STANDARD BIOTOOLS INC. (LAB) SEC Filings, Jul-Aug 2026

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

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

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

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

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

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

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

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

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

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

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

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. Chief Financial Officer Kim Hanjoon Alex reported a tax-withholding disposition of 202,476 shares of common stock on July 23, 2026, at $0.895 per share to satisfy tax obligations from vested restricted stock units. After this, he directly owned 2,563,054 shares, including 5,000 shares acquired on May 29, 2026 under the Employee Stock Purchase Plan.

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. filed a Form S-4 registration statement related to its previously announced all-stock merger with Treeline Biosciences. The combined company is expected to be named Treeline Biosciences Holdings, Inc. and to trade on Nasdaq under the ticker “TRLN”, with closing anticipated in the second half of 2026.

At closing, the combined company is expected to have more than $900 million in pro-forma cash, which is expected to fund operations and Treeline’s development pipeline into 2029. Treeline has previously raised approximately $1.2 billion from life sciences investors.

The filing highlights initial Phase 1 dose-escalation data for TLN-121 in relapsed or refractory lymphomas, showing an overall response rate of 84% (16/19) and complete response rate of 32% (6/19), with no observed dose-limiting toxicities as of March 6, 2026. Interim data readouts for TLN-121 and TLN-372 are planned for 2027. The announcement also notes the appointment of Sue Desmond-Hellmann to Treeline’s Board of Directors.