STANDARD BIOTOOLS INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO

SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under §240.14a-12

Standard BioTools Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 30, 2025

Dear Stockholders:

Date:

Wednesday, June 18, 2025

Time:

8:30 a.m., Pacific Time

Place:

Online at

www.virtualshareholder

meeting.com/LAB2025

You are cordially invited to attend the 2025 annual meeting of stockholders of Standard BioTools Inc. (the “Annual Meeting”) to be held exclusively online via live webcast on Wednesday, June 18, 2025, at 8:30 a.m., Pacific Time. The meeting can be accessed by visiting at www.virtualshareholdermeeting.com/LAB2025, where you will be able to listen to the meeting live, submit questions, and vote online. We believe that a virtual stockholder meeting provides greater access to those who may want to attend. This approach also aligns with our broader sustainability and cost-savings goals.

Details regarding the meeting, the business to be conducted at the meeting, and information about Standard BioTools Inc. that you should consider when you vote your shares are described in the accompanying proxy statement.

At the Annual Meeting, two persons will be elected to our board of directors. In addition, we will ask stockholders to:

Our board of directors recommends the approval of each of the proposals. Such other business will be transacted as may properly come before the Annual Meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about May 5, 2025 we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our Annual Meeting and our 2024 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone, how to access the virtual Annual Meeting, and how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement.

Thank you for your continued support of Standard BioTools Inc. We look forward to seeing you at the Annual Meeting. If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor:

ALLIANCE ADVISORS LLC

Stockholders, banks, and brokers may call 844-202-5849 (toll-free from the U.S. and Canada) or

+1-209-637-2994 (from other countries)

Sincerely,

Michael Egholm, Ph.D.

President & Chief Executive Officer

Note About Forward-Looking Statements

This proxy statement and the accompanying materials contain forward-looking statements. All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “could,” “seeks,” “may,” “plan,” “potential,” “predicts,” “projects,” “should,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions and the negatives of those terms are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible future assumed future cash flow, sources of revenue and results of operations, costs of product revenue and product margin, operating and other expenses, business strategies, financing plans, expansions of our business, investments to expand our customer base, plans for our products, competitive position, industry environment, potential growth opportunities, market growth expectations, the effects of competition, cost structure optimization and acceleration of growth. Forward-looking statements are subject to numerous risks and uncertainties that could cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Factors that could materially affect our future results, performance, or achievements include but not limited to, risks that the anticipated benefits of our merger and acquisition activity or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected; risks that we may not realize expected cost savings from our restructuring, including the anticipated decrease in operational expenses, at the levels we expect; possible restructuring and transition-related disruption, including through the loss of customers, suppliers, and employees and adverse impacts on our development activities and results of operation; restructuring activities, including our subleasing plans, customer and employee relations, management distraction, and reduced operating performance; risks that internal and external costs required for ongoing and planned activities may be higher than expected, which may cause us to use cash more quickly than we expect or change or curtail some of our plans, or both; risks that our expectations as to expenses, cash usage, and cash needs may prove not to be correct for other reasons such as changes in plans or actual events being different than our assumptions; changes in our business or external market conditions; challenges inherent in developing, manufacturing, launching, marketing, and selling new products; interruptions or delays in the supply of components or materials for, or manufacturing of, our products; reliance on sales of capital equipment for a significant proportion of revenues in each quarter; seasonal variations in customer operations; unanticipated increases in costs or expenses; continued or sustained budgetary, inflationary, or recessionary pressures; anticipated National Institutes of Health funding pressures; the expected effect from U.S. export controls and tariffs; uncertainties in contractual relationships; reductions in research and development spending or changes in budget priorities by customers; uncertainties relating to our research and development activities, and distribution plans and capabilities; potential product performance and quality issues; risks associated with international operations; intellectual property risks; and competition. In addition, investors in Standard BioTools should review the more detailed discussions of additional risks and uncertainties and other information affecting our business described under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2025 and in our subsequent Quarterly Reports on Form 10-Q.

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Notice of 2025 Annual Meeting of Stockholders

Date

Wednesday, June 18, 2025

Time

8:30 a.m., Pacific Time

Place

Online at www.virtualshareholder

meeting.com/LAB2025

There is no physical location for the Annual Meeting.

VOTING

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the proxy statement accompanying this notice and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “General Information” beginning on page 1 of the proxy statement accompanying this notice.

Items of Business

To vote to elect two nominees as Class III Directors, each to a term expiring at our 2028 annual meeting of stockholders and to hold office until his or her successor is duly elected and qualified.

To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025.

To approve an amendment to our Amended and Restated 2011 Equity Incentive Plan, as amended, to increase the number of shares of common stock available for issuance thereunder by 17,400,000 shares.

Adjournments and Postponements

Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Record Date

You are entitled to vote only if you were a Standard BioTools stockholder of record as of the close of business on the record date, April 25, 2025 (the “Record Date”). Only holders of record of Standard BioTools common stock on the Record Date are entitled to notice of and to vote at the Annual Meeting.

Meeting Admission

You are entitled to attend the virtual Annual Meeting only if you were a Standard BioTools stockholder as of the close of business on the Record Date or otherwise hold a valid proxy for the Annual Meeting. If you are not a stockholder of record but hold shares through a broker, bank, trustee, or nominee (i.e., in “street name”), you should contact your broker, bank, trustee or nominee to obtain a legal proxy or broker’s proxy card in order to vote.

Participation in Annual Meeting

We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at www.virtualshareholdermeeting.com/LAB2025. Please see “Important Information About the Annual Meeting” for additional information.

The Annual Meeting will begin promptly at 8:30 a.m. Pacific Time. The virtual meeting room will open at 7:45 a.m. Pacific Time for check-in.

Annual Report

You may access our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) and our proxy solicitation materials by visiting www.proxyvote.com. Our 2024 Annual Report is not a part of the proxy solicitation materials.

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

Proxy Statement for the Standard Biotools Inc.

Annual Meeting of Stockholders to be Held on

June 18, 2025

This proxy statement, along with the accompanying Notice of 2025 Annual Meeting of Stockholders, contains information about the Annual Meeting, including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting at 8:30 a.m., Pacific Time, on Wednesday, June 18, 2025. The Annual Meeting will be conducted solely via live audio webcast on the Internet. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/LAB2025. You will not be able to attend the Annual Meeting in person.

This proxy statement relates to the solicitation of proxies by our board of directors for use at the Annual Meeting.

On or about May 5, 2025, we intend to begin mailing this proxy statement, the Notice of 2025 Annual Meeting of Stockholders and the enclosed proxy card to all stockholders entitled to vote at our Annual Meeting. Although not part of this proxy statement, we are also sending, along with this proxy statement, our 2024 Annual Report, which includes our financial statements for the fiscal year ended December 31, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 18, 2025

This proxy statement, the Notice of 2025 Annual Meeting of Stockholders, our form of proxy card and our 2024 Annual Report are available for viewing, printing, and downloading at www.proxyvote.com. To view these materials please have your control number(s) available that appears on your proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2024, on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov, or in the “Latest Reports” section of the “Investors” section of our website at https://investors.StandardBio.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Standard BioTools Inc., Attn: Investor Relations, 2 Tower Place, Suite 2000, South San Francisco, California 94080. Exhibits will be provided upon written request and payment of an appropriate processing fee.

Important Information About the Annual Meeting

Our Annual Meeting will be conducted online only, via live webcast. We intend to continue to ensure that our stockholders are afforded the same rights and opportunities to participate virtually as they would at an in-person meeting. Instructions on how to attend the Annual Meeting are posted at www.virtualshareholdermeeting.com/LAB2025.

You may log in to the meeting platform beginning at 7:45 a.m. Pacific Time on Wednesday, June 18, 2025. The meeting will begin promptly at 8:30 a.m. Pacific Time.

You will need the 16-digit control number provided in your proxy materials to attend the Annual Meeting at www.virtualshareholdermeeting.com/LAB2025. Stockholders of record and beneficial owners as of the close of business on the Record Date, April 25, 2025, may vote their shares electronically during the Annual Meeting.

If you encounter any difficulties accessing or asking questions during the Annual Meeting, a support line will be available on the login page of the virtual meeting website.

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