founded and led Loxo Oncology as CEO, guiding the company from inception to its sale to Eli Lilly in 2019. After the sale, I served briefly at Lilly as head of a newly formed oncology unit before starting Treeline. The thing I’m most proud of from that time is that all three Loxo programs became FDA approved medicines.
Five years ago, Jeff Engelman and I co-founded Treeline with the goal of creating an enduring biopharma company that could credibly and repeatedly discover drugs against high-value molecular targets in oncology and other serious diseases. Jeff was on the founding scientific advisory board of Loxo. He worked at NIBR Novartis running oncology R&D. Jeff’s ability to identify new drug opportunities, recruit a superlative team, design experiments and adapt to new data are just some of his unique talents.
When we first launched Treeline, we asked investors for a long cash runway that wasn’t contingent on interim milestones so that we could build a deep pipeline from scratch. We pitched a company discovery model built around multiple teams of internal domain experts who had a track record of delivering clinical candidates. We believed then, and even more so now, that drugging difficult targets requires hand-built solutions. Today, Treeline has sub-teams with proven expertise in small molecule inhibitors, protein degraders and targeted therapy ADCs. This menu of technologies allows us to consider a wide berth of molecular targets. More about that later.
Our platform story is repeatability. We want to be known as a company that picks good targets, nominates great development candidates and makes thoughtful development decisions. We want to be a company that proves it can do those things over and over. We use some very cutting-edge methods in the lab and in silico to get things done, but we don’t speak about them loudly. We want to be defined by our clinical data, not our enabling tools.
In just five years, we have generated an exciting pipeline of 10 plus home grown programs. I’ll talk through some of them now, and I encourage you to reference the accompanying slide deck for additional details.
The first program I will talk about is TLN-121, an oral protein degrader targeting BCL6. BCL6 is a lineage transcription factor that has long been a target of interest in lymphoma. Published data show that traditional inhibitors targeting BCL6 do not sufficiently suppress the target to cause tumor regression. Our team used a degrader approach and put forward a chemical series that had an unusual combination of potency, selectivity, and oral pharmacology. TLN-121 was designed to minimize the degradation of off-target proteins, which we believe should lead to improved tolerability in patients. Given the many active available therapy classes for lymphoma, combinability was an important design feature for ‘121. Combination regimens that include chemotherapy, CD-19 and CD-20 targeted therapies, CAR-T and other drug classes will likely be important to maximizing the potential of ‘121, or any new anti-lymphoma agent.
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We are currently enrolling a Phase 1 trial for TLN-121 in patients with B-cell and T-cell lymphoma. ‘121 has shown compelling single-agent activity and a favorable safety profile in heavily pretreated patients. In our first 19 efficacy evaluable patients, we have seen tumor regressions at all doses and across diffuse large B-cell lymphoma, follicular lymphoma and T-follicular helper cell subsets of peripheral T-cell lymphoma. The overall response rate is 84% and the CR rate is 32%, as measured by the Lugano criteria. In 2027, we plan to announce interim data and provide long-term development guidance about what we believe could be a practice changing medicine in lymphoma.
I’ll turn now to TLN-254, an oral EZH2 inhibitor, which is also in development for lymphoma. EZH2 is a master regulator of cell proliferation, apoptosis and senescence. We licensed ex-China rights to ‘254 from Jiangsu Hengrui Pharmaceuticals, which markets the agent in China in relapsed/refractory peripheral T-cell lymphoma. We licensed ‘254 because we were intrigued by its combination potential with TLN-121, especially in DLBCL.
We have been evaluating the pharmacokinetics of ‘254 in a western population by studying it as a monotherapy in a dose randomized Phase 1 trial in peripheral and cutaneous T-cell lymphoma. Across both doses, in 21 efficacy evaluable peripheral T-cell lymphoma patients, we observed an overall response rate of 62%, with a CR rate of 33%, as measured by the Lugano criteria. These data are substantially similar to those reported by Hengrui.
On June 2nd, the FDA placed a partial clinical hold on the TLN-254 monotherapy Phase 1 study and the TLN-254 combination cohorts within the TLN-121 Phase 1 study due to concerns regarding the potential for secondary malignancies. This FDA action follows Ipsen’s voluntary withdrawal of its EZH2 inhibitor Tazverik®, in response to an imbalance of secondary malignancies observed in its confirmatory Phase 3 trial in follicular lymphoma. Enrollment in the TLN-254 monotherapy study and the combination cohorts of the TLN-121 study have been paused. Patients currently deriving clinical benefit from '254 may continue treatment, and investigators are in the process of reconsenting them and explaining the reason for the partial clinical hold. We are deeply committed to patient safety and are working with the Agency to address the partial hold. We continue to believe, as do many of our investigators, that ‘254 may warrant further evaluation in combination with TLN-121 in aggressive lymphomas, where unmet medical need remains high.
Our third clinical program is TLN-372, an oral KRAS inhibitor. I trust most people listening to this are familiar with the KRAS landscape and some of the recent news out of ASCO. You may be asking yourself how Treeline fits into a world of pan-RAS inhibitors, mutant selective inhibitors and even other pan-KRAS inhibitors. We ultimately expect to answer such questions with interim clinical response and safety data in 2027. But for now, we will outline some of the concepts that motivated us to design ‘372 from scratch, and how its results may not correlate with those of other pan-KRAS inhibitors.
We expect ‘372 to differentiate in the clinic based on its ability to achieve therapeutic free-drug exposures throughout the dosing period and to avoid HRAS and NRAS mediated toxicities. This profile should allow for the deep target inhibition required for single-agent responses, as well as for dose intense combinability with cytotoxics, immunotherapies, anti-EGFR antibodies and other drug classes. We believe strongly—because of the biology of RAS mutated cancers—that dose intense combination regimens are the future of the field, especially in earlier lines of therapy.
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We are enrolling a Phase 1 dose escalation trial for TLN-372 in patients with KRAS mutant or KRAS wild-type amplified solid tumors. Currently in our fourth dose level, we are solidly on thesis, with PK observed to date in patients consistent with preclinical modeling. We believe ‘372 has the potential to avoid the drug exposure limitations that have been common in the KRAS inhibitor field. We are optimistic that we will be able to reach our pharmacokinetic objectives and that selectivity against HRAS and NRAS will avoid some of the toxicities that have limited dose intensity for other programs.
I’ll turn now to a fourth program, TLN-499, which is expected to enter the clinic this year. ‘499 is an oral protein degrader that selectively targets BCL-XL. Certain cancer cells rely on BCL-XL alongside other pro-survival proteins to prevent apoptosis. Extensive literature suggests that antagonizing BCL-XL could meaningfully potentiate other drug classes such as chemotherapeutics and targeted therapies including EGFR, KRAS, BRAF, MEK and BCL-2 inhibitors. To figure out which, if any, of these combination pairs had the potential for the best clinical results, we relied on data from over 200 patient-derived xenograft models to prioritize our development plans. Another thing we had to figure out for this program was how to manage platelet toxicity, since BCL-XL is an essential mediator of platelet survival. ‘499 was designed to potently degrade BCL-XL, which may mitigate, but not eliminate, the platelet toxicity observed with previous generations of inhibitors. Despite the development complexities, internal data for ‘499 are compelling and we believe support a clear clinical path. We are eager to get started in the clinic soon.
To review, our first three home grown clinical programs—'121, ‘372 and ‘499—are a degrader, an inhibitor and a degrader, respectively. All three targets, BCL6, KRAS and BCL-XL, are oncology targets. The next three expected clinical entries involve some Treeline themes that I haven’t mentioned yet. One is our interest in therapeutic areas outside of oncology. Another is the platform build we undertook to be able to address previously unliganded pockets and proteins. And a third is our excitement around targeted therapy ADCs.
The next three expected clinical entries include programs that address diseases outside of oncology. More specifically, neurology and immunology. As noted at the beginning of my remarks, we see ourselves as target pickers who make good drug design and development choices. Many of our team members have worked in other therapeutic areas and we often consider new program concepts that we think can work, make a difference for patients and play to the strengths of our team.
A previously unliganded target refers to a protein domain for which there is nothing in the public sphere—be it the peer reviewed literature or the patent literature—showing that a small molecule can bind to it. Put another way, it is a target that has no known starting points for a medicinal chemist. Addressing previously unliganded pockets and proteins requires team and technology capabilities that include real and virtual compound libraries, protein science, novel biochemistry and biophysical assay development, structural biology, in vivo model development and extensive computational enablement. The last part, computation, includes physics-based modeling, AI, and workflow solutions that connect different data sources. We have learned that the true power of computation comes only through tight integration with traditional wet-lab teams. After a lot of work and fine tuning, I’m pleased that we have teams, technologies, and processes that are putting up results against previously unliganded pockets and proteins. We expect at least one near-term clinical entry from this category.
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Last, a word on targeted therapy ADCs. These are ADCs that use a precision medicine payload instead of a cytotoxic. The antibody’s job is to direct the payload away from a susceptible healthy tissue that would otherwise be responsible for a dose-limiting toxicity. Building a targeted therapy ADC requires antibody and linker expertise, as well as the ability to pursue difficult small molecule chemistry on the payload side. We expect at least one targeted therapy ADC to be among our next three clinical entries.
Let me conclude with a brief comment on our data disclosure philosophy. As we move our clinical programs forward and as new programs enter the clinic, we want to ensure that we avoid incremental and confusing updates. Right now, we are guiding to clinical entry of ‘499 in 2026, interim data read outs for ’121 and ‘372 in 2027, and three additional clinical entries in 2027 and 2028. In the first quarter of 2027, we will provide additional program level guidance.
I want to close with a message of gratitude. Thank you to my fellow Treeline employees for taking a chance on each other and working so hard. Thank you to the Treeline investors who have shared the vision and wanted to think big. And thank you to the team and investors at Standard BioTools for joining us on the journey—we promise to work hard for you.
This concludes my remarks and I will now hand the call back to the operator.
Closing Remarks – Operator
| · | This concludes our call, thank you. |
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding expectations with respect to the acquisition of Treeline Biosciences, Inc. (“Treeline”) by Standard BioTools Inc. (“Standard BioTools”) (the "Transaction"), the ability of the parties to complete the Transaction; the expected post-closing ownership of the combined company; the expected management team and Board of Directors of the combined company; the combined company's expected cash balance and cash runway; Treeline’s product candidates and the potential benefits thereof and potential new indications; Treeline's expectations with regard to the timing and availability of data from Treeline’s current and planned clinical trials and preclinical studies; the timing of IND filings and planned clinical entries for Treeline's preclinical programs; the potential market size and size of the potential patient populations for Treeline's product candidates and any future product candidates; Treeline's business strategy; as well as any assumptions underlying any of the foregoing. The words “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” expect,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and assumptions.
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Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks include, but are not limited to, risks and uncertainties related to: (i) the ability to obtain the requisite approval from stockholders of Standard BioTools; (ii) the risk that the Transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals will be made; (iv) the possibility that any or all of the various conditions to the consummation of the Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances that would require either party to pay a termination fee or other expenses; (vi) the effect of the pendency of the Transaction on the parties’ ability to retain and hire key personnel, their ability to maintain relationships with customers, suppliers and others with whom they do business, their business generally or their stock price; (vii) risks related to diverting management’s attention from ongoing business operations or the loss of one or more members of the management team; (viii) the risk that stockholder litigation in connection with the Transaction may result in significant costs of defense, indemnification and liability; (ix) the parties’ ability to realize the anticipated benefits of the Transaction; (x) the risk that the parties may assume unexpected liabilities and expenses as a result of the Transaction; (xi) the risk that the potential dispositions of Standard BioTools’ Mass Cytometry and Microfluidics businesses may not be completed on favorable terms or at all; (xii) the risk that Standard BioTools could fail to maintain the listing of its common stock on Nasdaq; (xiii) uncertainties as to the potential for development, commercialization and other benefits of any of Treeline’s product candidates; and (xiv) uncertainties as to Treeline’s anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for commencing clinical trials and announcing data and other clinical results. For information regarding other related risks, see the “Risk Factors” section of Standard BioTools’ Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, Standard BioTools’ most recent Quarterly Report on Form 10-Q and in Standard BioTools’ other filings with the SEC. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. These forward-looking statements speak only as of the date hereof. Neither Standard BioTools nor Treeline assumes any obligation to, and does not currently intend to, update any such forward-looking statements except as may be required by law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction involving Standard BioTools and Treeline. In connection with the proposed transaction and required stockholder approval, Standard BioTools intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement and a prospectus of Standard BioTools. This communication is not a substitute for the proxy statement/prospectus or any other document that Standard BioTools may file with the SEC or send to its stockholders in connection with the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Any definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of Standard BioTools.
INVESTORS AND STOCKHOLDERS OF STANDARD BIOTOOLS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS, SUPPLEMENTS AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STANDARD BIOTOOLS, TREELINE AND THE PROPOSED TRANSACTION. Copies of the materials filed or to be filed by Standard BioTools with the SEC may be obtained free of charge on Standard BioTools’ Investor Relations website at https://investors.standardbio.com or by contacting Standard BioTools’ Investor Relations department at ir@standardbio.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov.
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Participants in the Solicitation
Standard BioTools, Treeline and certain of their respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies of Standard BioTools stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of Standard BioTools’ executive officers and directors in the solicitation by reading Standard BioTools’ proxy statement for its 2026 annual meeting of stockholders (including under the headings “Management and Corporate Governance,” “Executive Officer and Director Compensation,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” “Executive Compensation” and “Certain Relationships and Related Transactions, and Director Independence”), its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q and Standard BioTools’ other filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Standard BioTools stockholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the registration statement on Form S-4 and other relevant materials when filed with the SEC in connection with the proposed transaction. Information regarding Treeline’s directors and executive officers who may be deemed participants in the solicitation will be contained in the registration statement on Form S-4 when it becomes available. These documents are or will be available free of charge at the SEC’s website at www.sec.gov or by going to Standard BioTools’ Investor Relations website at http://investors.standardbio.com or contacting Standard BioTools’ Investor Relations department at ir@standardbio.com.
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Exhibit 99.3
Transaction and Company Overview June 2026
Disclaimer 2 This presentation, which has been prepared by Treeline Biosciences, Inc. (“ Treeline ”), is for informational purposes only, and shall not form the basis for or be relied on in connection with any investment decision with respect to Treeline , Standard BioTools Inc. (“Standard BioTools ”), or the combined company. This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , including, among others, statements regarding expectations with respect to the acquisition of Treeline by Standard BioTools (the "Transaction"), the ability of the parties to complete the Transaction; the expected post - closing ownership of the combined company; the expected management team and Board of Directors of the combined company; the c omb ined company's expected cash balance and cash runway; Treeline’s product candidates and the potential benefits thereof and potential new indications; Treeline's expectations with regard to the timing and availability of data from Treeline’s current and planned clinical trials and preclinical studies; the timing of IND filings and planned clinical entries for Treeline's preclinical programs; the potential market size and size of the potential patient populations for Treeline's product candidates and any future product candidates; Treeline's business strategy; as well as any assumptions underlying any of the foregoing. The words “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” exp ect,” and similar expressions are intended to identify forward - looking statements. These forward - looking statements are subject to risks, uncertainties, and assumptions. Forward - looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, perfo rmance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward - looking statements. These ris ks include, but are not limited to, risks and uncertainties related to: (i) the ability to obtain the requisite approval from stockholders of Standard BioTools ; (ii) the risk that the Transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals will be made; (iv) the possibility tha t a ny or all of the various conditions to the consummation of the Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any a ppl icable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circums tan ces that would require either party to pay a termination fee or other expenses; (vi) the effect of the pendency of the Transaction on the parties’ ability to retain and h ire key personnel, their ability to maintain relationships with customers, suppliers and others with whom they do business, their business generally or their stock price; (vii) risks r ela ted to diverting management’s attention from ongoing business operations or the loss of one or more members of the management team; (viii) the risk that stockholder litig ati on in connection with the Transaction may result in significant costs of defense, indemnification and liability; (ix) the parties’ ability to realize the anticipated benefits of the Transaction; (x) the risk that the parties may assume unexpected liabilities and expenses as a result of the Transaction; (xi) the risk that the potential dispositions of Standard BioTools ’ Mass Cytometry and Microfluidics businesses may not be completed on favorable terms or at all; (xii) the risk that Standard BioTools could fail to maintain the listing of its common stock on Nasdaq; (xiii) uncertainties as to the potential for development, commercialization and other benefits of any of Treeline’s product candidates; and (xiv) uncertainties as to Treeline’s anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for commencing clinical trials and ann ouncing data and other clinical results. For information regarding other related risks, see the “Risk Factors” section of Standard BioTools ’ Annual Report on Form 10 - K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, Standard BioTools ’ most recent Quarterly Report on Form 10 - Q and in Standard BioTools ’ other filings with the SEC. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. These forward - looking statements speak only as of the date hereof. Neither Standard BioTools nor Treeline assumes any obligation to, and does not currently intend to, update any such forward - looking statements except as may be requir ed by law.
Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed transaction involving Standard BioTools and Treeline . In connection with the proposed transaction and required stockholder approval, Standard BioTools intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S - 4 that will include a proxy statement and a prospectus of Standard BioTools . This communication is not a substitute for the proxy statement/prospectus or any other document that Standard BioTools may file with the SEC or send to its stockholders in connection with the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Any definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of Standard BioTools . INVESTORS AND STOCKHOLDERS OF STANDARD BIOTOOLS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS, S UPP LEMENTS AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN THEY BEC OME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STA NDA RD BIOTOOLS, TREELINE AND THE PROPOSED TRANSACTION. Copies of the materials filed or to be filed by Standard BioTools with the SEC may be obtained free of charge on Standard BioTools ’ Investor Relations website at https://investors.standardbio.com or by contacting Standard BioTools ’ Investor Relations department at ir@standardbio.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Participants in the Solicitation Standard BioTools , Treeline and certain of their respective directors, executive officers, other members of management and employees may be deemed to be pa rticipants in the solicitation of proxies of Standard BioTools stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed i nformation regarding the names, affiliations and interests of Standard BioTools ’ executive officers and directors in the solicitation by reading Standard BioTools ’ proxy statement for its 2026 annual meeting of stockholders (including under the headings “Management and Corporate Governance,” “Executive Officer and Director Compensation,” “Security Ow nership of Certain Beneficial Owners and Management and Related Stockholder Matters,” “Executive Compensation” and “Certain Relationships and Related Transactions, and Director Ind ependence”), its Annual Report on Form 10 - K for the fiscal year ended December 31, 2025, subsequent Quarterly Reports on Form 10 - Q and Standard BioTools ’ other filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Standard BioTools stockholders in connection with the proposed transaction, including a description of their direct or indirect interests, by s ec urity holdings or otherwise, will be set forth in the registration statement on Form S - 4 and other relevant materials when filed with the SEC in connection with the proposed transaction. Information regarding Treeline’s directors and executive officers who may be deemed participants in the solicitation will be contained in the registration sta te ment on Form S - 4 when it becomes available. These documents are or will be available free of charge at the SEC’s website at www.sec.gov or by going to Standard BioTools ’ Investor Relations website at http://investors.standardbio.com or contacting Standard BioTools ’ Investor Relations department at ir@standardbio.com. 3 Disclaimer (cont.)
Transaction Summary/Highlights 4 Structure The acquisition of Treeline was structured as a stock - for - stock reverse merger transaction whereby all of Treeline’s outstanding equity interests will be exchanged for shares of Standard BioTools common stock. Management and BOD Use of Proceeds Josh Bilenker , Jeff Engelman, and Spencer Smith – Treeline’s CEO, CSO and CFO, respectively – will lead the combined company after closing. Two current Standard directors will continue to serve on the Board of Directors following the close of the transaction. The combined company’s cash balance is expected to be used primarily to advance: 1) clinical programs (TLN - 121, TLN - 254, and TLN - 372) from Phase 1 into potential registrational studies, 2) preclinical programs into early clinical development, and 3) early research and G&A. Finances Following the consummation of the transaction, t he combined company’s cash balance is estimated to exceed $900M and expected to provide runway into 2029.
Estimated Capitalization Following Close of Transaction 5 Standard BioTools Treeline Biosciences Shares on an as - converted / as - exercised basis (in millions) Expected ownership of the combined company Fully diluted shares outstanding Estimated fully diluted shares of the combined company post - closing Shares of common stock (including shares underlying equity grants) 415.9 513.2 1,694.5 62.9 Series A shares Warrants 2,686.6 15.5% 84.5% Figures may not total due to rounding.
6 Treeline Biosciences Josh Bilenker , MD CEO and Co - Founder Loxo Oncology @ Lilly Loxo CEO and Founder VC, FDA, medical oncologist Jeff Engelman, MD, PhD CSO and Co - Founder Novartis Institutes for BioMedical Research MGH SABs of Loxo and Agios • Labs in Watertown, MA, San Diego, CA, and Basel, Switzerland • $1.2B raised from syndicate of leading life science investors • Target - centric pipeline – working in oncology, neurology, and immunology • Proven modalities – small molecule inhibitors, protein degraders, and targeted therapy ADCs (TT - ADC) • Productivity and innovation through in - house, integrated teams • Interim data from TLN - 121 (BCL6) and TLN - 372 (pan - KRAS) expected in 2027; additional clinical start planned in 2026 • Three additional programs, including previously unliganded targets, expected to enter the clinic in 2027 - 28 Founders Overview
7 Target Selection: Our Four Criteria Disease dependency Are we sure the target drives the disease? Therapeutic index Can we expect a wide gap between the beneficial dose and the poorly tolerated dose? Path to druggability Can we make a medicine that profoundly alters target function? Patient need & commercial potential If successful, will the medicine change the standard of care?
8 Diverse Modalities Expand Addressable Target Universe Small Molecule Inhibitors Watertown San Diego Protein Degraders San Diego Targeted Therapy ADCs Watertown Basel
9 Treeline’s Programs Upcoming Anticipated Milestones Program Stage Associated Diseases Modality Program (target) Initiate combination expansions in 2026 Interim data in 2027 Phase 1 B - cell lymphomas, T - cell lymphomas Oral degrader TLN - 121 (BCL6) Interim data in 2027 Phase 1 Lung, pancreas, colon, other solid tumors Inhibitor TLN - 372 (Pan - KRAS) Initiate combination expansion with TLN - 121 Phase 1 B - cell lymphomas, T - cell lymphomas Inhibitor TLN - 254 (EZH2) Trial initiation in 2026 IND - enabling Solid tumors Oral degrader TLN - 499 (BCL - XL) Clinical entry in 2027 - 2028 Lead optimization Oncology, neurology, immunology Inhibitor, TT - ADC, degrader Three late - stage preclinical programs
TLN - 121 BCL6 Degrader
Lymphoma Landscape and Unmet Need 11 • Most common aggressive lymphoma; >25,000 annual US diagnoses • While frontline therapy successfully treats >60% of cases, ~10 – 15% are refractory and ~20 – 25% relapse with poor prognosis • Standard - of - care includes chemo - immunotherapy regimens, CAR - T, and CD20xCD3 bispecific antibodies • Most common Indolent lymphoma; ~15,000 annual US diagnoses • Incurable and treated over decades; goal of therapy is durable disease control and treatment - free remissions across multiple well - tolerated regimens • Standard - of - care includes CD20 therapy +/ - chemotherapy, IMiD therapy, CAR - T, and CD20xCD3 bispecific antibodies • Rare, aggressive non - Hodgkin lymphoma (NHL) subtype with poor outcomes; ~6,000 annual US diagnoses • Only ~30 – 40% of patients achieve durable benefit from frontline therapy • Standard - of - care includes CHOP/CHOEP - based chemotherapy; no standard in relapsed/refractory disease Diffuse large B - cell lymphoma (DLBCL) Follicular lymphoma (FL) Peripheral T - cell lymphoma (PTCL) Sources: Blood Cancer United, bloodcancerunited.org , accessed May 2026. N Engl J Med 2021;384(9):842 – 858. NCCN B - Cell Lymphomas, v4.2026. Blood (Hematology Am Soc Hematol Educ Program) 2020;2020(1):287 – 294. J Clin Oncol 2008;26(25):4124 – 4130. Blood 2014;123(17):2636 – 2644. NCCN T - Cell Lymphomas, v2 .2026
BCL6 is a Critical Driver of Lymphoma Biology • BCL6 enables B - cells to: • Rapidly proliferate, • Hypermutate, and • Avoid T - cell interactions • Many lymphomas, particularly DLBCL, FL and PTCL, maintain high BCL6 expression • Loss of BCL6 drives B - cell differentiation or apoptosis • First lineage transcription factor targeted in lymphoma 12
TLN - 121 Program Overview TLN - 121 is an oral, selective and potent BCL6 degrader >20x therapeutic margins observed in GLP toxicology First patients dosed in Q3’25 Extensive Treeline translational data suggest BCL6 degrader is synergistic in combination with lymphoma SoC therapies 13
TLN - 121 Was Designed for Selectivity • Treeline pursued a selective BCL6 degradation profile for TLN - 121 • Unbiased proteomics analysis of ~7,000 proteins indicates selective degradation of BCL6 • Selectivity should enhance combinability, important for potentiating available therapies 14 Dashed lines indicate significance thresholds (log 2 fold - change < - 1, P - value < 0.001) -5 0 5 0 5 10 OCI-LY1 6h 99643 Abundance Ratio (Comp/DMSO), log 2 - l o g ( P - v a l u e ) BCL6 OCI - Ly1 + 100 nM TLN - 121 (6h)
TLN - 121 Demonstrated Single Agent Activity in Preclinical DLBCL Models • Extensive preclinical evaluation in 50+ CDX/PDX models of lymphoma, including single - agent and 10+ combination regimens • Single agent TLN - 121 regressed many preclinical DLBCL models • Some models required TLN - 121 in combination with other anti - lymphoma agents to regress 15 Observation 0 7 14 21 28 35 42 0 500 1000 1500 2000 2500 3000 WSU-DLCL2 (DLBCL CDX) Study Days T u m o r V o l u m e ( m m 3 ) TLN-121 (8 mg/kg, BIDx28, PO) Vehicle (BIDx28, PO)
TLN - 121 Phase 1 Study in R/R Lymphomas 16 Dose Expansion: Monotherapy and Combinations in R/R Lymphomas Subject to change based on emerging data Dose Escalation: Monotherapy and Combination with TLN - 254 in Relapsed or Refractory (R/R) DLBCL, FL and PTCL DL2 DL1 DL3+ Combination : TLN - 121 + TLN - 254* Monotherapy: TLN - 121 DL2 DL1 DL3+ TLN - 121 + TLN - 254* disease - specific cohorts TLN - 121 disease - specific cohorts TLN - 121 + bispecific T - cell engagers disease - specific cohorts TLN - 121 + other combinations disease - specific cohorts *TLN - 254 combination cohorts are on partial clinical hold (as of June 2, 2026).
Single - Agent Responses Observed Across DLBCL, FL and PTCL By Lugano criteria • Patients were heavily pre - treated, with prior lines of therapy ranging from 2 to 8 • Of the patients with DLBCL and FL, 50% of patients had received a prior T - cell/immune - cell engager and 33% of patients had received prior CAR - T therapy • N=19 response - evaluable patients received TLN - 121 monotherapy across dose levels tested to date • Complete metabolic responses observed in each histology (DLBCL, FL, and PTCL) Data - cut date: 6Mar26. 17 TLN - 121 Monotherapy in DLBCL, FL, and PTCL N=19 16 (84%) ORR 6 (32%) CMR 10 (53%) PMR
Preliminary Safety Profile 18 • N=34 patients in safety data set • No DLTs • Majority of TEAEs and TRAEs were Grade 1 • TRAEs occurring in ≥20% or greater of participants were arthralgia and nausea • Asymptomatic Grade 3 QTc prolongation (heart rhythm abnormality) reported in three patients with impaired clearance and outlier exposures, or concomitant medications D ata - cut date: 3Mar2026. DLT = dose limiting toxicities, TEAE = treatment - emergent adverse events, TRAE = treatment - related adverse events
TLN - 372 Pan - KRAS Inhibitor
KRAS is One of the Most Commonly Mutated Oncogenes Total Other Solid Tumors* Endometrial Lung Pancreatic Colorectal 51,300 1,700 5,300 4,500 21,300 18,500 G12D 39,300 1,000 4,100 5,400 16,300 12,500 G12V 18,700 300 1,100 12,500 700 4,100 G12C 7,100 300 1,600 2,300 200 2,800 G12A 4,000 100 300 500 <50 3,000 G12S 14,900 900 2,000 800 300 10,900 G13D 2,000 0 400 1,100 0 500 G13C 9,200 7,400 0 700 100 1,000 WT amp 146,500 11,700 14,800 27,800 38,900 53,300 Total 20 *Other solid tumors includes invasive ductal carcinoma, stomach adenocarcinoma, esophageal adenocarcinoma and gastroesophagea l j unction cancer. Patient numbers approximated to nearest hundred. Estimated newly diagnosed patients per year in the US Cancer Discov 2022;12(4):924 – 937
21 TLN - 372 Program Overview TLN - 372 is a potent and orally bioavailable pan - KRAS inhibitor KRAS is an unforgiving target that requires deep inhibition Novel scaffold was required for improved ADME/PK and target coverage Pan - RAS inhibitors, while active, have dose - limiting skin and other toxicities, due to inhibition of all RAS isoforms (K/H/N) Improved tolerability could enable combinations in earlier lines of therapy First patient dosed at the end of Q3’25
Treeline In - House Chemistry & Computational Team Discovered Novel Chemical Scaffold 22 Extensive parallel medicinal chemistry effort ~1,500 compounds synthesized ~30 new chemical cores Solving for potency, solubility, permeability, clearance Enabled by substantial expertise in computer modelling Lead series in 6 months Optimized lead over 15 months
TLN - 372 Demonstrates Single Agent Activity in Preclinical Models • Extensive preclinical evaluation in 40+ CDX/PDX models across PDAC, NSCLC, CRC and other solid tumors • Single agent TLN - 372 regressed many preclinical solid tumor models • Toxicity profile across 600 cancer cell lines supports selectivity 23 0 7 14 21 0 500 1000 1500 2000 Days post Grouping T u m o r V o l u m e ( m m 3 ) M e a n ± S E M Anti - Tumor Activity in NCI - H727 CDX Vehicle (BIDx21 PO) TLN - 372 (10mg/kg, BIDx21, PO) TLN - 372 (30 mg/kg, BIDx21, PO) TLN - 372 (100 mg/kg, BIDx21, PO) TLN - 372 (200 mg/kg, BIDx21, PO)
TLN - 372 Phase 1 Study 24 Dose Expansion: Monotherapy and Combination s Subject to prioritization based on emerging data from escalation Dose Escalation: Monotherapy in KRAS G12X (excluding G12R), G13X, and WT - amp Solid Tumors TLN - 372 monotherapy NSCLC, pancreatic, and other solid tumors TLN - 372 + EGFR - targeted agents Pancreatic, colorectal TLN - 372 + PD - (L) 1 or PD - (L)1/VEGF ± chemotherapy NSCLC TLN - 372 + chemotherapy Pancreatic DL1 DL2 DL3 DL4 DL5+
Preliminary PK and Safety Summary 25 • As of May 2026, TLN - 372 has been dosed at four dose levels • No DLTs observed • Free - drug exposures are consistent with exposures predicted by preclinical modeling DLT = dose limiting toxicities
TLN - 254 EZH2 Inhibitor
TLN - 254 Program Overview TLN - 254 is a selective and orally bioavailable EZH2 inhibitor Treeline acquired ex - China rights from Jiangsu Hengrui Pharmaceuticals in 2023 Studied in over 400 clinical trial patients and conditionally approved in R/R PTCL in China Preliminary safety and efficacy from Treeline Phase 1 comparable to EZH1/2 inhibitor class Phase 1 monotherapy and combination arms with TLN - 121 currently on partial clinical hold Future development ambitions for TLN - 254 would prioritize combinations with TLN - 121 in relapsed or refractory aggressive lymphoma 27
TLN - 254 Monotherapy Phase 1 Sites in US and Canada Primary endpoint : Investigator ORR (Lugano Criteria for PTCL; Global Assessment for CTCL) Secondary endpoints : PK, safety TLN - 254 Dose level 1 Cohort 1 (N=40) PTCL (after ≥1 systemic treatment) TLN - 254 Dose level 2 Randomization 1:1 Cohort 2 (N=10) CTCL (after ≥2 prior systemic treatments) TLN - 254 Dose level 2 28 CTCL: cutaneous T - cell lymphoma .
Interim Efficacy From Treeline Phase 1 in R/R PTCL Patients By Lugano criteria 29 TLN - 254 Monotherapy in PTCL N=21 13 (62%) ORR 7 (33%) CMR 6 (29%) PMR Data - cut date: 06Mar26. • Patients were heavily pre - treated, with prior lines of therapy ranging from 1 to 6 • N=21 response - evaluable PTCL patients received TLN - 254 monotherapy
Preliminary Safety From Treeline Phase 1 Trial of TLN - 254 • N=37 patients in safety data set • Majority of TEAEs and TRAEs were Grade 1 or 2 • TRAEs occurring in ≥20% or greater of participants were hematologic toxicity and dysgeusia • Grade ≥3 TRAEs were reported in 16% of patients • One secondary malignancy in a PTCL patient Data - cut date: 06Mar26. DLT = dose limiting toxicities, TEAE = treatment - emergent adverse events, TRAE = treatment - related adverse events 30
Looking Forward 31 Clinical Programs TLN - 121 (BCL6 degrader) Initiate combination expansion cohorts in 2026 Interim data expected in 2027 TLN - 254 (EZH2 inhibitor) Initiate combination expansion with TLN - 121 TLN - 372 (Pan - KRAS inhibitor) Interim data expected in 2027 Additional Preclinical Programs TLN - 499 (BCL - XL degrader) Trial initiation expected in 2026 Lead optimization Inhibitors, degraders, TT - ADCs Neurology, immunology, oncology 3 clinical entries expected in 2027 - 2028 Additional discovery programs
Exhibit 99.4
June 2026 Standard BioTools Announcement
Today’s Announcement Merger with Treeline Biosciences Strategic Options for Our Businesses • Decision follows broad review of strategic and financial growth options after the Illumina transaction. • While the company has made strong progress since 2022, the current capital environment for small - cap life science tools companies has made it difficult to achieve the scale and value we want through M&A. • All - stock merger; combined company will operate as Treeline focused on advancing Treeline’s biopharma portfolio. • Treeline does not intend to operate Mass Cytometry and Microfluidics businesses. • Actively exploring strategic options , with the goal of finding the right long - term home for the products, teams and customers. • We do not have an answer today on the future state of Mass Cytometry and Microfluidics; more information is expected in the coming weeks. • Most important priority: stay focused on execution, customers and delivering on commitments. 2
Josh Bilenker , MD CEO and Co - Founder Loxo Oncology @ Lilly Loxo CEO and Founder VC, FDA, medical oncologist Jeff Engelman, MD, PhD CSO and Co - Founder Novartis Institutes for BioMedical Research MGH SABs of Loxo and Agios Founders Overview Treeline BioSciences 3 • Labs in Watertown, MA, San Diego, CA, and Basel, Switzerland • $1.2B raised from syndicate of leading life science investors • Target - centric pipeline – working in oncology, neurology, and immunology • Proven modalities – small molecule inhibitors, protein degraders, and targeted therapy ADCs (TT - ADC) • Productivity and innovation through in - house, integrated teams • Multiple planned read - outs beginning in 2027 ; additional clinical start planned in 2026 • Three additional programs, including previously unliganded targets, expected to enter the clinic in 2027 - 28
Disease dependency Are we sure the target drives the disease? Therapeutic index Can we expect a wide gap between the beneficial dose and the poorly tolerated dose? Path to druggability Can we make a medicine that profoundly alters target function? Patient need & commercial potential If successful, will the medicine change the standard of care? Target Selection: Treeline’s Four Criteria 4
Continue to operate as usual; no changes. Reiterate status quo and focus on continuity until closing. Send all external inquiries to Alex Kim, CFO Business As Usual Timing & Approvals Committed to Transparency Employee transition plans are top of mind as we work through Mass Cytometry and Microfluidics process and for corporate teams. No changes will take effect at this time; HR will notify team members individually about plans. Committed to updates as decisions are made. Nothing is changing today or in the near - term. Expected closing in second half of 2026, once all approvals and conditions are met. Your leadership has been provided with a FAQ to address your concerns. We do not have all the answers at this stage. Please be patient as we work through the next several months. What’s Next? 5
Questions? 6
7 Forward - Looking Statements This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 , including, among others, statements regarding the expected timing of the closing of the transaction; the potential benefits of the proposed transaction; the pros pec tive performance and outlook of the combined company’s business, performance and opportunities; the ability of the parties to complete the proposed transaction ; Treeline’s expectations with regard to the timing and availability of data from its current and planned clinical trials and preclinical studies; as well as any assumptions underlying any of the foregoing. The words “may,” “will,” “continue,” “intend,” “expect,” and similar expressions are intended to identify forward - looking statements. Thes e forward - looking statements are subject to risks, uncertainties, and assumptions. Forward - looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, perfo rmance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward - looking statements . These risks include, but are not limited to, risks and uncertainties related to: (i) the ability to obtain the requisite approval from stockholders of Standard BioTools ; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) the possibility that competing offers or acquisition proposals will be m ade ; (iv) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive a ny required regulatory approvals from any applicable governmental entities; (v) the occurrence of any event, change or other circumstance that could give rise to the t erm ination of the merger agreement, including in circumstances that would require either party to pay a termination fee or other expenses; (vi) the effect of the pendency of the proposed transaction on the parties’ ability to retain and hire key personnel, their ability to maintain relationships with customers, suppliers and others with whom they do business, their business generally or their stock price; (vii) risks related to diverting management’s attention from ongoing business operations or the loss of one or m ore members of the management team; (viii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, ind emnification and liability; (ix) the parties’ ability to realize the anticipated benefits of the proposed transaction; (x) the risk that the parties may assume unexpected liabilit ies and expenses as a result of the transaction; (xi) the risk that the potential dispositions of Standard BioTools ’ Mass Cytometry and Microfluidics businesses may not be completed on favorable terms or at all; (xii) the risk that Standard BioTools could fail to maintain the listing of its common stock on Nasdaq; (xiii) uncertainties as to the potential for development, c om mercialization and other benefits of any of Treeline’s product candidates; and (xiv) uncertainties as to Treeline’s anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for commencing clinical trials and announcing data and other clinical results. For i nfo rmation regarding other related risks, see the “Risk Factors” section of Standard BioTools ’ Annual Report on Form 10 - K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, Standard BioTools ’ most recent Quarterly Report on Form 10 - Q and in Standard BioTools ’ other filings with the SEC. Should any of these risks or uncertainties materialize, actual results could differ materially from expectations. These forward - looking statements speak only as of the date hereof. Neither St andard BioTools nor Treeline assumes any obligation to, and does not currently intend to, update any such forward - looking statements except as may be required by law.
8 Additional Information and Where to Find It This presentation may be deemed to be solicitation material in respect of the proposed transaction involving Standard BioTools and Treeline . In connection with the proposed transaction and required stockholder approval, Standard BioTools intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S - 4 that will include a proxy statement and a prospectus of Standard BioTools . This communication is not a substitute for the proxy statement/prospectus or any other document that Standard BioTools may file with the SEC or send to its stockholders in connection with the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Secu rit ies Act of 1933, as amended. Any definitive proxy statement/prospectus (if and when available) will be mailed to stockholders of Standard BioTools . INVESTORS AND STOCKHOLDERS OF STANDARD BIOTOOLS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS, SUPPLEMENTS AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STANDARD BIOTOOLS, TREELINE AND THE PROPOSED TRANSACTION. Copies of the materials filed o r t o be filed by Standard BioTools with the SEC may be obtained free of charge on Standard BioTools ’ Investor Relations website at https://investors.standardbio.com or by contacting Standard BioTools ’ Investor Relations department at ir@standardbio.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Participants in the Solicitation Standard BioTools , Treeline and certain of their respective directors, executive officers, other members of management and employees may be deemed to be pa rticipants in the solicitation of proxies of Standard BioTools stockholders in connection with the proposed transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of Standard BioTools ’ executive officers and directors in the solicitation by reading Standard BioTools ’ proxy statement for its 2026 annual meeting of stockholders (including under the headings “Management and Corporate Governanc e,” “Executive Officer and Director Compensation,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” “Executive C omp ensation” and “Certain Relationships and Related Transactions, and Director Independence”), its Annual Report on Form 10 - K for the fiscal year ended De cember 31, 2025, subsequent Quarterly Reports on Form 10 - Q and Standard BioTools ’ other filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Standard BioTools stockholders in connection with the proposed transaction, including a description of their direct or indirect interests, by s ec urity holdings or otherwise, will be set forth in the registration statement on Form S - 4 and other relevant materials when filed with the SEC in connection with the proposed transaction. Information regarding Treeline’s directors and executive officers who may be deemed participants in the solicitation will be contained in the registration statement on Form S - 4 when it becomes available. These documents are or will be available free of charge at the SEC’s website at www.sec.gov or by going to Standard BioTools ’ Investor Relations website at http://investors.standardbio.com or contacting Standard BioTools ’ Investor Relations department at ir@standardbio.com.