LAB 10-K & 10-Q changes, risk factors and insider trading

Risks Related to the Transaction with Illumina and Merger with SomaLogic

Past and potential future divestitures or other transactions could adversely affect our costs, revenues, profitability, and financial position.

We may be unable to fully realize the expected benefits from the Transaction.

We have been exposed to litigation related to the merger with SomaLogic (the "Merger") and may in the future be exposed to increased litigation, including stockholder litigation, which could have an adverse effect on our business and operations.

RISKS RELATED TO THE TRANSACTION WITH ILLUMINA AND MERGER WITH SOMALOGIC

Past and potential future divestitures or other transactions could adversely affect our costs, revenues, profitability, and financial position.

In order to position our business to take advantage of particular future growth opportunities and/or consolidate our more capable businesses, we have in the past and may in the future pursue a strategy of focusing on one or more specialized facets of our products and services. These actions may require that we abandon or divest certain assets or businesses that no longer fit within our evolving strategic direction, such as the Transaction with Illumina. Abandoning or divesting certain assets or businesses may entail engaging in discussions, evaluating opportunities, and entering into agreements, potentially resulting in transactions involving significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. We may not be able to find potential buyers on favorable terms, we may experience disruption to our business and/or we may divert management attention from other business concerns, lose key employees, and possibly retain certain liabilities related to these potential transactions.

We expect to achieve substantial operating and capital cost savings as a result of the Transaction, and if we are unable to do so, we may face material adverse effects including, but not limited to (i) diversion of the attention of management and key personnel and potential disruption of our ongoing business, (ii) the loss of employees, (iii) challenges of managing a divesture, including challenges related to controls, procedures and accounting and other policies, (iv) difficulties in achieving anticipated cost savings, (v) declines in our results of operations, financial condition or cash flows, (vi) a decline in the market price of our common stock, and (vii) potential liabilities, adverse consequences, increased expenses or other problems associated with the Transaction and/or the resulting scaled back business. Many of these factors are outside of our control, and any one of them could result in increased costs, decreased expected revenues and further diversion of management time and energy, which could materially impact our business, financial statements, and prospects.

In March 2024, counsel for Shareholder Representative Services LLC (“SRS”), acting as the representative of the securityholders of Palamedrix, Inc. (“Palamedrix”), sent SomaLogic a letter alleging breaches of the Agreement and Plan of Merger, dated July 25, 2022 (the “Palamedrix Merger Agreement”), relating to milestone payments. SomaLogic disputed these allegations and issued SRS with a Milestone Abandonment Notice.

On July 2, 2025, SRS filed suit against SomaLogic in the Court (the “SRS Chancery Action”), asserting that SomaLogic breached the Palamedrix Merger Agreement – pursuant to which Palamedrix was merged into SomaLogic – by failing to continue investing in the development of certain Palamedrix technology. SRS claims that, had the technology been successfully developed and commercialized, SomaLogic would have been required to pay up to $17.5 million in three sales-based milestone payments.

On August 4, 2025, SomaLogic moved to compel arbitration and/or dismiss the SRS Chancery Action in favor of the dispute resolution procedure for milestone disputes specified in the Palamedrix Merger Agreement. The Court denied the motion, and the matter will continue in the Court. The case will now advance into the discovery phase. Litigation is inherently uncertain, and there can be no assurance regarding the outcome. Whether or not any SRS's claim is successful, this type of litigation may lead to significant costs and divert management's attention and resources, which could adversely affect our business operations.

You should read this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect.

Divestiture

On June 22, 2025, we entered into the Purchase Agreement with Illumina pursuant to which Illumina acquired the Disposed Entities. The Transaction did not include our mass cytometry and microfluidics businesses, which we retained. The Transaction closed on January 30, 2026.

Illumina acquired the SomaScan Business for aggregate cash consideration of up to $425 million, comprising (i) an upfront payment of $350 million in cash, payable at the closing of the Transaction, subject to adjustment as set forth in the Purchase Agreement, and (ii) up to $75 million in earnout payments, paid upon the achievement of specified targets for net revenue generated from SomaScan assay services or any other SOMAmer-based assay services and sales of SOMAmer-based array kits and SOMAmer-based next-generation sequencing library preparation kits in fiscal years 2025 and 2026.

In addition, pursuant to the Purchase Agreement , at the closing of the Transaction, as additional consideration, we and Illumina entered into (i) a royalty agreement, pursuant to which we are entitled to a specified royalty stream on net revenues generated from sales of SOMAmer-based next-generation sequencing library preparation kits, (ii) a license agreement, pursuant to which Illumina provided a specified license to us for the intellectual property relating to Single SOMAmers for potential development and commercialization of Single SOMAmer reagents for use in single plex affinity assays and (iii) a royalty agreement, pursuant to which we are entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers.

Restructuring Activities

On August 28, 2025, we determined to consolidate our SSF-based R&D capabilities into our Singapore facility to co-locate with our manufacturing operations and implemented a reduction in force of certain U.S. employees in our R&D function, including members of our management team. As part of this consolidation, we transferred our headquarters to Boston, Massachusetts and vacated our SSF office on December 31, 2025.

On September 13, 2025, we commenced an additional restructuring plan, including an additional reduction in force to align operating costs with revenue projections for our continuing operations.

Both restructuring actions are designed to improve operational efficiency while supporting the execution of our long-term strategic plan. When combined, the reductions-in-force impacted approximately 20% of our total global workforce.

Instrument Sales

Instrument sales serve as a key indicator of current business performance and provide visibility into future consumables demand. We anticipate continued growth in our installed base as we deepen market penetration and introduce enhanced capabilities that address evolving customer needs.

Our strategy to grow instrument sales includes expanding our global commercial reach, optimizing pricing strategies, and advancing the technological capabilities and applications of our platforms. We actively engage with customers to understand their research priorities and direct our development efforts toward platform enhancements and new applications, which we believe drives adoption of both our instruments and consumables.

Consumables Revenue

Consumables represent a critical component of our revenue model and reflect ongoing customer engagement with our platforms. We monitor consumables trends across our product portfolio and customer segments to inform commercial and development decisions. We expect consumables revenue to grow over time through increased utilization by existing customers, expansion of our installed base, and the introduction of new consumables offerings. Consumables are expected to remain a substantial portion of our total revenue.

For the year ended December 31, 2025, total revenue declined $5.7 million, or 6%, compared to 2024. The decline was primarily driven by a $4.3 million decrease in consumables revenue, due to macroeconomic pressures on customer spending, including budgetary limitations and constrained funding environments. The decline was further driven by a decrease of $1.9 million in services and other revenue, as a result of lower service requirements from improved instrument reliability and timing of customer maintenance schedules.

For the year ended December 31, 2025, gross profit decreased $2.3 million, or 5%, compared to 2024, primarily due to revenue decline.

Risks Related to Our Common Stock

On July 22, 2026, we received a written notice from Nasdaq notifying us that we again did not meet the Bid Price Requirement. Under Nasdaq Listing Rule 5810(c)(3)(A), we have a 180-calendar day period, or until January 19, 2027 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If we do not regain compliance by the Compliance Date, we may be eligible for an additional 180-calendar day period, subject to satisfying the conditions in the applicable Nasdaq Listing Rules. There can be no assurance that we will be able to regain compliance with the bid price requirement within the 180-calendar day compliance period provided by Nasdaq rules or maintain compliance with other Nasdaq requirements in the future. If we are not able to maintain compliance with Nasdaq requirements, our common stock may be delisted from Nasdaq, which could have a material adverse effect on us and our stockholders, including by reducing the liquidity of our shares and having a material adverse effect on our ability to raise capital or complete a strategic transaction.

Risks Related to the Merger with Treeline

We and Treeline may not be successful in consummating the Merger.

There can be no assurance that the Merger with Treeline will be successfully consummated or lead to increased stockholder value. The completion of the Merger is dependent on a number of factors that may be beyond our control, including, among other things, market conditions, regulatory approval and stockholder approval. Any failure to consummate the Merger would have a material adverse effect on our business and could significantly impair our ability to enter into alternative strategic transactions.

The process of completing the Merger is costly, time-consuming and complex. We have incurred, and may in the future incur, significant costs related to the Merger, including legal and accounting fees and expenses and other related charges, which have been and will be incurred regardless of whether the Merger is completed. We may also incur additional unanticipated expenses in connection with the Merger. These expenses will decrease the remaining cash available for use in our business. Also, the Merger could have a variety of negative consequences, or yield unexpected results, that adversely affect our business and decrease the remaining cash available for use in the combined company’s future business.

If the Merger is not completed in a timely fashion, we may experience reputational harm and the value of our common stock may be adversely impacted. In addition, speculation regarding the completion of the Merger and perceived uncertainties related to our future could cause our stock price to fluctuate significantly. Also, if the Merger Agreement is terminated and our board of directors determines to seek another business combination, there can be no assurance that we will be able to find another third party to transact a business combination with, yielding comparable or greater benefits.

The consummation of the Merger is subject to various conditions, including approval by our stockholders, regulatory approval and obtaining approval by Nasdaq to list our common stock. Failure to satisfy these conditions would prevent the Closing.

The Merger Agreement contains a number of conditions that must be satisfied or waived (to the extent permitted by applicable law) in order to consummate the Merger, some of which are not within our control. These conditions include, among others:

Any failure to satisfy or, to the extent permitted by applicable law, waive these required closing conditions may prevent, delay or otherwise materially adversely affect the consummation of the Merger. We cannot predict with certainty whether or when any of the required conditions will be satisfied or, to the extent permitted by applicable law, waived, and cannot assure you that we will be able to successfully consummate the Merger as currently contemplated under the Merger Agreement or at all.

In addition, the Merger might not be consummated because Treeline or we may elect to terminate the Merger Agreement in certain circumstances. Upon termination of the Merger Agreement under specified circumstances, including if Treeline terminates the Merger Agreement due to a change in our board recommendation in favor of the Transactions, we will be required to make a payment to Treeline equal to $16.1 million in cash. In addition, we will be required to reimburse Treeline’s reasonable out-of-pocket fees in connection with the Transactions up to a maximum of $5 million if the Merger Agreement is terminated due to a failure to obtain the required approval of our stockholders.

The Merger consideration paid at Closing may have a greater or lesser value than at the time the Merger Agreement was signed or at the time of the special meeting of stockholders related to the Merger. The value of the Merger consideration will be impacted by fluctuations in the market price of our common stock.

In connection with the Closing of the Merger, each share of Treeline common stock and Treeline preferred stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of shares of our common stock based on the Exchange Ratio calculated in accordance with the Merger Agreement , provided that the number of shares of our common stock which each holder of Treeline capital stock is entitled to receive will be rounded down to the nearest whole share and computed after aggregating all shares of Treeline capital stock held by such holder, with no cash payable in lieu of fractional shares.

The Exchange Ratio will not be adjusted in the event of any change in the market price of our common stock and, as a result, prior to the Effective Time, our stockholders cannot be sure of the value of our common stock to be issued in connection with the Merger. Changes in our stock price can result from a variety of factors, including general market, industry and economic conditions, changes in Treeline’s and our respective businesses, operations and prospects, regulatory considerations, results of the special meeting of our stockholders at which the stockholders will be asked to vote on proposals related to the approval of the Merger (the “Special Meeting”), announcements with respect to the Merger or any of the foregoing, and other factors beyond our control.

The exact dollar value of the shares of our common stock that stockholders of each company will hold upon consummation of the Merger will not be known at the time of the Special Meeting and may be greater than, the same as or less than the market price of our common stock at the time of the Special Meeting. The market price of our common stock is subject to general price fluctuations in the market for publicly traded equity securities and has experienced volatility in the past and may vary significantly after the date of the Special Meeting. As a result of these fluctuations, the value of the Merger consideration will also vary.

The Exchange Ratio, which determines the number of shares to be issued to the Treeline stockholders, will vary based on the extent to which Parent Net Cash at Closing is more than $451 million or less than $449 million.

The value of the Merger consideration will also be impacted by the amount of Parent Net Cash (as defined in the Merger Agreement) that we have at Closing. The Exchange Ratio, which determines the number of shares of our common stock to be issued to former Treeline stockholders, will vary in part based on the amount of Parent Net Cash that we have at Closing. To the extent that Parent Net Cash is more than $451 million, the Exchange Ratio will be lower and Treeline stockholders will receive fewer shares of our common stock; to the extent that Parent Net Cash is less than $449 million, the Exchange Ratio will be higher and Treeline stockholders will receive more shares of our common stock, resulting in incremental dilution to our stockholders. The term “Parent Net Cash,” as defined in the Merger Agreement, will be reduced by the amount of certain of our liabilities at Closing.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of us or Treeline.

The Merger Agreement contains “no shop” provisions that restrict each of our and Treeline’s ability to solicit, initiate, induce, knowingly encourage or knowingly facilitate, or take any other action designed to facilitate, competing third-party proposals relating to a merger, reorganization or consolidation of the respective company or an acquisition of the respective company’s stock or assets. In addition, we generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any competing acquisition proposals before our board may withdraw or qualify its recommendation with respect to the Merger. If the Merger Agreement is terminated in connection with our pursuit of a third-party transaction, we will be required to pay a termination fee of $16.1 million to Treeline and/or reimburse up to a maximum of $5 million of Treeline’s expenses.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of our company from considering or proposing an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed in the Merger. A potential third-party acquirer maintaining interest in the face of these provisions might propose to pay a lower price to our stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee and expense reimbursement described above.

If the Merger Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.

The pendency of the Merger could materially adversely affect our business, financial condition, results of operations or cash flows.

The announcement and pendency of the Merger could disrupt our business in any of the following ways, among others:

These disruptions could be exacerbated by a delay in the completion of the Merger or termination of the Merger Agreement. Additionally, if the Merger is not consummated, we will have incurred significant costs and diverted the time and attention of management. A failure to consummate the Merger may also result in negative publicity, reputational harm, litigation against us or our directors and officers, and a negative impression of the companies in the financial markets. The occurrence of any of these events individually or in combination could have a material adverse effect on our financial performance and stock price.

The interim operating covenants contained in the Merger Agreement may prevent us from pursuing opportunities that would be beneficial to our stockholders.

The Merger Agreement restricts us from taking certain actions until the Effective Time without the consent of Treeline, including, among others: the payment of dividends; the issuance of equity (including certain equity incentive awards); certain increases to employee compensation and benefits; capital expenditures; the incurrence of indebtedness; acquisitions and divestitures; and the entry into or amending certain material contracts. We are required to conduct our business in the ordinary course of business in all material respects.

The restrictive covenants, which are subject to various specific exceptions, may prevent us from pursuing attractive business opportunities that may arise prior to the consummation of the Merger. Although we may be able to pursue such activities with Treeline’s consent, there is no assurance that Treeline will be willing to provide its consent.

The Merger may be completed even though a material adverse effect may result from the announcement of the Merger, industry-wide changes or other causes.

In general, neither we nor Treeline is obligated to complete the Merger if there is a continuing material adverse effect affecting the other party between June 6, 2026, the date of the Merger Agreement, and the Closing. However, certain types of changes are excluded from the concept of a “material adverse effect.”

Such exclusions include, but are not limited to, general business or economic conditions generally affecting the industry in which the applicable party operates; political conditions, acts of war, the outbreak or escalation of armed hostilities, acts of terrorism, earthquakes, wildfires, hurricanes, tsunamis, floods, mudslides, weather conditions, other natural disasters, man-made disasters, health and other emergencies, calamities, epidemics, pandemics (including COVID-19 and any evolutions or mutations thereof), disease outbreaks, other acts of God or force majeure events; changes in financial, banking or securities markets, including changes in interest rates in the United States or any other country or region in the world; any change in law or GAAP; any change in the stock price or trading volume of our common stock; a failure to meet internal or analysts’ expectations or projections; and the execution or announcement of the Merger Agreement or the pendency of the Merger.

Therefore, if any of these events were to occur, impacting us or Treeline, the other party would still be obliged to consummate the Closing. If any such adverse changes occur and we and Treeline consummate the Closing, the stock price of the combined company may suffer. This in turn may reduce the value of the Merger to our stockholders.

If we and Treeline complete the Merger, the combined company may need to raise additional capital in the future by issuing equity securities or additional debt or through licensing arrangements, which may cause significant dilution to the combined company’s stockholders or restrict the combined company’s operations.

Additional financing may not be available to the combined company when it is needed or may not be available on favorable terms. To the extent that the combined company raises additional capital by issuing equity securities, or debt securities convertible into equity securities, such financing will cause additional dilution to all of the securityholders of the combined company, including our pre-Merger stockholders and Treeline’s former stockholders, and could have an adverse impact on the combined company’s stock price. It is also possible that the terms of any new equity securities may have preferences over the combined company’s common stock. Any debt financing the combined company enters into may include covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the combined company’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments. In addition, if the combined company raises additional funds through licensing arrangements, it may be necessary to grant licenses on terms that are not favorable to the combined company. Any such financing could have a material adverse effect on the combined company.

Litigation that may be filed against us and/or our officers and directors could prevent or delay the consummation of the Merger.

The outcome of any lawsuit that may be filed challenging the Merger is uncertain. One of the conditions to the Closing is that no applicable law, judgment (whether temporary, preliminary or permanent) or other legal restraint or binding order or determination by any governmental entity of competent jurisdiction shall be in effect that prevents, restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger or the Transactions.

Accordingly, if any future lawsuit is successful in obtaining an order enjoining consummation of the Merger, then such order may prevent the Merger from being consummated, or from being consummated within the expected time frame, and could result in substantial costs to us, including but not limited to, legal fees and costs associated with the indemnification of directors and officers. Any such injunction or delay in the Merger being completed may adversely affect our business, financial condition, results of operations, and cash flows.

The business of the combined company following the Merger will be different than our business prior to the Merger.

We currently develop, manufacture and sell a diversified range of instrumentation, consumables, and services that help scientists and biomedical researchers develop better therapeutics faster. Our proprietary multi-omics tools are used in a broad range of applications, including proteomics and genomics, and other areas of translational and clinical research. Our instruments and consumables are sold to leading academic research institutions, translational research and medicine centers, cancer centers, clinical research laboratories, and biopharmaceutical, biotechnology, and plant and animal research companies.

In connection with the Merger, we expect to sell or otherwise monetize our mass cytometry and microfluidics businesses, and the business of the combined company will consist of Treeline’s business. Treeline is a clinical-stage biopharmaceutical company that matches 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. Treeline’s pipeline spans oncology, neurology and immunology.

This change in our business from manufacturing and selling instruments to being a clinical-stage biopharmaceutical company could have a significant impact on the trading and market price of the common stock of the combined company following the Merger. The change in business may attract different investors and analysts and could result in the combined company’s common stock being more volatile than it was prior to the Merger. We cannot predict with certainty how the change in business will impact the combined company’s common stock following the consummation of the Merger. There can be no assurance that the change in business will not have a material adverse impact on the trading price and liquidity of the combined company’s common stock.

Following the consummation of the Merger, the composition of the board of directors and management of the combined company will be different from the composition of our current board of directors and management.

Following the consummation of the Merger, the board of directors of the combined company is expected to consist of 12 members, including ten director designees of Treeline and two of our director designees. In addition, the management team of Treeline will become our management team. In particular, Dr. Joshua Bilenker, currently the chief executive officer and co-founder of Treeline, will serve as Chief Executive Officer of the combined company, Dr. Jeffrey Engelman, currently the chief scientific officer and co-founder of Treeline, will serve as Chief Scientific Officer of the combined company, and Spencer Smith, currently the chief financial officer of Treeline, will serve as Chief Financial Officer of the combined company.

This change in board membership and management of the combined company may affect the combined company’s business strategy and operating decisions following the consummation of the Merger, as compared to our strategy and operating decisions prior to the Merger. In addition, there can be no assurances that the board of directors of the combined company will function effectively as a team and that any differences or difficulties, should they arise, will not have an adverse effect on the combined company’s business or results after the Closing Date.

Following consummation of the Merger, our former stockholders will own less than a majority of the outstanding common stock of the combined company and will therefore have less influence over the combined company than they do now.

Immediately following completion of the Merger and the issuance of our common stock to the Treeline stockholders at the Effective Time, our current stockholders in the aggregate will not have a majority ownership and voting interest in the combined company, which will result in our stockholders having less influence on the combined company’s management and policies. Immediately following completion of the Merger and using an estimated Exchange Ratio based on our and Treeline’s capitalization as of June 3, 2026 and May 28, 2026, respectively, and taking into account our estimated cash position as of the Closing but excluding any effect of our proposed reverse stock split, Treeline stockholders and our stockholders are expected to own approximately 84% and 16%, respectively, of the combined company’s outstanding shares on a fully diluted basis. As a result, our current stockholders will have significantly less influence on the combined company’s management and policies than they currently have.

Because the lack of a public market for the shares of Treeline capital stock makes it difficult to evaluate the fairness of the Merger, we may pay more to the Treeline stockholders than the fair market value of the Treeline capital stock.

The outstanding shares of Treeline capital stock are privately held and are not traded in any public market. The lack of a public market makes it extremely difficult to determine the fair market value of the shares of Treeline capital stock. Because the Exchange Ratio that will be used to calculate the number of shares of our common stock to be issued to Treeline stockholders was determined based on negotiations between the parties, it is possible that we may pay more than the aggregate fair market value for the shares of Treeline capital stock.

Failure to consummate the Merger could negatively impact our future stock prices, operations and financial results.

If the Merger is not consummated for any reason, we may be subject to a number of material risks, including the following:

In addition to the above risks, we may be required, under certain circumstances, to pay a termination fee of $16.1 million to Treeline, including if Treeline terminates the Merger Agreement due to a change in our board recommendation in favor of the Transactions, or in some cases reimburse Treeline’s reasonable out-of-pocket transaction-related expenses (up to a maximum of $5 million), including if Treeline terminates the Merger Agreement due to a failure to obtain the required approval of our stockholders, which may adversely affect our financial condition.

Our business may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of our management on the Merger. A failure to consummate the Merger may also result in negative publicity, reputational harm, potential litigation against us or our directors and officers, and a negative impression of the companies in the financial markets. If the Merger is not consummated, we cannot assure our stockholders that these risks will not materialize and will not materially adversely affect our business, financial results and stock price.

If the Merger is not completed, and there is no superior alternative transaction available, our board may decide to pursue a dissolution and liquidation of our business. In such an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities.

If the Merger is not completed, and there is no superior alternative transaction available, our board may decide to pursue a dissolution and liquidation of our business if it concludes that such strategy is in the best interests of our stockholders. In such an event, the amount of cash available for distribution to our stockholders will depend heavily on the timing of such decision and, with the passage of time, the amount of cash available for distribution will be reduced as we continue to fund our operations.

In addition, if our board were to approve and recommend, and our stockholders were to approve, a dissolution and liquidation, we would be required under Delaware corporate law to pay our outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to our stockholders. As a result of this requirement, a portion of our assets may need to be reserved pending the resolution of such obligations and the timing of any such resolution is uncertain. In addition, we may be subject to litigation or other claims related to a dissolution and liquidation.

If a dissolution and liquidation were pursued, our board, in consultation with our advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of our common stock could lose all or a significant portion of their investment in the event of a liquidation, dissolution or winding up.

Our stockholders will not be entitled to appraisal rights in the Merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under Section 262(b) of the Delaware General Corporation Law, stockholders do not have appraisal rights if the shares of stock they hold, as of the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon a merger, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the Merger Agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash instead of fractional shares or (d) any combination of clauses (a) through (c).

Because our common stock is listed on The Nasdaq Global Select Market, a national securities exchange, and is expected to continue to be so listed on the record date, our stockholders will not be entitled to appraisal rights in the Merger with respect to their shares of our common stock.

Merger Agreement

On June 6, 2026, we entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Treeline Biosciences, Inc. ("Treeline") and Siri Merger Sub, Inc., our wholly owned subsidiary ("Merger Sub"), pursuant to which we and Treeline will combine in an all-stock merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into Treeline, with Treeline surviving as our wholly owned subsidiary (the "Merger") and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). At the effective time of the Merger (the “Effective Time”), we will be renamed Treeline Biosciences Holdings, Inc. and will effect a reverse stock split of our outstanding common stock, if not effected prior to the Effective Timeas permitted by the Merger Agreement.

At the Effective Time, each outstanding share of Treeline capital stock will be converted into the right to receive shares of our common stock based on an exchange ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”). The Exchange Ratio is based on the relative capitalization of Treeline and Standard BioTools and assumes an equity value for Treeline of $2.5 billion and an equity value for Standard BioTools of $460 million. Following the closing (the “Closing”), our existing 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%, subject to adjustment in accordance with the Merger Agreement.

Prior to the Effective Time, we expect to declare a dividend to our stockholders of one contingent value right (“CVR”) for each outstanding share of our common stock. Each CVR will entitle the holder to receive, for each 12-month payment period during the five-year term of the CVR agreement (the “CVR Agreement”, a pro rata portion of the net proceeds received by the combined company from specified sources, less certain permitted deductions, including proceeds from the sale, disposition, or other monetization of our mass cytometry and microfluidics businesses (the “Legacy Business”); proceeds from convertible notes or other investments held by us as of the closing date (the “Closing Date”); contingent payments due to us under contracts in effect as of the Closing Date, including the contingent consideration from Illumina described in Note 3 to our accompanying financial statements appearing elsewhere in this Quarterly Report on Form 10-Q; and certain other amounts specified in the CVR agreement. Payments in respect of the CVRs will be settled in shares of the combined company's common stock, subject to a maximum of 76.0 million shares issuable under the CVR Agreement.

Under the Merger Agreement, we must use commercially reasonable efforts to effect the sale, license, transfer, disposition, divestiture or other monetization of our mass Legacy Business. If we have not entered into a definitive agreement for the disposition of any portion of these businesses on or before the date the registration statement on Form S-4 filed in connection with the Merger is declared effective, we are required to commence mutually agreed wind-down activities with respect to that portion of the business.

Completion of the Merger is subject to customary closing conditions, including approval by our stockholders of the share issuance and an amendment to our certificate of incorporation, effectiveness of the registration statement on Form S-4, continued listing of our common stock on Nasdaq and approval for listing of the shares issuable in the Merger, and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The Merger is expected to close in the second half of 2026. If the Merger is not consummated by March 31, 2027, either party may terminate the Merger Agreement. Upon termination under specified circumstances, we may be required to pay Treeline a termination fee of $16.1 million or to reimburse Treeline's transaction expenses up to $5.0 million.

For the six months ended June 30, 2026, total revenue decreased $0.7 million, or 2%, compared to the prior year period. In the first quarter of 2026, total revenue increased $0.9 million, or 5%, compared to the prior year quarter, driven primarily by higher consumables revenue and partially offset by a decline in instrument revenue. In the second quarter of 2026, total revenue decreased $1.7 million, or 8%. First quarter growth therefore offset the majority of the second quarter decline in the year-to-date results.

For the six months ended June 30, 2026, gross profit increased $0.2 million, or 1%, compared to the prior year period, as lower cost of revenue more than offset the decline in our revenue.

For the six months ended June 30, 2026, R&D expense decreased $7.6 million, or 65%, compared to the prior year period. The reduction reflects the deferral of long-horizon R&D projects, which reduced material and supply costs as well as consulting fees. Additionally, the current period benefited from restructuring activities completed in 2025, which reduced corporate overhead costs and personnel-related costs.

For the six months ended June 30, 2026, SG&A expense decreased by $22.9 million, or 40%, compared to the prior year period. The decrease primarily reflects a $10.3 million reduction in personnel-related costs and a $4.3 million reduction in stock-based compensation expense due to restructuring activities undertaken in 2025. Additionally, marketing and advertising expense declined by $2.4 million, and consulting fees declined by $1.8 million due to an increased focus by management on expense reduction during 2026.

For the three months ended June 30, 2026, other (expense) income, net decreased by $5.6 million compared to the prior year period. The decrease was primarily driven by $1.5 million of foreign currency exchange losses in the current period compared to $5.0 million of foreign currency exchange gains in the prior year period, partially offset by $1.0 million of unrealized gains on our equity investments.

Income from discontinued operations increased by $154.9 million for the six months ended June 30, 2026, compared to the corresponding period in 2025. The increase was driven by the gain on sale recorded for the SomaScan Business during 2026.

In the six months ended June 30, 2026, we used $56.0 million of proceeds from the sale of the SomaScan Business to help fund $56.9 million of net cash used in operating activities. In the six months ended June 30, 2025, we used $49.1 million of net proceeds from the sales and maturities of investments to help fund $51.0 million of net cash used in operating activities.