STANDARD BIOTOOLS INC.
For the period ended Mar 31, 2026. Filed May 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 6, 2026
LAB$0.64+2.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001193125-25-264695
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001193125-26-208967
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 130 previous paragraphs and 91 current paragraphs.
53 unchanged; 16 reworded; 21 added; 60 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
Divestiture
Current report
At closing, we received net cash consideration of $363.2 million and recognized $25.0 million of consideration receivable based on the achievement of specified revenue thresholds during fiscal year 2025, for total net consideration of $388.2 million. The total consideration is subject to customary post-closing adjustments for working capital. In addition, we are eligible to receive additional contingent earnout payments of up to $50.0 million based on the achievement of specified revenue thresholds for SomaScan assay services and related products during fiscal year 2026. We will recognize the contingent earnout consideration as it is realized.
Current report
Restructuring Activities
Current report
Both restructuring actions were 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.
Current report
Instrument Sales
Current report
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.
Current report
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.
Current report
Consumables Revenue
Current report
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.
Current report
Research and Development (“R&D”)
Current report
For the three months ended March 31, 2026, SG&A expense decreased by $11.2 million, or 38%, compared to the prior year period. The reduction in SG&A expense was primarily driven by a decrease in personnel-related costs due to restructuring activities undertaken during 2025.
Current report
Restructuring and related charges for the three months ended March 31, 2026 increased by $1.5 million, or 98%, compared to the prior year period. The increase was primarily driven by a $0.9 million increase in facilities-related charges associated with the Company's former South San Francisco office, which was vacated in connection with the consolidation of the Company's R&D function into its Singapore facility in 2025. The increase was further driven by $0.9 million of additional severance and related benefits associated with workforce reductions initiated in the prior year, partially offset by lower severance costs from current-period workforce reductions.
Current report
Transaction and integration expenses for the three months ended March 31, 2026 decreased by $1.2 million, or 100%, compared to the prior year period. The costs incurred during the three months ended March 31, 2025 were primarily related to integration efforts which were completed during 2025.
Current report
Interest Income, net
Current report
Interest income increased by $0.6 million, or 20%, during the three months ended March 31, 2026 compared to the prior year period. The increase was primarily attributable to higher money market fund and investment balances resulting from cash proceeds received in connection with the sale of the SomaScan Business.
Current report
Other (Expense) Income, net
Current report
Other (expense) income, net decreased by $6.2 million for the three months ended March 31, 2026 compared to the prior year period. The decrease was primarily driven by unrealized losses of $3.5 million on our equity investments during the current period. The prior year period also included a $3.4 million gain from the remeasurement of a contingent consideration liability, with no comparable remeasurement activity during the three months ended March 31, 2026.
Current report
Income (loss) from discontinued operations
Current report
Income (loss) from discontinued operations increased by $144.4 million for the three months ended March 31, 2026, compared to the corresponding period in 2025. The increase was primarily driven by the gain on the sale of the SomaScan Business of $172.3 million, which was partially offset by $39.2 million of tax expense associated with the gain.
Current report
Net cash used in operating activities increased by $16.3 million for the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily driven by $12.1 million of higher transaction and restructuring cost payments and a $10.1 million increase in bonus payments. These increases were partially offset by lower cash payments for ongoing operating expenses, reflecting the impact of our cost reduction initiatives.
Current report
Net cash provided by investing activities was $191.1 million for the three months ended March 31, 2026, compared to $14.6 million for the same period in 2025. The increase was primarily attributable to $363.2 million of cash consideration received in connection with the sale of the SomaScan Business, partially offset by $185.7 million of purchases of marketable debt securities funded with a portion of the sale proceeds.
Removed paragraphs (60)
Previous report
Illumina has agreed to acquire 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, 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.
Previous report
The consummation of the Transaction is subject to customary closing conditions, including, among others, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. We expect the Transaction to close in the first half of 2026.
Previous report
The Purchase Agreement also includes customary termination provisions, including, among others, the ability of us or Illumina to terminate the Purchase Agreement if the Transaction has not been consummated on or before March 23, 2026, subject to up to three automatic three-month extensions under certain circumstances. If the Purchase Agreement is terminated under specified circumstances, Illumina will be required to pay us a reverse termination fee in cash equal to $14.5 million.
Previous report
The following factors have been important to our business, and we expect them to impact our results of operations and financial condition in future periods:
Previous report
Continued adoption of our services and products:
Previous report
o
Previous report
We have a well-established base of marquee customer and key opinion leader relationships in place, and as we grow further, we expect to win contracts with new customers and expand the scope of existing contracts with existing customers.
Previous report
o
Previous report
We continue to focus on growth in instrument placements which we expect to drive future growth in sales of consumables and field services.
Previous report
o
Previous report
We continue to enhance our single-cell and spatial proteomics offerings through continuous improvements to our proteomics instruments.
Previous report
o
Previous report
Total revenue may vary from period to period based on, among other things, the timing and size of new contracts, fluctuations in customer consumption of and adoption trends, ramp time and productivity of our salesforce, the impact of significant transactions, and seasonality. Failure to effectively develop and expand our sales and marketing capabilities or improve the productivity of our sales and marketing organization could harm our ability to expand our potential customer and sales pipeline, increase our customer base, and achieve broader market acceptance of our products.
Previous report
Continued investment in growth:
Previous report
o
Previous report
o
Previous report
We have and expect to continue to make investments in research and development (“R&D”), including hiring employees with the necessary scientific and technical backgrounds to enable enhancements to our existing products and services and bring new products and services to market.
Previous report
Ability to lower operating costs:
Previous report
o
Previous report
We continue to focus on improving operating discipline through the implementation of restructuring plans and lean Standard BioTools Business System principles to build more efficient operations and reduce costs.
Previous report
o
Previous report
We intend to reduce manufacturing costs, in part, by modifying our manufacturing processes to use materials and technologies that provide equal or greater quality at lower cost, improving how we manage our materials and negotiating favorable terms for our materials purchases.
Previous report
Seasonality:
Previous report
o
Previous report
Our revenue can be seasonal dependent upon the procurement and budgeting cycles of many of our customers, especially government- or grant-funded customers, whose cycles often coincide with government fiscal year ends.
Previous report
Expansion of our proteomic content:
Previous report
o
Previous report
To maintain our competitive advantage in the single-cell proteomics market, we plan to increase the number of protein reagents for commercial availability based on allocated funding, resource availability, and the successful validation of new reagents, with a focus on expanding our mass cytometry antibody panels and detection capabilities.
Previous report
o
Previous report
We continue to expand our single-cell proteomics database and artificial intelligence and machine learning analytics to drive deeper insights into cellular heterogeneity, immune profiling, and biomarker discovery, creating new value and market opportunities in translational and clinical research.
Previous report
Bargain Purchase Gain
Previous report
Bargain purchase gain represents the excess of fair value of the assets acquired and liabilities assumed over the fair value of the consideration transferred in connection with the merger with SomaLogic (the “Merger”). We determined that the bargain purchase gain was primarily attributable to a rapid decline in our stock price in the days following the announcement of the Merger, which persisted through the closing date on January 5, 2024.
Previous report
For the nine months ended September 30, 2025, total revenue declined $4.7 million, or 7%, compared to the prior year period. The decline was primarily driven by a $2.5 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 $2.0 million in services and other revenue, as a result of lower service requirements from improved instrument reliability and timing of customer maintenance schedules.
Previous report
For the nine months ended September 30, 2025, gross profit decreased $2.4 million, or 7%, compared to the prior year period, primarily due to revenue decline.
Previous report
Research and Development
Previous report
For the nine months ended September 30, 2025, R&D expense decreased $3.8 million, or 17%, compared to the prior year period. The reduction reflects restructuring activities undertaken during 2024 and 2025, which reduced personnel-related expenses by $1.7 million. Additionally, long-term R&D projects were deferred, which reduced material and supply costs by $1.7 million and consulting costs by $0.6 million.
Previous report
Selling, General and Administrative
Previous report
For the three months ended September 30, 2025, SG&A expense increased by $2.1 million, or 9%, compared to the prior year period. This increase primarily reflects the classification of the SomaScan business as discontinued operations. Following this classification, certain personnel-related costs and corporate overhead costs that previously supported both business segments now remain with continuing operations, as these shared services and infrastructure costs cannot be proportionally allocated to discontinued operations. The increase in these residual costs compared to the prior year period primarily reflects infrastructure expansion during the intervening period, which created a larger base of shared costs at the time of discontinuation.
Previous report
For the nine months ended September 30, 2025, SG&A expense increased $8.8 million, or 12%, compared to the prior year period. The increase primarily reflects $6.6 million in stock-based compensation expense due to accelerated vesting associated with headcount reductions, $5.6 million in personnel and infrastructure costs, $1.6 million in depreciation and amortization expense, and $1.1 million in materials and supplies expense. These increases were partially offset by a $5.6 million decrease in consulting fees.
Previous report
Restructuring and related charges for the three and nine months ended September 30, 2025 increased by $7.1 million and $0.3 million, or 303% and 3%, respectively, compared to the prior year periods. The increase in both periods was primarily driven by an increase in severance and other benefits paid in connection with a reduction of our workforce during the three months ended September 30, 2025.
Showing the first 40 of 60 passages. Open the source sections for the rest.
Reworded paragraphs (16)
Previous wording
You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited financial information and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and the audited financial information and the notes thereto included in our Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025 (the “Annual Report”) and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 15, 2025, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.
Current wording
You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited financial information and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and the audited financial information and the notes thereto included in our Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of our Annual Report and this Quarterly Report on Form 10-Q, as updated and/or supplemented in subsequent filings with the SEC, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.
Previous wording
On June 22, 2025, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Illumina, Inc. (“Illumina”). Pursuant to the terms of the Purchase Agreement, Illumina will acquire all of the equity interests of SomaLogic, Inc. (“SomaLogic”), Sengenics Corporation LLC and Sengenics Corporation Pte Ltd, each a wholly owned subsidiary of the Company that operates our aptamer-based and functional proteomics business, including KREX, Single SOMAmer, translational and diagnostic assays (collectively, the “SomaScan Business”) (such transaction, the “Transaction”). The Transaction does not include our mass cytometry and microfluidics businesses, which are being retained by us.
Current wording
On June 22, 2025, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Illumina, Inc. (“Illumina”) pursuant to which Illumina acquired all of the equity interests of SomaLogic, Inc. (“SomaLogic”), Sengenics Corporation LLC and Sengenics Corporation Pte Ltd (collectively, the “Disposed Entities”), each an owned subsidiary that operated our aptamer-based and functional proteomics business, including KREX, Single SOMAmer, translational and diagnostic assays (collectively, the “SomaScan Business”) (such transaction, the “Transaction”). The Transaction did not include our mass cytometry and microfluidics businesses, which we retained. The Transaction closed on January 30, 2026.
Previous wording
In addition, the Purchase Agreement contemplates that, at the closing of the Transaction, as additional consideration, we and Illumina will enter into (i) a royalty agreement, pursuant to which we 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 Illumina will provide 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 will be entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers.
Current wording
In addition, 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. The royalty rates are low- to mid-single digit percentages.
Previous wording
On August 28, 2025, we determined to consolidate our South San Francisco-based R&D capabilities into our Singapore facility to co-locate with our manufacturing operations and to implement 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 will vacate our South San Francisco office and transfer our headquarters to Boston, Massachusetts. We currently expect this process to be completed by December 31, 2025.
Current wording
On August 28, 2025, we initiated a plan to consolidate our South San Francisco-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 South San Francisco office on December 31, 2025.
Previous wording
On September 13, 2025, we commenced an additional restructuring plan, which included a reduction-in-force.
Current wording
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.
Previous wording
We generate our revenue from the sale of products and services. We also derive revenue from collaborative arrangements, license agreements, grants, and royalties. Customers include top biopharmaceutical companies and leading academic research universities.
Current wording
We generate our revenue from the sale of products and services. We also derive revenue from collaborative arrangements, license agreements, grants, and royalties. Customers include top biopharmaceutical companies and leading academic research universities. We expect the average selling prices of our products and services to fluctuate over time based on market conditions, product mix and currency fluctuations.
Previous wording
Service revenue primarily consists of post-warranty service contracts, preventive maintenance plans, installation and training for our instruments. We expect the average selling prices of our products and services to fluctuate over time based on market conditions, product mix and currency fluctuations.
Current wording
Service revenue primarily consists of post-warranty service contracts, preventive maintenance plans, installation and training for our instruments.
Previous wording
Selling, general and administrative (“SG&A”) expenses consist primarily of personnel costs for our sales and marketing, business development, finance, legal, human resources, information technology and general management teams, as well as professional services, including legal and accounting services.
Current wording
SG&A expenses consist primarily of personnel costs for our sales and marketing, business development, finance, legal, human resources, information technology and general management teams, as well as professional services, including legal and accounting services.
Previous 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. When combined, these reductions-in-force impacted approximately 20% of our total global workforce.
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 South San Francisco facility lease. 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. When combined, these reductions-in-force impacted approximately 20% of our total global workforce.
Previous wording
The following table presents our unaudited condensed consolidated statements of operations and as a percentage of total revenue for the three and nine months ended September 30, 2025 and 2024 ($ 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 months ended March 31, 2026 and 2025 ($ in thousands):
Previous wording
For the three months ended September 30, 2025, total revenue declined $2.5 million, or 11%, compared to the prior year period. The decline was primarily driven by a $1.8 million decrease in consumables revenue, with services and other revenue and instruments revenue decreasing by $0.6 million and $0.2 million, respectively. The revenue decline was anticipated by management and reflects continued macroeconomic pressures on customer spending, including budgetary limitations and constrained funding environments that have impacted purchase timing and deal closure rates.
Current wording
For the three months ended March 31, 2026, total revenue increased by $0.9 million, or 5%, compared to the prior year period, driven primarily by higher consumables revenue. These increases were partially offset by a decline in instruments revenue. The decline in instruments revenue reflects continued macroeconomic pressures on customer spending, including budgetary limitations and constrained funding environments that have impacted purchase timing and deal closure rates.
Previous wording
For the three months ended September 30, 2025, gross profit decreased $2.6 million, or 22%, compared to the prior year period, primarily due to revenue decline.
Current wording
For the three months ended March 31, 2026, gross profit increased by $0.3 million, or 2%, compared to the prior year period, primarily due to our revenue growth.
Previous wording
For the three months ended September 30, 2025, R&D expense decreased by $0.6 million, or 8%, compared to the prior year period. The reduction in R&D expense was primarily driven by the deferral of long-term R&D projects, which reduced personnel and material costs.
Current wording
For the three months ended March 31, 2026, R&D expense decreased by $3.3 million, or 61%, compared to the prior year period. The reduction in R&D expense was primarily driven by a decrease in personnel-related costs due to restructuring activities undertaken during 2025.
Previous wording
We have experienced operating losses since inception and have an accumulated deficit of $1,279.8 million as of September 30, 2025. To date, we have funded our operating losses primarily through acquisitions, 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 acquisitions, divestitures, equity offerings, or issuances of debt instruments.
Current wording
We have experienced operating losses since inception and have an accumulated deficit of $1,133.5 million as of March 31, 2026. To date, we have funded our operating losses primarily through acquisitions, divestitures, 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 acquisitions, divestitures, equity offerings, or issuances of debt instruments.
Previous wording
Our principal sources of liquidity are cash, cash equivalents and investments. Our collective balances of cash, cash equivalents and investments were $214.4 million and $292.9 million at September 30, 2025 and December 31, 2024, respectively.
Current wording
Our principal sources of liquidity are cash, cash equivalents and investments. Our collective balances of cash, cash equivalents and investments were $526.5 million and $213.3 million at March 31, 2026 and December 31, 2025, respectively.
Previous wording
In the nine months ended September 30, 2025, we used $43.3 million of net proceeds from the sales and maturities of investments to help fund $73.2 million of net cash used in operating activities. We did not repurchase any common stock or repay any debt during the nine months ended September 30, 2025.
Current wording
In the three months ended March 31, 2026, we used $15.0 million of net proceeds from the sales and maturities of investments to help fund $46.6 million of net cash used in operating activities. In the three months ended March 31, 2025, we used $52.0 million of net proceeds from the sales and maturities of investments to help fund $30.3 million of net cash used in operating activities.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Selling, General, and Administrative (“SG&A”)
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We continue to invest significantly in our commercial infrastructure.