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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On January 5, 2024 (the “Closing Date”), Standard BioTools Inc. ("Standard BioTools" or the “Company”) completed the merger (the "Effective Time") pursuant to the Agreement and Plan of Merger, dated as of October 4, 2023 (the “Merger Agreement”), by and among Standard BioTools, SomaLogic, Inc. ("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 (the “Merger”). The Merger was accounted for as a business combination.

On March 18, 2024, the Company entered into an exchange agreement (the “Exchange Agreement”) with Casdin Private Growth Equity Fund II, L.P. and Casdin Partners Master Fund, L.P. (together, "Casdin"), and Viking Global Opportunities Illiquid Investments Sub Master LP and Viking Global Opportunities Drawdown LP (together, “Viking” and, collectively with Casdin, the “Investors”). Pursuant to the Exchange Agreement, the Investors exchanged an aggregate of (i) 127,780 shares of Series B-1 Convertible Preferred Stock and (ii) 127,779 shares of Series B-2 Convertible Preferred Stock, representing all of the outstanding shares of Series B Preferred Stock, for an aggregate of 92,930,553 shares of the Company’s common stock (the “Exchange”). The Exchange was completed on March 18, 2024 and was accounted for as an induced conversion.

The unaudited pro forma condensed combined statements of operations were prepared based on the historical consolidated statements of operations of Standard BioTools and SomaLogic after giving effect to the Merger and the Exchange, and after applying the assumptions and adjustments described in the accompanying notes.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 combines the historical audited consolidated statement of operations of Standard BioTools for the year ended December 31, 2023 and the historical audited consolidated statement of operations and comprehensive loss of SomaLogic for the year ended December 31, 2023 on a pro forma basis as if the Merger occurred on January 1, 2023, the first day of the Company’s most recently completed fiscal year.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 combines the historical unaudited condensed consolidated statement of operations of Standard BioTools for the three months ended March 31, 2024, and the unaudited historical financial results of SomaLogic for the period from January 1, 2024 through the Closing Date, on a pro forma basis as if the Merger occurred on January 1, 2023, the first day of the Company’s most recently completed fiscal year.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Merger or Exchange had been completed on the dates set forth above, nor is it indicative of future results or financial position of the combined company. The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the business combination. The pro forma adjustments, which Standard BioTools believes are reasonable under the circumstances, are preliminary and are based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial information. Actual results and valuations may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

These unaudited pro forma condensed combined financial statements should be read in conjunction with the following:

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

(In thousands, except for share and per share amounts)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

(In thousands, except for share and per share amounts)

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On January 5, 2024 (the "Closing Date"), the Company completed the Merger with SomaLogic. As a result, SomaLogic and its subsidiaries became wholly owned subsidiaries of Standard BioTools. Upon completion of the Merger, each share of SomaLogic common stock ("SomaLogic Common Stock") was exchanged for 1.11 (the "Exchange Ratio") shares of the Company's common stock ("Standard BioTools Common Stock").

At the Effective Time of the Merger, each share of SomaLogic Common Stock issued and outstanding immediately prior to the Effective Time of the Merger was cancelled and became the right to receive 1.11 fully paid and non-assessable shares of Standard BioTools Common Stock and cash in lieu of fractional shares. The Merger Agreement also provided that at the Effective Time, each SomaLogic restricted stock unit (each, a “SomaLogic RSU”), other than those SomaLogic RSUs that accelerated or lapsed as a result of the Merger, was assumed by Standard BioTools, the number of which was adjusted in accordance with the Exchange Ratio, and in accordance with the terms of the Merger Agreement. In addition, each outstanding and unexercised option to acquire SomaLogic Common Stock granted under the SomaLogic equity plan (each, a “SomaLogic Stock Option”) became an option to acquire Standard BioTools Common Stock (each, a “Standard BioTools Stock Option”), with the number of shares and exercise price adjusted by the Exchange ratio, in accordance with the terms of the Merger Agreement. Immediately following the Effective Time, SomaLogic shareholders and Standard BioTools shareholders own approximately 57% and 43%, respectively, of the Standard BioTools Common Stock, calculated based on a fully diluted basis. Each SomaLogic warrant was treated in accordance with its terms.

The Company accounted for the Merger as a business combination, using the acquisition method of accounting in accordance with the Accounting Standards Codification (“ASC”) Topic, Business Combinations (“ASC 805”). Standard BioTools was deemed to be the accounting acquirer. The identifiable assets acquired and liabilities assumed of SomaLogic were recorded at their estimated fair values as of the acquisition date and consolidated with those of Standard BioTools. As the fair value of the net assets acquired exceeded the fair value of consideration transferred, the transaction resulted in a bargain purchase gain. Standard BioTools was deemed to be the accounting acquirer at closing based on an evaluation of the following facts and circumstances:

The acquisition-date fair value of consideration transferred in the Merger totaled $444.2 million, comprising the following (in thousands, except exchange ratio and share price):

The following table reflects the preliminary allocation of consideration transferred to the identifiable assets acquired and liabilities assumed based on the estimated fair values as of the Closing Date (in thousands):

The fair value of the assets acquired and liabilities assumed exceeded the fair value of the consideration transferred, resulting in a bargain purchase gain. Before recognizing a gain on a bargain purchase, management reassessed the methods used in the acquisition accounting and verified that management had identified all of the assets acquired and all of the liabilities assumed, and that there were no additional assets or liabilities to be considered. Management also reassessed the procedures used to measure amounts recognized at the Closing Date to ensure that the measurements reflected all consideration transferred based on available information as of the Closing Date. Management determined that the bargain purchase gain was primarily attributable to a rapid decline in the price of Standard BioTools' common stock in the days following the announcement of the Merger, which persisted through the close of the Merger. 

The Company identified certain reclassification adjustments that were necessary to conform the historical financial statement presentations of both companies. For purposes of the unaudited pro forma condensed combined statements of operations, SomaLogic’s statement of operations and comprehensive loss and Standard BioTools’ statement of operations for the year ended December 31, 2023 have been adjusted to reflect these reclassifications. Standard BioTools’ statement of operations included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 already reflects such reclassifications; therefore, no reclassifications were necessary to conform the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024.

SomaLogic’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2023 has been adjusted to reflect the following reclassifications (in thousands):

Standard BioTools’ consolidated statement of operations for the year ended December 31, 2023 has been adjusted to reflect the following reclassifications (in thousands):

The adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 are as follows:

The following table summarizes the estimated fair values of the identifiable intangible assets acquired, their estimated useful lives, and the impact to amortization expense (in thousands):

The amortization expense related to developed technology is presented in cost of product revenue, while the amortization expense related to customer relationships and trade name is presented in selling, general and administrative expenses.

The adjustment to selling, general and administrative expense includes a $6.8 million charge that was recognized immediately upon consummation of the Merger.

i) Reflects reclassifications made to conform Standard BioTools' historical presentation to that of SomaLogic.

ii) Reflects reclassifications made to conform SomaLogic's historical presentation to that of Standard BioTools.

The adjustments included in the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 are as follows:

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 does not include adjustments related to amortization expense, depreciation expense, stock-based compensation expense, or reclassifications to align department functions. Any such adjustments would only be related to the period from January 1, 2024 to January 5, 2024, and are not material to the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024. The impacts of purchase accounting and accounting policy alignment and reclassifications are included in Standard BioTools’ historical results of operations from the Closing Date.

The pro forma combined basic and diluted net loss per share have been adjusted to reflect the pro forma net loss for the year ended December 31, 2023 and the three months ended March 31, 2024. In addition, the number of shares used in calculating the pro forma combined basic and diluted net loss per share has been adjusted to reflect the estimated total number of shares of common stock of the combined company that would be outstanding following completion of the Merger and the Exchange. For the year ended December 31, 2023 and the three months ended March 31, 2024, the pro forma weighted average shares outstanding and pro forma net loss per share have been calculated as follows (in thousands):

*** The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands):