Standard BioTools Inc. 8-K Filings

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

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

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

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

Standard BioTools Inc. entered into a Termination, Waiver and Release Agreement with Illumina, Inc. under which it received approximately $30 million in cash in exchange for waiving its rights to the 2026 Illumina earnout and terminating related royalty and license agreements tied to SOMAmer-based products. This amount will be included in Standard BioTools’ pro forma net cash position used in the exchange ratio for its pending merger with Treeline Biosciences.

Separately, Standard BioTools signed a Share and Asset Purchase Agreement to sell its Mass Cytometry business to Multiplex Bio Inc. for up to $10 million, consisting of a $5 million seller’s note bearing 6% annual interest, maturing five years after closing, plus a potential $5 million milestone tied to a qualifying sale within ten years. The company may provide Multiplex Bio a working capital loan of up to $10 million if external financing is not obtained. The transaction is subject to stockholder approval, completion of the Treeline merger, customary conditions, an outside date of June 30, 2027 (with possible extensions), and includes a $1 million termination fee and capped expense reimbursements.

Standard BioTools Inc. reported that Nasdaq’s Listing Qualifications Department notified the company on July 22, 2026 that its common stock no longer meets the $1.00 per share Minimum Bid Price Requirement for continued listing on the Nasdaq Global Select Market, after trading below that level for 30 consecutive business days.

The company has 180 calendar days, until January 19, 2027, to regain compliance by maintaining a closing bid price at or above $1.00 for at least 10 consecutive business days. Trading of the LAB common stock continues uninterrupted and business operations and SEC reporting are unaffected. Standard BioTools may seek an additional 180-day period by transferring to the Nasdaq Capital Market and meeting other listing standards, and it is working toward restoring compliance, though there is no assurance it will succeed or receive any extension.

Standard BioTools Inc. held its 2026 Annual Meeting of Stockholders on June 17, 2026. Stockholders approved the company’s new 2026 Equity Incentive Plan and an amendment to the Amended and Restated 2017 Employee Stock Purchase Plan, increasing the shares of common stock reserved under the ESPP by 1,200,000 shares.

Three Class I directors were elected to serve until the 2029 annual meeting, and stockholders gave advisory approval to executive compensation for 2025. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026. On the April 24, 2026 record date, the company had 390,368,119 shares of common stock outstanding, and approximately 86.04% of voting power was represented at the meeting.

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.

Standard BioTools Inc. has regained compliance with Nasdaq’s minimum bid price rule. On June 5, 2026, the company received notice from Nasdaq’s Listing Qualifications Staff confirming that it now meets Nasdaq Listing Rule 5450(a)(1), which requires a bid price of at least $1.00 per share. The issue arose after an April 20, 2026 notice that the company’s common stock had closed below $1.00 for 30 consecutive business days. Nasdaq has now closed this matter, and the company’s common stock continues to trade on the Nasdaq Global Select Market under the symbol LAB.

Standard BioTools Inc. approved a grant of 500,000 restricted stock units to Chief Business Officer Sean Mackay under its 2026 Equity Incentive Plan, effective June 20, 2026. If he continues providing services, 40% of the award will vest on June 20, 2027 and the remaining 60% on June 20, 2028. The award is governed by the 2026 Equity Incentive Plan, its RSU agreement, and the company’s 2026 Change of Control and Severance Plan and related participation agreement.

Standard BioTools Inc. approved new and updated executive severance plans that define cash, equity and benefit protections upon certain terminations and change of control events. The 2026 Change of Control and Severance Plan, effective through August 4, 2028, covers the executive leadership team other than the CEO, with Alex Kim (CFO) and Sean MacKay (Chief Business Officer) entering participation agreements.

Outside a change of control period, covered executives may receive 100% of annual base salary over 12 months, a pro-rated target bonus, up to 12 months of health coverage reimbursement, potential accelerated equity vesting for terminations on or before August 27, 2026, and outplacement services. If terminated within a defined change of control period, they may receive a lump sum equal to 150% of salary plus specified bonus metrics, a pro-rated target bonus, up to 18 months of health coverage reimbursement, and full equity acceleration.

The Board also approved an amended and restated 2023 Change of Control and Severance Plan for CEO Michael Egholm, Ph.D., as sole participant, with an initial term through August 4, 2028. Outside a change of control period, the CEO is eligible for 200% of base salary over 24 months, up to 12 months of health coverage reimbursement and outplacement services. If terminated within a change of control period, the CEO may receive a lump sum equal to 250% of salary plus specified bonus metrics, a pro-rated target bonus, up to 30 months of health coverage reimbursement, and full acceleration of unvested equity awards.

Standard BioTools Inc. reported first quarter 2026 results with revenue of $21.1 million, up 5% year-over-year, and a sharply reduced operating loss of $12.5 million. Net loss from continuing operations improved to $14.6 million, while adjusted EBITDA loss narrowed to $3.1 million from $14.1 million.

Product trends were mixed: consumables revenue rose 35% to $11.0 million, services grew 5% to $5.7 million, and instruments declined 33% to $4.5 million amid capital-constrained end markets. Operating expenses fell 37% to $23.8 million, reflecting restructuring actions.

The completed sale of SomaLogic drove $141.7 million income from discontinued operations and total net income of $127.1 million. Cash, cash equivalents, restricted cash, and liquid investments reached $523.6 million as of March 31, 2026. The company continues to expect full year 2026 revenue of $80–$85 million.

Standard BioTools Inc. received a notice from Nasdaq that its common stock no longer meets the exchange’s $1.00 minimum bid price requirement after trading below that level for 30 consecutive business days.

The stock continues to trade on the Nasdaq Global Select Market under “LAB” while the company has 180 calendar days, until October 19, 2026, to regain compliance by having a closing bid price at or above $1.00 for at least 10 consecutive business days. If all other listing standards are met, the company may seek an additional 180‑day period by transferring to the Nasdaq Capital Market. Potential remedies mentioned include a reverse stock split. The company intends to work toward restoring compliance but notes there is no assurance it will succeed or receive any extension.

Standard BioTools Inc. reported fourth-quarter 2025 revenue from continuing operations of $23.8 million and full-year 2025 revenue of $85.3 million, both down modestly year over year. Despite lower sales, gross margin improved to 47.8% for the quarter and 49.9% for the year, helped by mix and efficiency gains.

Operating expenses fell 11% in 2025 to $152.8 million as the company fully operationalized over $40 million of annualized cost savings. Net loss from continuing operations narrowed to $58.8 million, aided by a $38.4 million non-cash tax valuation allowance release. Cash, cash equivalents and liquid investments were $210.7 million at year-end, and management cited approximately $550 million in cash and investments after the January 30, 2026 SomaLogic transaction. For 2026, the company guides revenue to $80–$85 million, with seasonality similar to prior years.

Standard BioTools Inc. filed an amended report to add unaudited pro forma financial statements reflecting the completed sale of its SomaScan business (SomaLogic and Sengenics entities) to Illumina. The company received approximately $363.7 million in net cash proceeds at closing and recognized a pro forma gain on sale of about $161.9 million, strengthening its cash position. It also became eligible for up to $75 million in additional earnout payments tied to SomaScan-related revenues in fiscal 2025 and 2026, plus a 2% royalty on SOMAmer-based NGS library prep kit revenues for 10 years and a co-exclusive IP license for certain Single SOMAmer assays. Pro forma 2024 results remove the disposed operations, reducing reported revenue but narrowing net loss attributable to common stockholders from $184.9 million to $133.8 million.

Standard BioTools has completed the previously announced sale of all equity interests in SomaLogic, Inc. and related Sengenics entities to Illumina, divesting its aptamer-based and functional proteomics business. Illumina agreed to pay up to $425 million in cash, including an upfront $350 million at closing and up to $75 million in earnout payments tied to specified revenue targets for SOMAmer-based products in fiscal years 2025 and 2026.

The company is retaining its mass cytometry and microfluidics businesses. As additional consideration, Standard BioTools will receive specified royalty streams on net revenues from SOMAmer-based next-generation sequencing library preparation kits and from Single SOMAmers, and it obtained a license to Single SOMAmer intellectual property for potential singleplex affinity assays. A transition services agreement will support Illumina’s operation of the divested business. Following the transaction, Standard BioTools and its subsidiaries will no longer receive payments under SomaLogic’s collaboration agreement with Illumina Cambridge.

Standard BioTools Inc. filed a Form 8-K to furnish a press release containing certain preliminary, unaudited financial results for the three months and fiscal year ended December 31, 2025. These figures are based on current expectations and may be adjusted after completion of the company’s year-end audit, financial closing procedures, and internal reviews.

The press release is included as Exhibit 99.1. The company notes that this information, including the exhibit, is being furnished rather than filed under the Securities Exchange Act, which limits its use for certain legal purposes.

Standard BioTools Inc. furnished an 8-K announcing it issued a press release with selected financial results for the three and nine months ended September 30, 2025. The release is attached as Exhibit 99.1.

Sections titled “Operational Restructuring” and “Full Year 2025 Revenue Outlook,” along with the forward-looking statement disclaimer, are furnished under Regulation FD. The information in Items 2.02 and 7.01, including Exhibit 99.1, is expressly furnished and not deemed filed under the Exchange Act.

Standard BioTools Inc. has begun a restructuring plan that includes reducing its global workforce by approximately 15%. The company explains that this move is intended to improve operational efficiency and lower operating costs so they better match its current revenue projections, while still supporting its long-term strategic plan.

The company expects to record about $7.5 million in expenses related to this reduction-in-force, mainly for cash severance, termination benefits, and related costs. These costs are expected to be paid over the next several months, and the company notes that actual expenses could differ and that additional costs may arise in connection with the broader operational restructuring.

Standard BioTools Inc. plans to consolidate its South San Francisco R&D operations into its Singapore facility and implement a reduction-in-force affecting certain U.S. R&D employees, including members of management. The move is part of a broader effort to restructure operating expenses, improve operational efficiency and reduce operating costs while supporting the company’s long-term strategic plan.

The company currently expects expenses related to the reduction-in-force to be approximately $3.6 million, primarily for cash severance, termination benefits and related costs, including about $0.9 million of non-cash expenses from vesting of share-based awards. These costs are expected to be payable over the next several months, and the company notes that actual costs may differ and that the restructuring could adversely affect sales and development activities.

Standard BioTools Inc. (LAB) furnished a Current Report on Form 8-K stating it issued a press release dated August 11, 2025 that includes information about certain financial results for the three and six months ended June 30, 2025. The press release is attached as Exhibit 99.1.

The filing specifies that the press release content, excluding the sections titled "Full Year 2025 Revenue Outlook" and "About Standard BioTools Inc." together with the forward-looking statement disclaimer, is incorporated by reference into Item 2.02, while those excluded sections and the disclaimer are incorporated by reference into Item 7.01. The report is furnished, not filed, and is signed by Alex Kim, Chief Financial Officer.

Standard BioTools Inc. (Nasdaq: LAB) filed an 8-K reporting the outcomes of its 2025 Annual Meeting held on 18 June 2025. Shareholder turnout was high, with 326,864,517 votes cast, representing approximately 86.06% of the 379,822,268 shares outstanding on the 25 April 2025 record date.

The meeting covered four key proposals, all of which passed with comfortable majorities:

• Election of two Class III directors: Kathy Hibbs (96.2% support) and Frank Witney, Ph.D. (97.9% support) were elected to serve until the 2028 annual meeting.
• Say-on-Pay: Executive compensation for FY 2024 received 97.0% shareholder approval (241.1 million FOR vs. 4.0 million AGAINST).
• Auditor ratification: PricewaterhouseCoopers LLP was re-appointed for FY 2025 with 98.8% support (322.9 million FOR).
• Equity Incentive Plan amendment: Shareholders approved increasing the Amended and Restated 2011 Equity Incentive Plan share reserve by 17.4 million shares (223.4 million FOR, 19.6 million AGAINST).

The additional share reserve expands the pool available for future equity grants to employees and directors. Full plan details are provided in Exhibit 10.1, with prior discussion in the company’s 30 April 2025 proxy statement.

No other material transactions, financial results or leadership changes were disclosed in this filing.