LAB

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 24, 2026

Standard BioTools Inc. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

001-34180 (Commission File Number)

77-0513190 (I.R.S. Employer Identification Number)

50 Milk Street, 10th Floor Boston, Massachusetts 02109

(Address of principal executive offices and zip code)

(650) 266-6000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.001 par value per share

LAB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 - Results of Operations and Financial Condition On February 24, 2026, Standard BioTools Inc. issued a press release which included information with respect to certain financial results for the three months and fiscal year ended December 31, 2025. The press release is attached hereto as Exhibit 99.1.

The information set forth in the press release, except for the information set forth under the headings “Full Year 2026 Revenue Outlook” and “About Standard BioTools Inc.”, together with the forward-looking statement disclaimer, is incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

The information set forth under the headings “Full Year 2026 Revenue Outlook” and “About Standard BioTools Inc.”, together with the forward-looking statement disclaimer, is incorporated by reference into this Item 7.01 of this Current Report on Form 8-K. Item 9.01 - Financial Statements and Exhibits (d) Exhibits

Exhibit No.

Description

99.1

Press release issued by Standard BioTools Inc., dated February 24, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

February 24, 2026

STANDARD BIOTOOLS INC.

By:

/s/ Alex Kim

Name:

Alex Kim

Title:

Chief Financial Officer

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0001162194

2026-01-30 2026-01-30

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 30, 2026

Standard BioTools Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-34180

77-0513190

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

50 Milk Street, 10th Floor

Boston, Massachusetts 02109

(Address of principal executive offices and zip code)

(650) 266-6000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.001 par value per share

LAB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01Completion of Acquisition or Disposition of Assets.

On January 30, 2026, Standard BioTools Inc., a Delaware corporation (the “Company”) completed the previously announced sale of all of the equity interests of SomaLogic, Inc. (“SomaLogic”), Sengenics Corporation LLC and Sengenics Corporation Pte Ltd (such equity interests, collectively, the “Shares”), the entities that operate the Company’s aptamer-based and functional proteomics business, including KREX, Single SOMAmer and translational and diagnostic assays (the “Business”), pursuant to the terms of the Stock Purchase Agreement (the “Purchase Agreement”), dated as of June 22, 2025, by and between the Company and Illumina, Inc., a Delaware corporation (“Purchaser”) (such transaction, the “Transaction”). The Transaction does not include the Company’s mass cytometry and microfluidics businesses, which are being retained by the Company.

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

In connection with the completion of the Transaction, as additional consideration, the Company and Purchaser entered into (i) a royalty agreement, pursuant to which the Company will be entitled to a specified royalty stream on net revenues generated from sales of SOMAmer-based next-generation sequencing library preparation kits, (ii) a license agreement, pursuant to which Purchaser will provide a specified license to the Company for the intellectual property relating to Single SOMAmers for potential development and commercialization of Single SOMAmer reagents for use in singleplex affinity assays and (iii) a royalty agreement, pursuant to which the Company will be entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers.

In connection with the completion of the Transaction, the Company and Purchaser also entered into a transition services agreement, pursuant to which the Company will provide certain services to Purchaser on a transitional basis and for a specified period following the closing of the Transaction in connection with Purchaser’s operation of the Business.

As a result of the closing of the Transaction, which included the sale of all of the equity interests of SomaLogic to Purchaser, the Company no longer has any subsidiary that is a party to the Collaboration Agreement, dated as of December 31, 2021, by and between SomaLogic a

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 8, 2026

Standard BioTools Inc. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

001-34180 (Commission File Number)

77-0513190 (I.R.S. Employer Identification Number)

50 Milk Street, 10th Floor Boston, Massachusetts 02109

(Address of principal executive offices and zip code)

(650) 266-6000

(Registrant's telephone number, including area code)

2 Tower Place, Suite 2000 South San Francisco, California 94080

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.001 par value per share

LAB

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 - Results of Operations and Financial Condition On January 8, 2026, Standard BioTools Inc. (the "Company") issued a press release, which included information with respect to certain preliminary financial results of the Company for the three months and fiscal year ended December 31, 2025. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Company's preliminary financial results are unaudited and based on current expectations and may be adjusted as a result of, among other things, completion of annual audit procedures. This financial information does not represent a comprehensive statement of the Company's financial results for the three months or fiscal year ended December 31, 2025 and remains subject to the completion of financial closing procedures and internal reviews. Item 9.01 - Financial Statements and Exhibits (d) Exhibits

Exhibit No.

Description

99.1

Press release issued by Standard BioTools Inc., dated January 8, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for 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 and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

January 8, 2026

STANDARD BIOTOOLS INC.

By:

/s/ Alex Kim

Name:

Alex Kim

Title:

Chief Financial Officer