Standard BioTools Inc. Announces Sale of Mass Cytometry Business to Element ($5.5M)

What Happened
Standard BioTools Inc. announced on September 30, 2026 that it has terminated its July 28, 2026 Share and Asset Purchase Agreement with Multiplex Bio and entered into a new Share and Asset Purchase Agreement with Element Biosystems, LLC (an affiliate of GMT Venture Partners) for the sale of the Company’s mass cytometry business. The Element Transaction price is $5.5 million in cash (cash‑free, debt‑free), subject to customary adjustments and closing conditions, including approval by Standard BioTools’ stockholders and completion of the Company’s pending merger with Treeline Biosciences, Inc.

Key Details

• Purchase price: $5.5 million cash (cash‑free & debt‑free), subject to customary adjustments.
• Termination fees and contributions: Company paid a $1.5 million termination fee to Multiplex Bio; GMT Venture agreed to contribute $1.0 million to Multiplex Bio on the Company’s behalf.
• Financing and commitments: GMT Venture delivered an equity commitment letter to fund Element’s payment obligations; the Company is a third‑party beneficiary and may specifically enforce GMT Venture’s funding obligations. No financing condition for closing is required.
• Timing and termination rights: Closing is subject to stockholder approval and the pending Merger; the agreement includes customary termination rights, an outside date of June 30, 2027 (with up to two automatic three‑month extensions in certain circumstances), and a $1.0 million termination fee payable by the Company to Element in specified termination scenarios. The Company may also reimburse Element’s out‑of‑pocket fees up to $125,000 if not closed by Dec 31, 2026 and another $125,000 if not closed by Mar 31, 2027 (credited against any termination fee).
• Post‑closing: The parties expect to enter ancillary agreements, including a transition services agreement for the Company to provide specified services after Closing.

Why It Matters
This 8‑K discloses a definitive agreement to divest Standard BioTools’ mass cytometry business for $5.5M, replacing a prior deal with Multiplex Bio and involving GMT Venture/Element as the buyer. The transaction could change the Company’s business mix and cash position once closed, but it remains subject to stockholder approval and completion of the Company’s pending merger with Treeline. Investors should note the near‑term cash impacts (termination fees and potential reimbursements) and the key closing conditions and deadlines described above. A press release announcing the transactions was furnished as an exhibit to the filing.