STANDARD BIOTOOLS INC

Previous wording

On January 5, 2024, we completed the Merger with SomaLogic, Inc. ("SomaLogic"), creating a leading provider of differentiated multi-omics tools for research.

Current wording

On January 5, 2024, we completed a merger (the "Merger") with SomaLogic, Inc. ("SomaLogic"), creating a leading provider of differentiated multi-omics tools for research.

Previous wording

On January 5, 2024, we completed the Merger pursuant to an Agreement and Plan of Merger, dated as of October 4, 2023 (the “Merger Agreement”), by and among us, SomaLogic and Martis Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub merged with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of Standard BioTools. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of SomaLogic common stock, par value $0.0001 per share (the “SomaLogic Common Stock”), converted into the right to receive 1.11 shares of our common stock.

Current wording

On January 5, 2024, we completed the Merger pursuant to an Agreement and Plan of Merger, dated as of October 4, 2023 (the “Merger Agreement”), by and among us, SomaLogic and Martis Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub merged with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of Standard BioTools. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of SomaLogic common stock, par value $0.0001 per share (the “SomaLogic Common Stock”), converted into the right to receive 1.11 shares of our common stock.

Previous wording

In addition, as of the effective time of the Merger (the “Effective Time”), we assumed each SomaLogic stock incentive plan, outstanding option to purchase shares of SomaLogic Common Stock and outstanding RSUs, whether vested or unvested. In addition, as of the Effective Time, each SomaLogic warrant was treated in accordance with its terms.

Current wording

In addition, as of the Effective Time, we assumed each SomaLogic stock incentive plan, outstanding option to purchase shares of SomaLogic Common Stock and outstanding RSUs, whether vested or unvested. In addition, as of the Effective Time, each SomaLogic warrant was treated in accordance with its terms.

Previous wording

We continue to focus on growth in instrument placements, including the SomaScan® Certified Sites program, which we expect to drive future growth in sales of consumables, SomaScan® assay kits, and instrument support services.

Current wording

We continue to focus on growth in instrument placements, including the SomaScan® certified sites ("Certified Sites") program, which we expect to drive future growth in sales of consumables, SomaScan® assay kits, and instrument support services.

Previous wording

We expect general and administrative expenses to trend downward during 2024 as we reduce headcount and realize synergies from the Merger.

Current wording

We expect general and administrative expenses to trend downward during the second half of 2024 as we reduce headcount and realize synergies from the Merger.

Previous wording

We generate product revenue from the sale of instruments, consumables, SomaScan® assay kits and other related items. Consumables revenue is largely driven by the size of our active installed base of instruments and the level of usage per instrument. SomaScan assay kit sales is largely driven by the number of active SomaScan® Certified Sites ("certified sites").

Current wording

We generate product revenue from the sale of instruments, consumables, SomaScan® assay kits and other related items. Consumables revenue is largely driven by the size of our active installed base of instruments and the level of usage per instrument. SomaScan® assay kit sales is largely driven by the number of active SomaScan® Certified Sites.

Previous wording

Restructuring and related charges primarily consist of severance costs and facilities costs for floors we have subleased or have the intent to sublease (net of sublease income) under our facility lease in South San Francisco. These costs, including a reduction-in-force, are incurred to improve operational efficiency, achieve cost savings and align our workforce to the future needs of the business. In addition to the reduction-in-force, we are reducing leased office space, optimizing our manufacturing footprint and streamlining support functions.

Current wording

Restructuring and related charges primarily consist of severance costs related to our recent reduction-in-force and facilities costs for floors we have subleased or have the intent to sublease (net of sublease income) under our facility lease in South San Francisco. These costs, including a reduction-in-force, are incurred to improve operational efficiency, achieve cost savings and align our workforce to the future needs of the business. In addition to the reduction-in-force, we are reducing leased office space, optimizing our manufacturing footprint and streamlining support functions.

Previous wording

Transaction and integration expenses consist of costs incurred in connection with the Merger, including legal, advisory, accounting and other transaction-related costs including integration costs. We expect to continue incurring these costs throughout 2024.

Current wording

Transaction and integration expenses consist of costs incurred in connection with the Merger, including legal, advisory, accounting and other transaction-related costs including integration costs. We expect to continue incurring these costs throughout the fiscal year ending December 31, 2024.

Previous wording

The following table presents our unaudited condensed consolidated statements of operations and as a percentage of total revenue for the three months ended March 31, 2024 and 2023 ($ in thousands):

Current wording

The following table presents our unaudited condensed consolidated statements of operations and as a percentage of total revenue for the three and six months ended June 30, 2024 and 2023 ($ in thousands):

Previous wording

Total proteomics revenue grew 138% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. Our growth in proteomics was driven by the acquisition of SomaLogic, which expanded our proteomics capabilities, products and services.

Current wording

Total proteomics revenue grew 56% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, and grew 93% for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. Our growth in proteomics was driven by the acquisition of SomaLogic, which expanded our proteomics capabilities, products and services.

Previous wording

Total genomics revenue decreased 6% for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The continued decline in the genomics segment was anticipated, and is a driver of our continued focus on growing the OEM business and managing this segment to sustainable positive contribution margin in the near-term.

Current wording

Total genomics revenue decreased 6% for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, and decreased 6% for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The continued decline in the genomics segment was anticipated, and is a driver of our continued focus on growing the OEM business and managing this segment to sustainable positive contribution margin in the near-term.

Previous wording

Gross profit increased by $11.9 million, or 97%, for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The increase in gross profit during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily attributable to the impact from the Merger in the first quarter of 2024 which resulted in increased revenue and improved margins from SomaScan® assay services, as well as increased sales of instruments and consumables.

Current wording

Gross profit increased by $1.3 million, or 10%, for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, and increased by $13.2 million, or 51%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase in gross profit during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 was primarily attributable to the impact from the Merger in the first quarter of 2024 which resulted in increased revenue.

Previous wording

SG&A expense increased by $25.6 million, or 120%, for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. The increase was primarily attributable to the impact of the Merger in the first quarter of 2024, which included increased salaries and benefits expense and stock based compensation expense due to the expanded global workforce headcount.

Current wording

SG&A expense increased by $15.1 million, or 67%, for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, and increased by $40.7 million, or 93%, for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The increase was primarily attributable to the impact of the Merger in the first quarter of 2024, which included increased salaries and benefits expense and stock based compensation expense due to the expanded global workforce headcount.

Previous wording

Restructuring and related charges increased by $3.1 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023, primarily due to increased severance and termination benefits in connection with the Merger that was consummated in the first quarter of 2024.

Current wording

Restructuring and related charges increased by $3.5 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, and increased by $6.6 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023, driven by increased severance and termination benefits in connection with reductions in headcount following the Merger.

Previous wording

Transaction and integration expenses increased by $17.2 million for the three months ended March 31, 2024 compared to the same period in 2023. The increase for the three months ended March 31, 2024 was due to legal, advisory, accounting costs, and integration expenses incurred in connection with the Merger. The Company expects to incur additional amounts in future periods for the Merger.

Current wording

Transaction and integration expenses increased by $2.8 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, and increased by $19.9 million for the six months ended June 30, 2024, compared to the same period in 2023. The increase was due to legal, advisory, accounting costs, and integration expenses incurred in connection with the Merger. The Company expects to incur additional integration costs in the future.

Previous wording

Bargain purchase gain increased by $25.2 million for the three months ended March 31, 2024 compared to the same periods in 2023. The increase for the three months ended March 31, 2024 was due to the consummation of the Merger in January 2024, which resulted in the fair value of assets acquired and liabilities assumed from the Merger exceeding the fair value of the consideration transferred due to a decline in our stock price following the announcement of the Merger Agreement.

Current wording

Bargain purchase gain increased by $25.2 million for the six months ended June 30, 2024, compared to the same period in 2023. The increase for the six months ended June 30, 2024 was due to the consummation of the Merger in January 2024, which resulted in the fair value of assets acquired and liabilities assumed from the Merger exceeding the fair value of the consideration transferred due to a decline in our stock price following the announcement of the Merger Agreement.

Previous wording

The increase in other income, net of $5.1 million for the three months ended March 31, 2024 compared to the same period in 2023, was primarily due to the interest earned on increased balances of money market funds and short-term investments and higher interest rates, as well as a decrease in interest expense due to repayment of our term loan in March 2024. Money market funds balances and short-term investments increased as a result of the Merger with SomaLogic.

Current wording

The increase in other income, net of $4.2 million and $9.3 million for the three and six months ended June 30, 2024, respectively, compared to the same period in 2023, was primarily due to the interest earned on increased balances of money market funds and short-term investments and higher interest rates, as well as a decrease in interest expense due to repayment of our term loan in March 2024. Money market funds balances and short-term investments increased as a result of the Merger with SomaLogic.

Previous wording

We recorded income tax expense of $0.1 million and $0.3 million in the three months ended March 31, 2024 and 2023, respectively. The decrease in our tax provision reflects the effect of our foreign operations, which reported lower pre-tax income in the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

Current wording

We recorded income tax expense of $0.1 million and $0.3 million in the three months ended June 30, 2024 and 2023, respectively, and income tax expense of $0.2 million and $0.6 million in the six months ended June 30, 2024 and 2023, respectively. The decrease in our tax provision reflects the effect of our foreign operations, which reported lower pre-tax income in the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Previous wording

We have experienced operating losses since inception and have an accumulated deficit of $1,078.9 million as of March 31, 2024. To date, we have funded our operating losses primarily through equity offerings, term loans, convertible notes and redeemable preferred stock. Our ability to fund future operations and meet debt covenant requirements will depend upon our level of future revenue and operating cash flow and our ability to access additional funding through either equity offerings, issuances of debt instruments or both.

Current wording

We have experienced operating losses since inception and have an accumulated deficit of $1,124.6 million as of June 30, 2024. To date, we have funded our operating losses primarily through equity offerings, term loans, convertible notes and redeemable preferred stock. Our ability to fund future operations and meet debt covenant requirements will depend upon our level of future revenue and operating cash flow and our ability to access additional funding through either equity offerings, issuances of debt instruments or both.

Previous wording

Our principal sources of liquidity are cash, cash equivalents and short-term investments. Our collective balances of cash, cash equivalents and short-term investments were $462.3 million at March 31, 2024 and $114.9 million at December 31, 2023.

Current wording

Our principal sources of liquidity are cash, cash equivalents and short-term investments. Our collective balances of cash, cash equivalents and short-term investments were $394.7 million at June 30, 2024 and $114.9 million at December 31, 2023.

Previous wording

We enter into arrangements that serve as sources of capital and the associated contractual agreements may result in firm or contingent obligations of us. In addition to our common stockholders’ equity, our sources of capital primarily include debt and operating leases. Our operating lease arrangements require cash repayment and our convertible debt that matures on December 1, 2024 contains rights that may result in their conversion to our common stock prior to maturity. On March 4, 2024, the Company fully repaid all outstanding indebtedness owed pursuant to the Term Loan Facility and terminated the agreement.

Current wording

We enter into arrangements that serve as sources of capital and the associated contractual agreements may result in firm or contingent obligations of us. In addition to our common stockholders’ equity, our sources of capital primarily include debt and operating leases. Our operating lease arrangements require cash repayment and our convertible debt that matures on December 1, 2024 contains rights that may result in their conversion to our common stock prior to maturity. On March 4, 2024, we fully repaid all outstanding indebtedness owed pursuant to the Term Loan Facility and terminated the agreement.

Previous wording

Following the SomaLogic Merger on January 5, 2024, we assumed additional cash commitments, including a requirement under the agreement originally entered into by SomaLogic with Illumina Cambridge, Ltd. in December 2021, to engage with two contract manufacturing organizations in order to ensure manufacturing capacity. Specifically, we assumed minimum annual purchase commitments of $2.3 million with IDT who is contracted to manufacture custom products. As the minimum contract term is three years, our total purchase commitment related to the agreement is $6.9 million. As of March 31, 2024, the Company has not yet began placing orders under the agreement with IDT.

Current wording

Following the Merger, we assumed additional cash commitments, including a requirement under the agreement originally entered into by SomaLogic with Illumina Cambridge, Ltd. in December 2021, to engage with two contract manufacturing organizations in order to ensure manufacturing capacity. Specifically, we assumed minimum annual purchase commitments of $2.3 million with Integrated DNA Technologies, Inc. ("IDT") who is contracted to manufacture custom products. As the minimum contract term is three years, our total purchase commitment related to the agreement is $6.9 million. As of June 30, 2024, we have not yet began placing orders under the agreement with IDT.

Previous wording

In the three months ended March 31, 2024, we used $38.8 million of net proceeds from the sales and maturities of short-term investments to help fund $62.5 million of net cash used in operating activities, $11.1 million of common stock repurchases, and $8.2 million of repayment of term loan and convertible notes.

Current wording

In the six months ended June 30, 2024, we used $91.0 million of net proceeds from the sales and maturities of short-term investments to help fund $101.5 million of net cash used in operating activities, $40.5 million of common stock repurchases, and $8.2 million of repayment of term loan and convertible notes.

Previous wording

In the three months ended March 31, 2023, we used $44.2 million of net proceeds from the sales and maturities of short-term investments to help fund $8.5 million of net cash used in operating activities, $2.5 million of common stock repurchases, and a $32.1 million increase in cash and cash equivalents.

Current wording

In the six months ended June 30, 2023, we used $85.1 million of net proceeds from the sales and maturities of short-term investments to help fund $17.8 million of net cash used in operating activities, $4.8 million of common stock repurchases, and a $60.8 million increase in cash and cash equivalents.

Previous wording

Net cash provided by investing activities for the three months ended March 31, 2024 was $318.1 million compared to $43.2 million used in the three months ended March 31, 2023. The three months ended March 31, 2024 primarily reflects $280.0 million of cash and restricted cash acquired in the Merger, and $38.8 million of proceeds from sales and maturities of short-term investments, net of purchases. The first quarter of 2023 primarily reflects $44.2 million of proceeds from sales and maturities of short-term investments, net of purchases.

Current wording

Net cash provided by investing activities for the six months ended June 30, 2024 was $368.3 million compared to $83.3 million used in the six months ended June 30, 2023. The six months ended June 30, 2024 primarily reflects $280.0 million of cash and restricted cash acquired in the Merger, and $91.0 million of proceeds from sales and maturities of short-term investments, net of purchases. The six months ended June 30, 2023 primarily reflects $85.1 million of proceeds from sales and maturities of short-term investments, net of purchases.

Previous wording

Financing activities used cash of $19.7 million for the three months ended March 31, 2024 and $2.6 million in the same period of 2023. These changes in cash from financing activities primarily reflect $11.1 million of common stock share repurchases, and $8.2 million of repayment of term loan and convertible notes in the three months ended March 31, 2024. These changes in cash during the first quarter of 2023 primarily reflect $2.5 million of common stock share repurchases.

Current wording

Financing activities used cash of $48.1 million for the six months ended June 30, 2024 compared to $4.6 million for the six months ended June 30, 2023. The changes in cash from financing activities during the six months ended June 30, 2024 primarily reflect $40.5 million of common stock share repurchases, and $8.2 million of repayment of term loan and convertible notes in the six months ended June 30, 2024. The changes in cash from financing activities during the six months ended June 30, 2023 primarily reflect $4.8 million of common stock share repurchases.