SEC Filing | Standard BioTools Inc.

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As filed with the Securities and Exchange Commission on November 13, 2023

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STANDARD BIOTOOLS INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of
incorporation or organization)

3826

(Primary Standard Industrial
Classification Code Number)

77-0513190

(I.R.S. Employer
Identification No.)

2 Tower Place, Suite 2000
South San Francisco, CA
(650) 266-6000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Michael Egholm, Ph.D.
President and Chief Executive Officer
2 Tower Place, Suite 2000
South San Francisco, CA 94080
(650) 266-6000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

William C. Hicks, Esq.
Matthew J. Gardella, Esq.
Matthew W. Tikonoff, Esq.
John T. Rudy, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000

Adam Taich
Interim Chief Executive Officer
SomaLogic, Inc.
2945 Wilderness Place
Boulder, CO 80301
(303) 625-9000

Ethan Skerry, Esq.
David Michaels, Esq.
Julia Forbess, Esq.
Fenwick & West LLP
902 Broadway
New York, NY 10010
(212) 430-2600

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after the effective date of this registration statement and consummation of the merger of Martis Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Standard BioTools Inc., a Delaware corporation (“Standard BioTools”), with and into SomaLogic, Inc., a Delaware corporation (“SomaLogic”), as described in the Agreement and Plan of Merger, dated as of October 4, 2023, among Standard BioTools, SomaLogic and Merger Sub.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐			Accelerated filer ☒
	Non-accelerated filer ☐			Smaller reporting company ☒
				Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY — SUBJECT TO COMPLETION — DATED NOVEMBER 13, 2023

MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT

, 2023

Dear Stockholders of Standard BioTools Inc. and Stockholders of SomaLogic, Inc.:

As previously announced, the boards of directors of Standard BioTools Inc., a Delaware corporation (“Standard BioTools”), and SomaLogic, Inc., a Delaware corporation (“SomaLogic”), have approved a merger. Standard BioTools, SomaLogic and Martis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Standard BioTools (“Merger Sub”), have entered into an Agreement and Plan of Merger, dated as of October 4, 2023 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into SomaLogic, with SomaLogic becoming a wholly owned subsidiary of Standard BioTools (the “Merger”). Upon consummation of the Merger, each issued and outstanding share of common stock of SomaLogic, par value $0.0001 per share (“SomaLogic Common Stock”), will be converted into the right to receive 1.11 shares (the “Exchange Ratio”) of common stock of Standard BioTools, par value $0.001 per share (“Standard BioTools Common Stock”), and cash in lieu of fractional shares. Immediately following the effective time of the Merger, Standard BioTools stockholders and SomaLogic stockholders are expected to own approximately 43% and 57%, respectively, of the Standard BioTools Common Stock, calculated based on the companies’ respective fully diluted market capitalizations as of the date of signing of the Merger Agreement. The combined company will be led by Standard BioTools’ experienced management team (including key executives from SomaLogic), have a board of directors consisting of designees from both Standard BioTools and SomaLogic, and will pursue a strategy focused on unlocking value in the highly fragmented life science tools space at scale, leveraging its management expertise and operating discipline to drive value creation for stockholders.

Standard BioTools Common Stock and SomaLogic Common Stock are currently listed on The Nasdaq Global Select Market and The Nasdaq Capital Market, respectively, under the symbols “LAB” and “SLGC,” respectively. In addition, SomaLogic has warrants to purchase SomaLogic Common Stock listed on The Nasdaq Capital Market under the symbol “SLGCW.” The Exchange Ratio will not be adjusted for changes in the market price of either SomaLogic Common Stock or Standard BioTools Common Stock between the date of signing of the Merger Agreement and consummation of the Merger. Because Standard BioTools’ share price will fluctuate between the date of signing and the completion of the Merger, and because the Exchange Ratio is fixed and will not be adjusted to reflect changes in Standard BioTools’ or SomaLogic’s share price, the value of the Standard BioTools Common Stock received by SomaLogic stockholders in the Merger may differ from the implied value based on the share price on the date of signing of the Merger Agreement or the date of this joint proxy statement/prospectus. We urge you to obtain current share price quotations for Standard BioTools Common Stock and SomaLogic Common Stock.

We cannot consummate the Merger unless the stockholders of SomaLogic approve the SomaLogic Merger Proposal and the stockholders of Standard BioTools approve the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal, each as described herein. Your vote is very important, regardless of the number of shares of Standard BioTools Common Stock or SomaLogic Common Stock that you own. Whether or not you expect to attend either the SomaLogic Special Meeting or the Standard BioTools Special Meeting, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the SomaLogic Special Meeting or Standard BioTools Special Meeting, as applicable.

The SomaLogic board of directors (the “SomaLogic Board”) has unanimously approved by vote of all participating directors the Merger Agreement and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of SomaLogic and its stockholders. The SomaLogic Board unanimously recommends that SomaLogic stockholders vote “FOR” the SomaLogic Merger Proposal and “FOR” each of the other proposals to be considered at the SomaLogic Special Meeting and described in the accompanying joint proxy statement/prospectus.

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The Standard BioTools board of directors (the “Standard BioTools Board”) has unanimously approved by vote of all participating directors the Merger Agreement and determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and in the best interests of Standard BioTools and its stockholders. The Standard BioTools Board unanimously recommends that Standard BioTools stockholders vote “FOR” the Standard BioTools Share Issuance Proposal, “FOR” the Standard BioTools Charter Amendment Proposal and “FOR” each of the other proposals to be considered at the Standard BioTools Special Meeting and described in the accompanying joint proxy statement/prospectus.

The obligations of SomaLogic and Standard BioTools to consummate the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable law) of several conditions set forth in the Merger Agreement, including receipt of stockholder approval for the required proposals described above. The accompanying joint proxy statement/prospectus contains detailed information about SomaLogic, Standard BioTools, the SomaLogic Special Meeting, the Standard BioTools Special Meeting, the Merger Agreement, the Merger and the other business to be considered by the SomaLogic stockholders and Standard BioTools stockholders at the SomaLogic Special Meeting and the Standard BioTools Special Meeting, respectively. SomaLogic and Standard BioTools encourage you to read the accompanying joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 31 of the accompanying joint proxy statement/prospectus for a discussion of the risks you should consider in evaluating the Merger and how it will affect you.

On behalf of the Standard BioTools Board and the SomaLogic Board, thank you for your consideration and continued support.

Carlos Paya
Chairperson of the Board
Standard BioTools Inc.

Jason Ryan
Chairperson of the Board
SomaLogic, Inc.

Neither the United States Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Merger, the securities to be issued in connection with the Merger or any other transaction described in the accompanying joint proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated , 2023 and is first being mailed to the SomaLogic stockholders and Standard BioTools stockholders on or about .

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ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Standard BioTools and SomaLogic from other documents that are not included in or delivered with the accompanying joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into the accompanying joint proxy statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

	Standard BioTools Inc. 2 Tower Place, Suite 2000 South San Francisco, CA 94080 Attention: Corporate Secretary Telephone: (650) 266-6000			SomaLogic, Inc. 2945 Wilderness Place Boulder, CO 80301 Attention: General Counsel Telephone: (303) 625-9000
	or			or

	200 Broadacres Dr., 3rd Floor Bloomfield, NJ 07003 Toll-Free: 800-574-5969 Email: LAB@AllianceAdvisors.com			430 Park Avenue, 14th Floor New York, NY 10022 Toll-Free: (800) 662-5200 Email: SLGC@info.morrowsodali.com

Standard BioTools stockholders and SomaLogic stockholders may also consult the websites of SomaLogic or Standard BioTools for more information concerning the Merger and the other transactions described in the accompanying joint proxy statement/prospectus. The website of Standard BioTools is www.standardbio.com and the website of SomaLogic is www.somalogic.com. Information included on these websites is not incorporated by reference into the accompanying joint proxy statement/prospectus.

If you would like to request any documents, you must do so by , in order to receive them before the special meetings.

For a more detailed description of the information incorporated by reference in the accompanying joint proxy statement/prospectus and how you may obtain it, see “Where You Can Find More Information” beginning on page 208 of the accompanying joint proxy statement/prospectus.

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STANDARD BIOTOOLS INC.

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON

To the Stockholders of Standard BioTools Inc.:

We cordially invite you to attend a special meeting of the stockholders of Standard BioTools Inc., a Delaware corporation (“Standard BioTools”), being held in connection with a proposed merger with SomaLogic, Inc., a Delaware corporation (“SomaLogic”). On October 4, 2023, Standard BioTools, SomaLogic and Martis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Standard BioTools (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of Standard BioTools (the “Merger”).

The special meeting will take place exclusively online via webcast on , at (the “Standard BioTools Special Meeting”). The meeting can be accessed by visiting , where you will be able to listen to the meeting live, submit questions, and vote online. At the Standard BioTools Special Meeting, you will be asked to consider and vote upon the following proposals:

Standard BioTools Share Issuance Proposal. To approve the issuance of shares of common stock, par value $0.001 per share, of Standard BioTools (“Standard BioTools Common Stock”) in connection with the Merger and in accordance with Nasdaq Listing Rule 5635(a) (the “Standard BioTools Share Issuance Proposal”);

Standard BioTools Charter Amendment Proposal. To approve an amendment to the Standard BioTools Eighth Amended and Restated Certificate of Incorporation, as amended (the “Standard BioTools Charter”), to increase the total number of shares of Standard BioTools Common Stock authorized for issuance thereunder from 400,000,000 shares to 600,000,000 shares (the “Standard BioTools Charter Amendment Proposal”);

Standard BioTools Advisory Compensation Proposal. To approve, on a non-binding, advisory basis, the compensation that may become payable to Standard BioTools’ named executive officers and to SomaLogic’s Chief Executive Officer that is based on or otherwise relates to the Merger, as disclosed in “The Merger — Interests of Standard BioTools Directors and Executive Officers in the Merger — Quantification of Potential Payments to Standard BioTools Named Executive Officers and SomaLogic’s Chief Executive Officer in Connection with the Merger” beginning on page 127 of the accompanying joint proxy statement/prospectus (the “Standard BioTools Advisory Compensation Proposal”);

Standard BioTools 2011 Equity Incentive Plan Amendment Proposal. To approve an amendment to the Standard BioTools Amended and Restated 2011 Equity Incentive Plan, as amended (the “A&R 2011 Plan”), to increase the aggregate number of shares of Standard BioTools Common Stock that are available for issuance thereunder by 15,000,000 shares (the “Standard BioTools Equity Incentive Plan Amendment Proposal”); and

Standard BioTools Adjournment Proposal. To approve adjournments of the Standard BioTools Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in favor

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of the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal if there are insufficient votes at the time of such adjournment to approve such proposals or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Standard BioTools stockholders (the “Standard BioTools Adjournment Proposal” and, together with the Standard BioTools Share Issuance Proposal, the Standard BioTools Charter Amendment Proposal, the Standard BioTools Advisory Compensation Proposal and the Standard BioTools Equity Incentive Plan Amendment Proposal, the “Standard BioTools Proposals”).

You can vote “FOR,” “AGAINST” or “ABSTAIN” on each of these proposals. The approval by Standard BioTools stockholders of the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal is a condition to the consummation of the Merger. If the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal are not approved, the Merger will not be consummated. The approval of the Standard BioTools Advisory Compensation Proposal, the Standard BioTools Equity Incentive Plan Amendment Proposal and/or the Standard BioTools Adjournment Proposal is not required for the consummation of the Merger. The Standard BioTools board of directors (the “Standard BioTools Board”) is not aware of any other business to be acted upon at the Standard BioTools Special Meeting.

The Standard BioTools Proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety.

The Standard BioTools Board has set as the record date for the Standard BioTools Special Meeting. Only holders of record of Standard BioTools Common Stock, Standard BioTools’ Series B-1 preferred stock, par value $0.001 per share (the “Series B-1 Preferred Stock”), and Standard BioTools’ Series B-2 preferred stock, par value $0.001 per share (the “Series B-2 Preferred Stock,” and together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), as of 5:00 p.m. U.S. Eastern Time on will be entitled to notice of and to vote at the Standard BioTools Special Meeting and any adjournments thereof. Any stockholder entitled to attend and vote at the Standard BioTools Special Meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of Standard BioTools Common Stock or Series B Preferred Stock.

To be approved, (1) the Standard BioTools Proposals (other than the Standard BioTools Charter Amendment Proposal) require the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the Standard BioTools Special Meeting and entitled to vote on the subject matter and (2) the Standard BioTools Charter Amendment Proposal requires the affirmative vote of the majority of the votes cast on such proposal at the Standard BioTools Special Meeting.

The failure of any stockholder of record of Standard BioTools to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote virtually by ballot at the Standard BioTools Special Meeting will have no effect on the outcome of the vote for the Standard BioTools Proposals. Abstentions will have the same effect as a vote “AGAINST” the Standard BioTools Proposals (other than the Standard BioTools Charter Amendment Proposal) and will have no effect on the outcome of the vote for the Standard BioTools Charter Amendment Proposal. If you hold your shares of Standard BioTools capital stock in “street name” through a bank, broker or other nominee and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee will not be permitted to vote your shares on any of the vote for the Standard BioTools Proposals, which will have no effect on the outcome of the vote for the Standard BioTools Proposals.

Your vote is very important. Whether or not you expect to attend the Standard BioTools Special Meeting, we urge you to submit your proxy with respect to your shares of Standard BioTools Common Stock or Series B Preferred Stock as promptly as possible by: (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, to ensure that your shares of Standard BioTools are represented and voted at the Standard BioTools Special Meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Standard BioTools Special Meeting. If your shares of Standard BioTools Common Stock or Series B Preferred Stock are held in “street name” in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

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The Standard BioTools Board has unanimously approved by vote of all participating directors the Merger Agreement and the transactions contemplated thereby, including the issuance of Standard BioTools Common Stock, and determined that the Merger Agreement and the Merger, including the issuance of Standard BioTools Common Stock in the Merger and an amendment to the Standard BioTools Charter to increase the number of shares of Standard BioTools Common Stock authorized for issuance thereunder, are advisable, fair to and in the best interests of Standard BioTools and its stockholders. The Standard BioTools Board unanimously recommends by vote of all participating directors that you vote “FOR” the Standard BioTools Share Issuance Proposal, “FOR” the Standard BioTools Charter Amendment Proposal, “FOR” the Standard BioTools Advisory Compensation Proposal, “FOR” the Standard BioTools Equity Incentive Plan Amendment Proposal and “FOR” the Standard BioTools Adjournment Proposal.

By Order of the Board of Directors,

Michael Egholm, Ph.D.
President and Chief Executive Officer

South San Francisco, California
, 2023

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SOMALOGIC, INC.

2945 Wilderness Place
Boulder, CO 80301

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON

To the Stockholders of SomaLogic, Inc.:

We cordially invite you to attend a special meeting of the stockholders of SomaLogic, Inc., a Delaware corporation (“SomaLogic”), being held in connection with a proposed merger with Standard BioTools Inc., a Delaware corporation (“Standard BioTools”). On October 4, 2023, Standard BioTools, SomaLogic and Martis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Standard BioTools (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of Standard BioTools (the “Merger”).

The special meeting will take place exclusively online via webcast on , at (the “SomaLogic Special Meeting”). The meeting can be accessed by visiting , where you will be able to listen to the meeting live, submit questions, and vote online. At the SomaLogic Special Meeting, you will be asked to consider and vote upon the following proposals:

SomaLogic Merger Proposal. To adopt the Merger Agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, and thereby approve the Merger and the other transactions contemplated thereby (the “SomaLogic Merger Proposal”); and

SomaLogic Adjournment Proposal. To approve adjournments of the SomaLogic Special Meeting from time to time, if necessary or appropriate to solicit additional proxies in favor of the SomaLogic Merger Proposal if there are insufficient votes at the time of such adjournment to approve such proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to SomaLogic stockholders (the “SomaLogic Adjournment Proposal” and together with the SomaLogic Merger Proposal, the “SomaLogic Proposals”).

You can vote “FOR,” “AGAINST” or “ABSTAIN” on each of these proposals. Approval of the SomaLogic Merger Proposal is required for the consummation of the Merger. The approval of the SomaLogic Adjournment Proposal is not required for the consummation of the Merger. The SomaLogic Board of Directors (the “SomaLogic Board”) is not aware of any other business to be acted upon at the SomaLogic Special Meeting.

Approval of the SomaLogic Merger Proposal requires the affirmative vote of the holders of a majority of all outstanding shares of SomaLogic common stock, par value $0.0001 per share (the “SomaLogic Common Stock”), entitled to vote at the SomaLogic Special Meeting. Approval of the SomaLogic Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast on such proposal at the SomaLogic Special Meeting.

Each of the SomaLogic Merger Proposal and SomaLogic Adjournment Proposal is described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully in its entirety.

The failure of any stockholder of record of SomaLogic to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the SomaLogic Special Meeting will have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal, but will have no

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effect on the outcome of the vote for the SomaLogic Adjournment Proposal. If you hold your shares of SomaLogic Common Stock in “street name” through a bank, broker or other nominee, failure to instruct your bank, broker, or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal but will have no effect on the outcome of the vote for the SomaLogic Adjournment Proposal. Abstentions will have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal but will have no effect on the outcome of the vote for the SomaLogic Adjournment Proposal.

The SomaLogic Board has set as the record date for the SomaLogic Special Meeting. Only holders of record of SomaLogic Common Stock as of 5:00 p.m. U.S. Eastern Time on will be entitled to notice of and to vote at the SomaLogic Special Meeting and any adjournments thereof. Any stockholder entitled to attend and vote at the SomaLogic Special Meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of SomaLogic Common Stock.

Your vote is very important. Whether or not you expect to attend the SomaLogic Special Meeting, we urge you to submit your proxy with respect to your shares of SomaLogic as promptly as possible by: (1) accessing the Internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, to ensure that your shares of SomaLogic are represented and voted at the SomaLogic Special Meeting. Submitting a proxy now will not prevent you from being able to vote in person at the SomaLogic Special Meeting. If your shares of SomaLogic Common Stock are held in “street name” in the name of a bank, broker, or other nominee, follow the instructions on the voting instruction card furnished to you by such bank, broker, or other nominee.

The SomaLogic Board has unanimously approved by vote of all participating directors the Merger Agreement and the transactions contemplated thereby and determined that the Merger Agreement and the Merger are advisable, fair to, and in the best interests of SomaLogic and its stockholders. The SomaLogic Board therefore unanimously recommends by vote of all participating directors that you vote “FOR” the SomaLogic Merger Proposal and “FOR” the SomaLogic Adjournment Proposal.

By Order of the Board of Directors,

Adam Taich
Interim Chief Executive Officer

Boulder, Colorado
, 2023

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YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE SOMALOGIC SPECIAL MEETING, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED SOMALOGIC PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE SOMALOGIC SPECIAL MEETING AND WISH TO VOTE YOUR SHARES OF SOMALOGIC COMMON STOCK, YOU MAY DO SO AT ANY TIME PRIOR TO CLOSING OF THE POLLS. You may revoke your proxy or change your vote at any time before the polls close at the SomaLogic Special Meeting. If your shares of SomaLogic Common Stock are held in “street name” in the name of a bank, broker, or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes and exhibits carefully and in their entirety. If you have any questions concerning the Merger Agreement, the Merger, the SomaLogic Proposals, the SomaLogic Special Meeting or the accompanying joint proxy statement/prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need help voting your shares of SomaLogic Common Stock, please contact:

430 Park Avenue, 14th Floor
New York, NY 10022
Toll-Free: (800) 662-5200
Email: SLGC@info.morrowsodali.com

2945 Wilderness Place
Boulder, CO 80301
Attention: Investor Relations
Telephone: (303) 625-9000
Email: investors@somalogic.com
https://investors.somalogic.com

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YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU EXPECT TO ATTEND THE STANDARD BIOTOOLS SPECIAL MEETING, WE URGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET, (2) BY TELEPHONE OR (3) BY MARKING, SIGNING AND DATING THE ENCLOSED STANDARD BIOTOOLS PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE STANDARD BIOTOOLS SPECIAL MEETING AND WISH TO VOTE YOUR SHARES OF STANDARD BIOTOOLS, YOU MAY DO SO AT ANY TIME PRIOR TO THE CLOSING OF THE POLLS AT THE SPECIAL MEETING. You may revoke your proxy or change your vote at any time before the polls close at the Standard BioTools Special Meeting. If your shares of Standard BioTools Common Stock or Series B Preferred Stock are held in “street name” in the name of a bank, broker or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder.

We urge you to read the accompanying joint proxy statement/prospectus, including all documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes and exhibits carefully and in their entirety. If you have any questions concerning the Merger Agreement, the Merger, the Standard BioTools Proposals, the Standard BioTools Special Meeting or the accompanying joint proxy statement/prospectus, would like additional copies of the accompanying joint proxy statement/prospectus or need help voting your shares of Standard BioTools, please contact:

200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
Toll-Free: (800) 574-5969
Email: LAB@AllianceAdvisors.com

2 Tower Place, Suite 2000
South San Francisco, CA 94080
Attention: Investor Relations
Telephone: (650) 266-6000
Email: ir@standardbio.com
https://investors.standardbio.com

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	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER		1
PROSPECTUS SUMMARY		15
Overview of the Companies		15
Standard BioTools Inc.		15
SomaLogic, Inc.		15
Martis Merger Sub, Inc.		15
The Merger		15
Reasons for the Merger		16
Standard BioTools’ Reasons for the Merger; Recommendation of the Standard BioTools Board		16
SomaLogic’s Reasons for the Merger; Recommendation of the SomaLogic Board		17
Opinion of Standard BioTools’ Financial Advisor		17
Opinion of SomaLogic’s Financial Advisor		17
Interests of Certain Directors, Officers and Affiliates of Standard BioTools and SomaLogic		18
Interests of Standard BioTools Directors and Executive Officers in the Merger		18
Interests of SomaLogic Directors and Executive Officers in the Merger		19
Board of Directors and Management Following the Merger		19
The Merger Agreement and Agreements Related to the Merger Agreement		20
Voting Agreements		20
Conditions to the Completion of the Merger		21
No Solicitation		21
Termination		22
Termination Fee		23
Regulatory Approvals Required for the Merger		23
Anticipated Accounting Treatment		23
No Appraisal Rights		24
Material U.S. Federal Income Tax Consequences		24
Comparison of Stockholder Rights		24
Risk Factors		24
SELECTED STANDARD BIOTOOLS AND SOMALOGIC UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA		25
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA		27
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION		29
Market Prices		29
Holders		30
RISK FACTORS		31
Risks Related to the Merger		31
Risks Related to the Business of the Combined Company After the Merger		39
Risks Related to the Standard BioTools Capital Structure.		43
Risks Related to SomaLogic’s Business		45
Risks Related to Standard BioTools’ Business		45
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		46

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THE SOMALOGIC SPECIAL MEETING		48
Date, Time, and Place of the SomaLogic Special Meeting		48
Purpose of the SomaLogic Special Meeting		48
Recommendation of the SomaLogic Board		48
Record Date for the SomaLogic Special Meeting and Quorum		48
Record Date		48
Quorum		48
Required Vote		49
SomaLogic Voting Agreement		49
Voting by SomaLogic’s and Standard BioTools’ Directors and Executive Officers		49
Voting of Proxies; Incomplete Proxies		49
Failures to Vote, Broker Non-Votes, and Abstentions		50
Revocability of Proxies and Changes to a SomaLogic Stockholder’s Vote		51
Solicitation of Proxies		51
Adjournments		51
Postponements		52
Attending the SomaLogic Special Meeting		52
Stockholder List		52
Assistance		52
SOMALOGIC PROPOSALS		53
SomaLogic Proposal 1: The SomaLogic Merger Proposal		53
SomaLogic Proposal 2: The SomaLogic Adjournment Proposal		54
THE STANDARD BIOTOOLS SPECIAL MEETING		55
Date, Time, and Place of the Standard BioTools Special Meeting		55
Purpose of the Standard BioTools Special Meeting		55
Recommendation of the Standard BioTools Board		55
Record Date for the Standard BioTools Special Meeting and Quorum		55
Record Date		55
Quorum		55
Required Vote		56
Standard BioTools Voting Agreement		56
Voting by Standard BioTools’ Directors and Executive Officers		57
Voting of Proxies; Incomplete Proxies		57
Failures to Vote, Broker Non-Votes, and Abstentions		57
Revocability of Proxies and Changes to a Standard BioTools Common Stockholder’s Vote		58
Solicitation of Proxies		59
Adjournments		59
Postponements		59
Attending the Standard BioTools Special Meeting		59
Stockholder List		59
Assistance		60
STANDARD BIOTOOLS PROPOSALS		61
Standard BioTools Proposal 1: The Standard BioTools Share Issuance Proposal		61

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Standard BioTools Proposal 2: The Standard BioTools Charter Amendment Proposal		62
Standard BioTools Proposal 3: The Standard BioTools Advisory Compensation Proposal		64
Standard BioTools Proposal 4: The Standard BioTools Equity Incentive Plan Amendment Proposal		65
Standard BioTools Proposal 5: The Standard BioTools Adjournment Proposal		75
THE MERGER		76
General Description of the Merger		76
Consideration to be Received by the SomaLogic Stockholders		76
Background of the Merger		76
Standard BioTools’ Reasons for the Merger; Recommendation of the Standard BioTools Board		93
SomaLogic’s Reasons for the Merger; Recommendation of the SomaLogic Board		97
Opinion of Standard BioTools’ Financial Advisor		101
Summary of Centerview Financial Analysis		103
Summary of Certain Standard BioTools Management Unaudited Prospective Financial Information		109
Opinion of SomaLogic Financial Advisor		113
Summary of PWP’s Analyses		116
Summary of Certain SomaLogic Unaudited Prospective Financial Information		121
Interests of Standard BioTools Directors and Executive Officers in the Merger		123
Interests of SomaLogic Directors and Executive Officers in the Merger		130
Delisting and Deregistration of SomaLogic Common Stock		135
Regulatory Approvals Required for the Merger		135
Anticipated Accounting Treatment		136
No Appraisal Rights		136
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		137
U.S. Federal Income Tax Consequences of the Merger to U.S. Holders of SomaLogic Common Stock		138
THE MERGER AGREEMENT		141
General		141
Merger Consideration		141
Treatment of SomaLogic Stock Options		143
Treatment of SomaLogic RSUs		144
Treatment of SomaLogic ESPP Options		144
Treatment of SomaLogic Warrants		144
Board of Directors and Management Following the Merger		144
Conditions to the Completion of the Merger		145
Representations and Warranties		147
No Solicitation		148
No Change in Recommendation or Alternative Acquisition Agreement		151
Exceptions to No Change in Recommendation and Alternative Acquisition Agreement		151
Meetings of Stockholders		153
Covenants; Conduct of Business Pending the Merger		153
Regulatory Approvals		156

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Indemnification; Directors’ and Officers’ Insurance		157
Other Agreements		158
Termination		159
Termination Fee and Expense Reimbursement		160
Specific Performance		162
Expenses		162
Amendment		162
Governing Law		162
STANDARD BIOTOOLS AND SOMALOGIC UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		163
DESCRIPTION OF CAPITAL STOCK		178
Authorized Capital Shares		178
Common Stock		178
Preferred Stock		178
Registration Rights Agreement		183
Preemptive Rights; Standstill; Transfer Restrictions		184
Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws		184
COMPARISON OF STOCKHOLDER RIGHTS		186
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SOMALOGIC		198
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF STANDARD BIOTOOLS		201
LEGAL MATTERS		205
EXPERTS		205
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		206
WHERE YOU CAN FIND MORE INFORMATION		208
HOUSEHOLDING OF PROXY MATERIALS		209
COMMUNICATIONS FROM STANDARD BIOTOOLS STOCKHOLDERS		210
COMMUNICATIONS FROM SOMALOGIC STOCKHOLDERS		211
Annex A — Agreement and Plan of Merger		A-1
Annex B — Opinion of Centerview Partners LLC		B-1
Annex C — Opinion of Perella Weinberg Partners L.P.		C-1
Annex D — Amendment to the Standard BioTools Inc. Amended and Restated Certificate of Incorporation		D-1
Annex E — Standard BioTools Inc. Amended and Restated 2011 Equity Incentive Plan		E-1

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following are answers to some questions that you, as a stockholder of Standard BioTools Inc., a Delaware corporation (“Standard BioTools”), or a stockholder of SomaLogic, Inc., a Delaware corporation (“SomaLogic”), may have regarding the proposed combination between Standard BioTools and SomaLogic (the “Merger”) and the proposals to be considered at the special meeting of Standard BioTools stockholders (the “Standard BioTools Special Meeting”) and the special meeting of SomaLogic stockholders (the “SomaLogic Special Meeting”). This section does not provide all the information that might be important to you with respect to the proposed combination between Standard BioTools and SomaLogic. Standard BioTools and SomaLogic urge you to carefully read the remainder of this joint proxy statement/prospectus, including the annexes.

Why am I receiving this joint proxy statement/prospectus?

Standard BioTools, SomaLogic and Martis Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Standard BioTools, have entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into SomaLogic, with SomaLogic surviving the Merger as a wholly owned subsidiary of Standard BioTools. A copy of the Merger Agreement is included in this joint proxy statement/prospectus as Annex A.

The Merger cannot be completed unless, among other things, SomaLogic stockholders adopt the Merger Agreement. The approval of the Merger Agreement by Standard BioTools stockholders is not required for the Merger to be completed; however, the Merger cannot be completed unless Standard BioTools stockholders approve, among other matters, the issuance of shares of Standard BioTools’ common stock, par value $0.001 per share (“Standard BioTools Common Stock”) to SomaLogic stockholders in exchange for their shares of SomaLogic’s common stock, par value $0.0001 per share (“SomaLogic Common Stock”) in connection with the Merger and the amendment to the Standard BioTools Charter to increase the number of shares of Standard BioTools Common Stock authorized for issuance thereunder.

Standard BioTools and SomaLogic are using this document as a proxy statement to solicit proxies from Standard BioTools stockholders and SomaLogic stockholders in connection with proposals relating to the Merger at the Standard BioTools Special Meeting and SomaLogic Special Meeting, respectively. Standard BioTools is using this document as a prospectus by which Standard BioTools will offer and issue shares of Standard BioTools Common Stock in connection with the Merger.

This joint proxy statement/prospectus contains important information about the Merger and the proposals being voted on at the Standard BioTools Special Meeting and the SomaLogic Special Meeting. You should read it carefully and in its entirety. The enclosed materials allow Standard BioTools stockholders to have their shares voted by proxy without attending the Standard BioTools Special Meeting, which will be held virtually, and the SomaLogic stockholders to have their shares voted by proxy without attending the SomaLogic Special Meeting, which will be held virtually. Your vote is important. We encourage you to submit your proxy as soon as possible.

What am I being asked to vote on?

At the Standard BioTools Special Meeting, Standard BioTools stockholders will be asked to consider and vote on the following proposals:

To approve the issuance of shares of Standard BioTools Common Stock to stockholders of SomaLogic pursuant to the terms of the Merger Agreement and in accordance with Nasdaq Listing Rule 5635(a) (the “Standard BioTools Share Issuance Proposal”);

To approve an amendment to the Standard BioTools Eighth Amended and Restated Certificate of Incorporation, as amended (the “Standard BioTools Charter”), to increase the total number of shares of Standard BioTools Common Stock authorized for issuance thereunder from 400,000,000 shares to 600,000,000 shares (the “Standard BioTools Charter Amendment Proposal”);

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To approve, on a non-binding, advisory basis, the compensation that may become payable to Standard BioTools’ named executive officers and to SomaLogic’s Chief Executive Officer that is based on or otherwise relates to the Merger (the “Standard BioTools Advisory Compensation Proposal”);

To approve an amendment to the Standard BioTools Amended and Restated 2011 Equity Incentive Plan, as amended (the “A&R 2011 Plan”), to increase the aggregate number of shares of Standard BioTools Common Stock that are available for issuance thereunder by 15,000,000 shares (the “Standard BioTools Equity Incentive Plan Amendment Proposal”); and

To approve the adjournment of the Standard BioTools Special Meeting, from time to time, if necessary or appropriate, to solicit additional proxies in the event that there are insufficient votes at the time of the Standard BioTools Special Meeting or any adjournment or postponement thereof to approve the Standard BioTools Proposals or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Standard BioTools stockholders (the “Standard BioTools Adjournment Proposal,” and, together with the Standard BioTools Share Issuance Proposal, the Standard BioTools Charter Amendment Proposal, the Standard BioTools Advisory Compensation Proposal and the Standard BioTools Equity Incentive Plan Amendment Proposal, the “Standard BioTools Proposals”).

At the SomaLogic Special Meeting, SomaLogic stockholders will be asked to consider and vote on the following proposals:

To approve the adoption of the Merger Agreement, a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus, and thereby approve the Merger and the other transactions contemplated thereby (the “SomaLogic Merger Proposal”); and

To approve adjournments of the SomaLogic Special Meeting from time to time, if necessary or appropriate to solicit additional proxies in favor of the SomaLogic Merger Proposal if there are insufficient votes at the time of such adjournment to approve such proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to SomaLogic stockholders (the “SomaLogic Adjournment Proposal” and together with the SomaLogic Merger Proposal, the “SomaLogic Proposals”).

Why are Standard BioTools and SomaLogic proposing the Merger?

The board of directors of Standard BioTools (the “Standard BioTools Board”) and the board of directors of SomaLogic (the “SomaLogic Board”) each believe that the Merger will provide substantial strategic and financial benefits to their respective companies and stockholders. To review the reasons for the Merger, see “The Merger — Standard BioTools’ Reasons for the Merger; Recommendation of the Standard BioTools Board” and “The Merger — SomaLogic’s Reasons for the Merger; Recommendation of the SomaLogic Board” for more information.

In light of Casdin Capital and Eli Casdin, its founder and Chief Investment Officer, each being a stockholder of Standard BioTools and SomaLogic and Mr. Casdin being a member of the board of directors of each company, Mr. Casdin did not participate in, and recused himself from, the board of directors’ processes at either company with respect this Merger. All references herein to communications, deliberations, approvals and recommendations of the board of directors of each company with respect to the Merger exclude Mr. Casdin, unless otherwise noted in this joint proxy statement/prospectus.

What will SomaLogic stockholders receive in the Merger?

At the effective time of the Merger (the “Effective Time”), each share of SomaLogic Common Stock outstanding at that time (other than certain shares of SomaLogic Common Stock that may be cancelled pursuant to the terms and conditions of the Merger Agreement) will be converted automatically into the right to receive a number of shares of Standard BioTools Common Stock equal to the Exchange Ratio (as defined below), subject to adjustment pursuant to the terms and conditions of the Merger Agreement.

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What is the Exchange Ratio?

Each share of SomaLogic Common Stock issued and outstanding immediately prior to the Merger (other than certain shares of SomaLogic Common Stock that may be cancelled pursuant to the terms and conditions of the Merger Agreement) shall, at the Effective Time, be converted automatically into the right to receive 1.11 shares of Standard BioTools Common Stock (the “Exchange Ratio”). The Exchange Ratio is subject to customary equitable adjustment in the event of any recapitalization, stock split, reverse stock split or similar change.

Are SomaLogic stockholders guaranteed to receive exactly 1.11 shares of Standard BioTools Common Stock for each share of SomaLogic Common Stock exchanged in the Merger?

Yes, subject to equitable adjustments to the Exchange Ratio in the event of a stock split, recapitalization, or similar event involving one of the party’s stock. See “Risk Factors” and “The Merger Agreement — Merger Consideration.”

What equity stake will SomaLogic stockholders hold in Standard BioTools immediately following the Merger?

Upon the closing of the Merger, based upon the number of shares of Standard BioTools Common Stock expected to be issued in the Merger and an unadjusted Exchange Ratio, pre-Merger Standard BioTools stockholders will own approximately 43% of the outstanding equity of the combined company and pre-Merger SomaLogic stockholders will own approximately 57% of the outstanding equity of the combined company on a fully diluted basis.

When and where is the Standard BioTools Special Meeting?

The Standard BioTools Special Meeting will be held on , at unless postponed or adjourned to a later date. The Standard BioTools Special Meeting will be held entirely online at , where you will be able to listen to the meeting live, submit questions and vote online.

When and where is the SomaLogic Special Meeting?

The SomaLogic Special Meeting will be held on , at , local time, unless postponed or adjourned to a later date. The SomaLogic Special Meeting will be held entirely online at , where you will be able to listen to the meeting live, submit questions and vote online.

What do I need to do now?

After you have carefully read this joint proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the Standard BioTools Special Meeting or the SomaLogic Special Meeting, as applicable, even if you plan on attending. If you hold your shares in your name as a stockholder of record, you must complete, sign and mail your proxy card in the enclosed postage-paid return envelope as soon as possible or vote by Internet or phone, following the instructions on your proxy card. If you hold your shares in “street name” through a bank, broker or other nominee, you must direct that organization how to vote in accordance with the instructions you have received from it.

What constitutes a quorum for the Standard BioTools Special Meeting?

A quorum will be present at the Standard BioTools Special Meeting if the holders of a majority of the shares of Standard BioTools capital stock issued and outstanding and entitled to vote as of the close of business on , which is the record date of the Standard BioTools Special Meeting (the “Standard BioTools Record Date”), are present virtually at the Standard BioTools Special Meeting or represented by proxy. As of the close of business on the Standard BioTools Record Date, there were shares of Standard BioTools Common Stock and shares of Standard BioTools’ Series B Preferred Stock (consisting of Standard BioTools’ Series B-1 preferred stock, par value $0.001 per share (the “Series B-1 Preferred Stock”), and Standard BioTools’ Series B-2 preferred stock, par value $0.001 per share (the

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“Series B-2 Preferred Stock,” and together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”)) issued and outstanding and entitled to vote. This means that at least shares of Standard BioTools capital stock must be represented by stockholders present virtually at the Standard BioTools Special Meeting or represented by proxy to have a quorum. Your shares will be counted towards the quorum if you submit a valid proxy or attend the Standard BioTools Special Meeting. Abstentions, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. A failure to instruct your bank, broker or other nominee will result in your shares not being included in the calculation of the number of shares of Standard BioTools capital stock represented at the Standard BioTools Special Meeting for purposes of determining whether a quorum has been achieved. However, your Standard BioTools capital stock will be counted toward determining whether a quorum is present if you instruct your bank, broker or other nominee on how to vote your Standard BioTools capital stock with respect to one or more of the Standard BioTools Proposals.

What constitutes a quorum for the SomaLogic Special Meeting?

A quorum will be present at the SomaLogic Special Meeting if the holders of a majority in voting power of the shares of SomaLogic Common Stock issued and outstanding and entitled to vote at the SomaLogic Special Meeting on (the “SomaLogic Record Date”) are present virtually or represented by proxy. As of the close of business on the SomaLogic Record Date, there were shares of SomaLogic Common Stock issued and outstanding and entitled to vote. This means that at least shares of SomaLogic Common Stock must be represented virtually or by proxy at the SomaLogic Special Meeting to have a quorum. Your shares will be counted towards the quorum if you submit a valid proxy or attend the SomaLogic Special Meeting. Abstentions, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. A failure to instruct your bank, broker or other nominee will result in your shares not being included in the calculation of the number of shares of SomaLogic Common Stock represented at the SomaLogic Special Meeting for purposes of determining whether a quorum has been achieved. However, your shares of SomaLogic Common Stock will be counted toward determining whether a quorum is present if you instruct your bank, broker, or other nominee on how to vote your shares with respect to one or more of the SomaLogic Proposals.

What is the vote required to approve each proposal?

Approval of the Standard BioTools Proposals (other than the Standard BioTools Charter Amendment Proposal) requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the Standard BioTools Special Meeting and entitled to vote on the Standard BioTools Proposals. Assuming a quorum is present, if you mark “ABSTAIN” on your proxy card or when voting by Internet or phone with respect to the Standard BioTools Proposals (other than the Standard BioTools Charter Amendment Proposal), it will have the same effect as a vote “AGAINST” the proposal. Approval of the Standard BioTools Charter Amendment Proposal requires the affirmative vote of the majority of the votes cast on such proposal at the Standard BioTools Special Meeting. Assuming a quorum is present, if you mark “ABSTAIN” on your proxy card or when voting by Internet or phone with respect to the Standard BioTools Charter Amendment Proposal, it will have no effect on the outcome of the vote for the proposal. If you fail to submit a proxy or fail to vote at the Standard BioTools Special Meeting it will have no effect on the outcome of the vote for the Standard BioTools Proposals. If you hold your shares of Standard BioTools capital stock in “street name” through a bank, broker or other nominee and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee will not be permitted to vote your shares on any of the Standard BioTools Proposals, which will have no effect on the outcome of the vote for the Standard BioTools Proposals.

Approval of the SomaLogic Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of SomaLogic Common Stock entitled to vote thereon. Assuming a quorum is present, if you mark “ABSTAIN” on your proxy card or when voting by Internet or phone, fail to submit a proxy or fail to vote at the SomaLogic Special Meeting with respect to the SomaLogic Merger

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Proposal, it will have the same effect as a vote “AGAINST” the proposal. Approval of the SomaLogic Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast on such proposal at the SomaLogic Special Meeting. Assuming a quorum is present, if you mark “ABSTAIN” on your proxy card or when voting by Internet or phone, fail to submit a proxy, or fail to vote at the SomaLogic Special Meeting with respect to the SomaLogic Adjournment Proposal, it will have no effect on the outcome of the vote for the proposal. If you hold your shares of SomaLogic Common Stock in “street name” through a bank, broker or other nominee, failure to instruct your bank, broker or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal but will have no effect on the outcome of the vote for the SomaLogic Adjournment Proposal.

How does the Standard BioTools Board recommend that I vote at the Standard BioTools Special Meeting?

The Standard BioTools Board recommends that Standard BioTools stockholders vote “FOR” the Standard BioTools Share Issuance Proposal, “FOR” the Standard BioTools Charter Amendment Proposal, “FOR” the Standard BioTools Advisory Compensation Proposal, “FOR” the Standard BioTools Equity Incentive Plan Amendment Proposal and “FOR” the Standard BioTools Adjournment Proposal.

How does the SomaLogic Board recommend that I vote at the SomaLogic Special Meeting?

The SomaLogic Board recommends that SomaLogic’s stockholders vote “FOR” the SomaLogic Merger Proposal and “FOR” the SomaLogic Adjournment Proposal.

As a Standard BioTools stockholder, why is my vote important?

The Merger cannot be completed unless Standard BioTools stockholders approve the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal. Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you and cast your vote as soon as possible. Any abstention will have the same effect as a vote “AGAINST” the Standard BioTools Proposals (but will have no effect on the outcome of the vote for the Standard BioTools Charter Amendment Proposal). If you hold your shares of Standard BioTools capital stock in “street name” through a bank, broker or other nominee, failure to instruct your bank, broker or other nominee on how to vote your shares will have no effect on the outcome of the vote for the Standard BioTools Proposals.

As a SomaLogic stockholder, why is my vote important?

The Merger will not be completed unless SomaLogic stockholders vote to approve the SomaLogic Merger Proposal. Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you and cast your vote as soon as possible. Any abstention or failure to properly cast an affirmative vote of your shares of SomaLogic Common Stock for the SomaLogic Merger Proposal will have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal. If you hold your shares of SomaLogic Common Stock in “street name” through a bank, broker or other nominee, failure to instruct your bank, broker or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal.

Who can vote at the Standard BioTools Special Meeting?

Holders of outstanding shares of Standard BioTools Common Stock and holders of outstanding shares of Series B Preferred Stock as of the close of business on the Standard BioTools Record Date are eligible to vote at the Standard BioTools Special Meeting.

Who can vote at the SomaLogic Special Meeting?

Holders of outstanding shares of SomaLogic Common Stock on the SomaLogic Record Date are eligible to vote at the SomaLogic Special Meeting.

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Am I a Standard BioTools stockholder of record or a beneficial owner? Why does this matter?

If, on the Standard BioTools Record Date, your shares were registered directly in your name with Standard BioTools’ transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record with respect to those shares.

If, on the Standard BioTools Record Date, your shares were held in an account at a broker, bank or other similar organization as your nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Standard BioTools Special Meeting.

The form in which you own your shares affects how you vote your shares and how you can change your vote.

Am I a SomaLogic stockholder of record or a beneficial owner? Why does this matter?

If, on the SomaLogic Record Date, your shares were registered directly in your name with SomaLogic’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record with respect to those shares.

If, on the SomaLogic Record Date, your shares were held in an account at a broker, bank or other similar organization as your nominee, referred to as being held in “street name,” then you are the beneficial owner of such shares, and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the SomaLogic Special Meeting. The form in which you own your shares affects how you vote your shares and how you can change your vote.

How do I attend the Standard BioTools Special Meeting or SomaLogic Special Meeting and how can I vote my shares?

Standard BioTools and SomaLogic are conducting virtual special meetings so their stockholders can participate from any geographic location with Internet connectivity. Standard BioTools and SomaLogic have designed the format of the virtual online special meetings to provide stockholders the same ability to participate that they would have at an in-person meeting.

To attend the Standard BioTools Special Meeting, you must go to the meeting website at and enter the 16-digit control number found on your proxy card or voting instruction form sent to you by your bank, broker or other nominee. Once admitted, during the Standard BioTools Special Meeting, you may vote, submit questions and view the list of stockholders entitled to vote at the Standard BioTools Special Meeting by following the instructions available on the meeting website.

Access to the meeting platform will begin at on . If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the meeting website login page at . Technical support will be available beginning at on and will remain available until the meeting has ended.

To attend the SomaLogic Special Meeting, you must go to the meeting website at and enter the 16-digit control number found on your proxy card or voting instruction form sent to you by your bank, broker or other nominee. Once admitted, during the SomaLogic Special Meeting, you may vote, submit questions and view the list of stockholders entitled to vote at the SomaLogic Special Meeting by following the instructions available on the meeting website.

Rules for the conduct of the Standard BioTools Special Meeting and SomaLogic Special Meeting will be available on the applicable meeting website. To obtain a copy of the rules of conduct for the Standard

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BioTools Special Meeting in advance of the Standard BioTools Special Meeting, please submit an email to ir@standardbio.com. To obtain a copy of the rules of conduct for the SomaLogic Special Meeting in advance of the SomaLogic Special Meeting, please submit an email to investors@somalogic.com.

Regardless of whether you plan to participate in the Standard BioTools Special Meeting or SomaLogic Special Meeting, it is important that your shares be represented and voted at the Standard BioTools Special Meeting or SomaLogic Special Meeting, respectively. Accordingly, Standard BioTools and SomaLogic encourage you to vote in advance of the Standard BioTools Special Meeting and SomaLogic Special Meeting.

How can I vote my shares of Standard BioTools?

For each proposal, you may vote “FOR” or “AGAINST” each proposal, or “ABSTAIN” from voting on such proposal.

If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank or brokerage firm, you may vote in one of four ways:

You may vote over the Internet. If you have Internet access, you may vote your shares at by following the instructions on that site or on the “Vote by Internet” instructions on the enclosed proxy card.

You may vote by telephone. You may vote your shares by calling and following the instructions provided or following the “Vote by Phone” instructions on the enclosed proxy card.

You may vote by mail. You may vote by completing and signing the proxy card enclosed with this joint proxy statement/prospectus and promptly mailing it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed envelope if you mail it from the United States. The shares you own will be voted according to your completed proxy card. If you sign and return the proxy card, but do not give any instructions on a particular matter described in this joint proxy statement/prospectus, the Standard BioTools shares you own will be voted in accordance with the recommendations of the Standard BioTools Board.

You may vote online during the Standard BioTools Special Meeting. To attend the meeting virtually, you must go to the meeting website at . Once admitted, during the Standard BioTools Special Meeting, you may vote by following the instructions available on the meeting website.

The deadline for receipt of a completed proxy card returned by mail at the address stated on the proxy card for the Standard BioTools Special Meeting is on . The deadline for voting via the Internet or by telephone is on .

If you are a beneficial owner, you may vote your shares by directing the broker, bank or other similar organization that holds your shares as your nominee on how to vote the shares in your account. Please refer to the voting instructions provided by your broker, bank or other nominee. Many organizations allow beneficial owners to give voting instructions via telephone or the Internet, as well as in writing. If you are a beneficial owner and would like to vote your shares at the Standard BioTools Special Meeting, please contact your broker, bank or other nominee for instructions and documents that may be required in order to do so.

How can I vote my shares of SomaLogic Common Stock?

If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank or brokerage firm, you may vote in one of four ways:

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You may vote by telephone. You may vote your shares by calling and following the instructions provided or following the “Vote by Phone” instructions on the enclosed proxy card.

You may vote by mail. You may vote by completing and signing the proxy card enclosed with this joint proxy statement/prospectus and promptly mailing it in the enclosed postage-prepaid envelope. You do not need to put a stamp on the enclosed envelope if you mail it from the United States. The shares you own will be voted according to your completed proxy card. If you sign and return the proxy card, but do not give any instructions on a particular matter described in this joint proxy statement/prospectus, the shares of SomaLogic Common Stock you own will be voted in accordance with the recommendations of the SomaLogic Board.

You may vote online during the SomaLogic Special Meeting. To attend the meeting virtually, you must go to the meeting website at . Once admitted, during the SomaLogic Special Meeting, you may vote by following the instructions available on the meeting website.

The deadline for receipt of a completed proxy card returned by mail at the address stated on the proxy card for the SomaLogic Special Meeting is on . The deadline for voting via the Internet or by telephone is on .

If you are a beneficial owner, you may vote your shares by directing the broker, bank or other similar organization that holds your shares as your nominee on how to vote the shares in your account. Please refer to the voting instructions provided by your broker, bank or other nominee. Many organizations allow beneficial owners to give voting instructions via telephone or the Internet, as well as in writing. If you are a beneficial owner and would like to vote your shares at the SomaLogic Special Meeting, please contact your broker, bank or other nominee for instructions and documents that may be required in order to do so.

Q: What if I return a Standard BioTools proxy card but do not make specific choices?

You will only receive a proxy card if you are the record holder of your shares of Standard BioTools Common Stock or Series B Preferred Stock. If you return a signed proxy card without marking any voting selections, your shares will be voted “FOR” the Standard BioTools Share Issuance Proposal, “FOR” the Standard BioTools Charter Amendment Proposal, “FOR” the Standard BioTools Advisory Compensation Proposal “FOR” the Standard BioTools Equity Incentive Plan Amendment Proposal, and “FOR” the Standard BioTools Adjournment Proposal in accordance with the recommendation of the Standard BioTools Board. If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Q: What if I return a SomaLogic proxy card but do not make specific choices?

You will only receive a proxy card if you are the record holder of your shares of SomaLogic Common Stock. If you return a signed proxy card without marking any voting selections, your shares will be voted “FOR” each of the SomaLogic Merger Proposal and the SomaLogic Adjournment Proposal in accordance with the recommendation of the SomaLogic Board. If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

If my shares of Standard BioTools or SomaLogic are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

No. If the shares you own are held in the name of a bank, broker or other nominee, also known as “street name,” such bank, broker or other nominee, as the record holder of your shares, is required to vote your shares according to your instructions. In order to vote your shares held in “street name,” you will need to follow the directions your bank, broker or other nominee provides you. Many banks, brokers or nominees also offer the option of voting over the Internet or by telephone, instructions for which would be provided by your bank, broker or nominee on your voting instruction form.

Under applicable stock exchange rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with

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respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “discretionary.” Your bank, broker or other nominee will not be allowed to vote your shares with respect to certain “non-discretionary” items. A “broker non-vote” occurs when shares held by a bank, broker or other nominee in “street name” for a beneficial owner are voted on at least one proposal but not voted with respect to a particular proposal because that organization (i) has not received voting instructions from the beneficial owner for that proposal and (ii) lacks discretionary voting power to vote those shares for that proposal.

The SomaLogic Merger Proposal and the SomaLogic Adjournment Proposal are each expected to be treated as non-discretionary items. Accordingly, SomaLogic does not expect there to be broker non-votes at the SomaLogic Special Meeting. However, if there are any broker non-votes, assuming a quorum is present they will have the effect of a vote “AGAINST” the SomaLogic Merger Proposal and no effect on the outcome of the vote for the SomaLogic Adjournment Proposal. If you hold your shares of SomaLogic Common Stock in “street name” through a bank, broker or other nominee, failure to instruct your bank, broker, or other nominee on how to vote your shares will have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal but will have no effect on the outcome of the vote for the SomaLogic Adjournment Proposal.

The Standard BioTools Share Issuance Proposal, the Standard BioTools Charter Amendment Proposal, the Standard BioTools Advisory Compensation Proposal, the Standard BioTools Equity Incentive Plan Amendment Proposal and the Standard BioTools Adjournment Proposal are each expected to be treated as non-discretionary items. Therefore, your bank, broker or other nominee cannot vote your shares of Standard BioTools without your specific voting instructions. Because the only proposals for consideration at the Standard BioTools Special Meeting are non-routine proposals, it is not expected that there will be any broker non-votes at the Standard BioTools Special Meeting. However, if there are any broker non-votes, assuming a quorum is present they will have no effect on the outcome of the vote for the Standard BioTools Proposals. If you hold your shares of Standard BioTools capital stock in “street name” through a bank, broker or other nominee and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee will not be permitted to vote your shares on any of the Standard BioTools Proposals, which will have no effect on the outcome of the vote for the Standard BioTools Proposals.

If you are a beneficial owner and would like to vote your shares at the Standard BioTools Special Meeting or SomaLogic Special Meeting, please contact your broker, bank or other nominee for instructions and documents that may be required in order to do so.

Can I change my vote?

Yes. If you are a record holder of shares of Standard BioTools Common Stock or Series B Preferred Stock, you can revoke your proxy and change your vote at any time before the final vote at the Standard BioTools Special Meeting. To do so you must do one of the following:

You may return by mail another properly completed proxy card with a later date, which must be received at the address stated on the proxy card no later than on ;

You may submit another properly completed proxy with a later date via the Internet or by telephone before the closing of those voting facilities at on ;

You may participate in the virtual online Standard BioTools Special Meeting and vote at the meeting. Simply participating in the virtual online meeting will not, by itself, revoke your proxy; or

Standard BioTools stockholders may send a written notice that they are revoking their proxy to Standard BioTools’ Corporate Secretary at Standard BioTools Inc., 2 Tower Place, Suite 2000, South San Francisco, California 94080.

A revocation or later-dated proxy received by Standard BioTools after the vote will not affect the vote.

If you are a record holder of shares of SomaLogic Common Stock, you can revoke your proxy and change your vote at any time before the final vote at the SomaLogic Special Meeting. To do so you must do one of the following:

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You may return by mail another properly completed proxy card with a later date, which must be received at the address stated on the proxy card no later than on ;

You may submit another properly completed proxy with a later date via the Internet or by telephone before the closing of those voting facilities at on ;

You may participate in the virtual online SomaLogic Special Meeting and vote at the meeting. Simply participating in the virtual online meeting will not, by itself, revoke your proxy; or

SomaLogic stockholders may send a written notice that they are revoking their proxy to SomaLogic’s Corporate Secretary at 2945 Wilderness Place, Boulder, Colorado 80301.

A revocation or later-dated proxy received by SomaLogic after the vote will not affect the vote.

Finally, if you are a beneficial holder (and hold your shares in “street name” through a bank, broker or other nominee), you should contact that organization to revoke your proxy or change your vote in accordance with its instructions.

Q: What happens if I fail to submit a proxy or I abstain from voting?

If you are a Standard BioTools stockholder and you fail to submit a proxy or fail to instruct your bank, broker or other nominee to vote, assuming a quorum is present at the Standard BioTools Special Meeting, it will have no effect on the outcome of the vote for the Standard BioTools Proposals. An abstention occurs when a Standard BioTools stockholder returns a proxy with an “ABSTAIN” instruction or virtually attends the Standard BioTools Special Meeting and abstains from voting. Assuming a quorum is present, abstentions also (i) will have the same effect as a vote “AGAINST” the Standard BioTools Proposals (other than the Standard BioTools Charter Amendment Proposal) and (ii) will have no effect on the outcome of the vote for the Standard BioTools Charter Amendment Proposal.

If you are a SomaLogic stockholder and you fail to submit a proxy or fail to instruct your bank, broker or other nominee to vote, assuming a quorum is present at the SomaLogic Special Meeting, (i) it will have the effect of a vote “AGAINST” the SomaLogic Merger Proposal, and (ii) it will have no effect on the outcome of the vote for the SomaLogic Adjournment Proposal. An abstention occurs when a SomaLogic stockholder returns a proxy with an “ABSTAIN” instruction or virtually attends the SomaLogic Special Meeting and abstains from voting. Assuming a quorum is present, abstentions also will have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal and will have no effect on the outcome of the vote for the SomaLogic Adjournment Proposal.

Will SomaLogic equity awards be affected by the Merger?

At the Effective Time, each outstanding option to purchase shares of SomaLogic Common Stock (each, a “SomaLogic Stock Option”), whether vested or unvested, will be assumed at the Effective Time by Standard BioTools. The number of shares of Standard BioTools Common Stock underlying each such assumed SomaLogic Stock Option will be equal to the product of (i) the number of shares of SomaLogic Common Stock underlying the applicable SomaLogic Stock Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, with the resulting number of shares of Standard BioTools Common Stock rounded down to next the nearest whole share, and the exercise price per share of each such assumed SomaLogic Stock Option will be equal to (a) the per share exercise price applicable to such SomaLogic Stock Option immediately prior to the Effective Time divided by (b) the Exchange Ratio, with the resulting exercise price per share rounded up to the next nearest whole cent. Except as noted above, each assumed and converted SomaLogic Stock Option will continue to be governed by substantially the same terms and conditions as were applicable to such SomaLogic Stock Option immediately prior to the Effective Time.

At the Effective Time, each outstanding SomaLogic restricted stock unit (each, a “SomaLogic RSU”), without any action on the part of the holder thereof, will be assumed by Standard BioTools. The number of shares of Standard BioTools Common Stock underlying each such assumed SomaLogic RSU will be equal to the product of (i) the number of shares of SomaLogic Common Stock underlying the applicable SomaLogic RSU immediately prior to the Effective Time multiplied by (ii) the Exchange

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Ratio, with the resulting number of shares of Standard BioTools Common Stock rounded to the next nearest share of Standard BioTools Common Stock. Except as noted above, each assumed and converted SomaLogic RSU will continue to be governed by substantially the same terms and conditions as were applicable to such SomaLogic RSU immediately prior to the Effective Time.

What will happen to the SomaLogic 2021 Employee Stock Purchase Plan, as amended?

Prior to the Effective Time, the SomaLogic Board will take action to terminate the purchase periods and offering periods then in effect under the terms of the SomaLogic 2021 Employee Stock Purchase Plan, as amended (the “SomaLogic ESPP”), to exercise all outstanding options under the SomaLogic ESPP to the extent of accumulated payroll deductions as of a date specified by the SomaLogic Board and to terminate the SomaLogic ESPP effective immediately prior to the Effective Time. No options under the SomaLogic ESPP will be outstanding from and after the Effective Time.

Will SomaLogic warrants be affected by the Merger?

At the Effective Time, each outstanding warrant to purchase shares of SomaLogic Common Stock (each, a “SomaLogic Warrant”) will be treated in accordance with its terms at and after the Effective Time. SomaLogic will provide notices required to be provided to the holders of SomaLogic Warrants and take all other actions that may be required in accordance with the terms of such SomaLogic Warrants.

Who will solicit and pay the cost of soliciting proxies?

Standard BioTools has engaged Alliance Advisors, LLC (“Alliance Advisors”) to assist in the solicitation of proxies for the Standard BioTools Special Meeting and to provide stockholder surveillance, related advice and informational support. Standard BioTools estimates that it will pay Alliance Advisors a fee of approximately $25,000, plus reimbursement of reasonable expenses. Standard BioTools has agreed to indemnify Alliance Advisors against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

SomaLogic has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the SomaLogic Special Meeting and to provide related advice and informational support, for a services fee of $20,000 plus the reimbursement of customary disbursements. SomaLogic has agreed to indemnify Morrow Sodali LLC against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Standard BioTools and SomaLogic also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of shares of Standard BioTools and SomaLogic, respectively. Standard BioTools’ directors, officers and employees and SomaLogic’s directors, officers and employees also may solicit proxies, by telephone, by mail, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

What are the material U.S. federal income tax consequences of the Merger to SomaLogic stockholders?

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The completion of the Merger is, however, not conditioned on the Merger qualifying as a “reorganization” within the meaning of Section 368(a) of the Code or upon the receipt of an opinion of counsel to that effect. No assurance can be given that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Neither SomaLogic nor Standard BioTools has sought or intends to seek a ruling from the Internal Revenue Service (the “IRS”). If the IRS were to successfully challenge the qualification of the Merger as a “reorganization,” the tax consequences would differ materially from those described in this joint proxy statement/prospectus as discussed below under “Material U.S. Federal Income Tax Consequences.”

Assuming the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, subject to the limitations and qualifications described below under “Material U.S. Federal Income Tax Consequences,” a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences”) will generally (i) not recognize any gain or loss upon the exchange of SomaLogic

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Common Stock for Standard BioTools Common Stock in the Merger (other than with respect to cash received in lieu of a fractional share of SomaLogic Common Stock), (ii) have a tax basis in the Standard BioTools Common Stock received in the Merger (including any fractional share of SomaLogic Common Stock for which cash is received) equal to the tax basis of the SomaLogic Common Stock surrendered in exchange therefor, and (iii) have a holding period for the Standard BioTools Common Stock received in the Merger (including any fractional share of SomaLogic Common Stock for which cash is received) that includes its holding period for its SomaLogic Common Stock surrendered in exchange therefor.

For further information, see “Material U.S. Federal Income Tax Consequences.”

If I am not in favor of the Merger, what are my rights?

Neither Standard BioTools stockholders nor SomaLogic stockholders are entitled to appraisal rights under the Delaware General Corporation Law (the “DGCL”). If they are not in favor of the Merger, Standard BioTools stockholders may vote against the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal, and SomaLogic stockholders may vote against the SomaLogic Merger Proposal. For more information, see the section entitled “No Appraisal Rights” beginning on page 136 of this joint proxy statement/prospectus. Information about how Standard BioTools stockholders may vote on the proposals being considered in connection with the Merger can be found under the section entitled “The Standard BioTools Special Meeting” beginning on page 55 of this joint proxy statement/prospectus. Information about how SomaLogic stockholders may vote on the proposals being considered in connection with the Merger can be found under the section entitled “The SomaLogic Special Meeting” beginning on page 48 of this joint proxy statement/prospectus.

Should I send in my SomaLogic stock certificates now?

No. Please do not send in your SomaLogic stock certificates with your proxy. After the completion of the Merger, the exchange agent for the Merger, Computershare Trust Company, N.A. (the “Exchange Agent”), will send you instructions for exchanging SomaLogic stock certificates for the Merger consideration.

Q: Whom may I contact if I cannot locate my SomaLogic stock certificate(s)?

If you are unable to locate your original SomaLogic stock certificate(s), you should contact SomaLogic’s transfer agent, Continental Stock Transfer & Trust Company, at cstemail@continentalstock.com.

What should I do if I hold my shares of SomaLogic Common Stock in book-entry form directly with SomaLogic’s transfer agent, as opposed to a physical stock certificate?

You are not required to take any special additional actions if your shares of SomaLogic Common Stock are not represented by a certificate and are instead held in book-entry form with SomaLogic’s transfer agent. After the completion of the Merger, the Exchange Agent will contact you to provide you with details regarding the Merger consideration, including shares of Standard BioTools in book-entry form and any cash to be paid instead of fractional shares in the Merger.

What should I do if I receive more than one set of voting materials?

Standard BioTools stockholders or SomaLogic stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards. For example, if you hold shares of Standard BioTools Common Stock, Series B Preferred Stock or SomaLogic Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Standard BioTools Common Stock, Series B Preferred Stock or SomaLogic Common Stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction form that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote

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every share of Standard BioTools Common Stock, Series B Preferred Stock or SomaLogic Common Stock, as appropriate, that you own.

When do you expect to complete the Merger?

Standard BioTools and SomaLogic expect to complete the Merger in early 2024, subject to any potential regulatory review or approval. However, neither Standard BioTools nor SomaLogic can assure you of when or if the Merger will be completed. SomaLogic must obtain the approval of SomaLogic’s stockholders for the SomaLogic Merger Proposal and Standard BioTools must obtain the approval of Standard BioTools’ stockholders for the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal, and certain closing conditions must be satisfied or waived (to the extent permitted by applicable law). If the Merger is not satisfied prior to the outside date of May 1, 2024, either party may elect to terminate the Merger Agreement, subject to certain caveats or extension of the outside date in accordance with the Merger Agreement. See “The Merger Agreement — Conditions to the Completion of the Merger” for more information regarding conditions to the completion of the Merger.

What happens if the Merger is not completed?

If the Merger is not completed, SomaLogic stockholders will not receive any consideration for their shares of SomaLogic Common Stock in connection with the Merger. Instead, Standard BioTools and SomaLogic will remain independent, public companies and, assuming that Standard BioTools and SomaLogic are able to comply with the required listing standards, Standard BioTools Common Stock will continue to be traded on The Nasdaq Global Select Market and SomaLogic Common Stock will continue to be traded on The Nasdaq Capital Market. In addition, if the Merger Agreement is terminated in certain circumstances, Standard BioTools and SomaLogic may be required to pay a termination fee or expense reimbursement. See “The Merger Agreement — Termination” for a complete discussion of the circumstances under which a termination fee or expense reimbursement will be required to be paid.

Where can I find the voting results of the Standard BioTools Special Meeting and the SomaLogic Special Meeting?

The preliminary voting results will be announced at the Standard BioTools Special Meeting and SomaLogic Special Meeting, respectively. In addition, within four business days following the Standard BioTools Special Meeting and SomaLogic Special Meeting, Standard BioTools and SomaLogic will each disclose the preliminary or, if available, final voting results of the Standard BioTools Special Meeting and SomaLogic Special Meeting on a Current Report on Form 8-K filed with the SEC. If preliminary voting results are disclosed, Standard BioTools and SomaLogic will each file an amended Current Report on Form 8-K with the SEC to disclose final voting results within four business days following certification of the final voting results.

Is the completion of the Merger subject to a financing condition?

No. The completion of the Merger is not subject to any financing condition.

How will I know when the other conditions to completion of the Merger have been satisfied or waived?

As of the date of this joint proxy statement/prospectus, the parties have not satisfied the closing conditions to the Merger. If the closing conditions are satisfied or waived (to the extent permitted by applicable law), Standard BioTools and SomaLogic will each announce the closing of the Merger via the filing of a Current Report on Form 8-K with the SEC. There is also a possibility that the closing conditions to the Merger will not be satisfied or waived (to the extent applicable by law) prior to the outside date of May 1, 2024, after which date either party may elect to terminate the Merger Agreement, subject to certain caveats or extension of the outside date in accordance with the Merger Agreement. As a result, it is possible that factors outside the control of both companies could result in the Merger being completed at a different time or not at all.

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SomaLogic stockholders will not know the value of the Standard BioTools Common Stock to be received as merger consideration until after the date of the Standard BioTools Special Meeting and the SomaLogic Special Meeting. See “Risk Factors.”

Are there any risks that I should consider in deciding whether to vote for the adoption of the SomaLogic Proposals or the Standard BioTools Proposals?

Yes. You should read and carefully consider the risk factors set forth in the “Risk Factors” section.

Who can answer any questions I may have about the Merger or the transactions contemplated by the Merger Agreement?

If you have any questions about the Merger or the transactions contemplated by the Merger Agreement, or if you need additional copies of this joint proxy statement/prospectus, you should contact:

For Standard BioTools stockholders:
Alliance Advisors, LLC
200 Broadacres Drive, 3rd Floor
Bloomfield, NJ 07003
Toll-Free: (800) 574-5969
Email: LAB@AllianceAdvisors.com

For SomaLogic stockholders:
Morrow Sodali LLC
430 Park Avenue, 14th Floor
New York, NY 10022
Toll-Free: (800) 662-5200
Email: SLGC@info.morrowsodali.com

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PROSPECTUS SUMMARY

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Merger and the proposals being considered at the Standard BioTools Special Meeting and the SomaLogic Special Meeting, you should read this entire proxy statement/prospectus carefully, including the Merger Agreement and the other annexes to which you are referred in this joint proxy statement/prospectus. For more information, please see the section entitled “Where You Can Find More Information” beginning on page 208 of this joint proxy statement/prospectus.

Overview of the Companies

Standard BioTools Inc.

2 Tower Place, Suite 2000
South San Francisco, California 94080
Telephone: (650) 266-6000

Standard BioTools is driven by a bold purpose — unleashing tools to accelerate breakthroughs in human health. Standard BioTools has an established portfolio of essential, standardized next-generation high resolution technologies that assist biomedical researchers to develop medicines faster and better. Standard BioTools’ tools are designed to provide reliable and repeatable insights in health and disease using its proprietary mass cytometry and microfluidics technologies, which are useful in proteomics and genomics that help transform scientific discoveries into better patient outcomes. Standard BioTools works with leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide, focusing on the most pressing needs in translational and clinical research, including oncology, immunology, and immunotherapy. Standard BioTools Common Stock is listed on The Nasdaq Global Select Market under the symbol “LAB.”

SomaLogic, Inc.

2945 Wilderness Place
Boulder, Colorado 80301
Telephone: (303) 625-9000

SomaLogic is catalyzing drug research and development and biomarker identification as a global leader in proteomics technology. With a single 55 microliter plasma or serum sample, SomaLogic can run 11,000 protein measurements, covering more than a third of the approximately 20,000 proteins in the human body and twice as many as other proteomic platforms. For more than 20 years SomaLogic has supported pharmaceutical companies, and academic and contract research organizations who rely on SomaLogic’s protein detection and analysis technologies to fuel drug, disease, and treatment discoveries in such areas as oncology, diabetes, and cardiovascular, liver and metabolic diseases. SomaLogic Common Stock and SomaLogic Warrants are listed on The Nasdaq Capital Market under the symbols “SLGC” and “SLGCW,” respectively.

Martis Merger Sub, Inc.

2 Tower Place, Suite 2000
South San Francisco, California 94080
Telephone: (650) 266-6000

Merger Sub is a direct, wholly owned subsidiary of Standard BioTools. Merger Sub was incorporated in the State of Delaware on September 29, 2023, solely for the purpose of carrying out the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger.

The Merger (see page 76)

On October 4, 2023, Standard BioTools, SomaLogic and Merger Sub entered into the Merger Agreement. The Merger Agreement provides, among other things, that on the terms and subject to the

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conditions set forth therein: (i) Merger Sub will merge with and into SomaLogic, with SomaLogic surviving as a wholly owned subsidiary of Standard BioTools (the “Merger” and, collectively with the other transactions contemplated by the Merger Agreement, the “Contemplated Transactions”), (ii) each share of SomaLogic Common Stock issued and outstanding immediately prior to the Merger (other than certain shares of SomaLogic Common Stock that may be cancelled pursuant to the terms and conditions of the Merger Agreement) shall be automatically converted into the right to receive 1.11 shares of Standard BioTools Common Stock, subject to customary equitable adjustment in the event of any recapitalization, stock split, reverse stock split or similar change, (iii) each outstanding SomaLogic Stock Option, whether vested or unvested and without any action on the part of the holder thereof, will be assumed by Standard BioTools at the Effective Time and become exercisable for shares of Standard BioTools Common Stock, (iv) each SomaLogic RSU, without any action on the part of the holder thereof, will be assumed by Standard BioTools at the Effective Time and (v) each SomaLogic Warrant will be treated in accordance with its terms at and after the Effective Time. Upon completion of the Merger, the Standard BioTools stockholders will own approximately 43% of the combined company’s outstanding common stock and the SomaLogic stockholders will own approximately 57% of the combined company’s outstanding common stock on a fully diluted basis, subject to the terms of the Merger Agreement. The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code.

For a more complete description of the Merger and the Exchange Ratio, please see the section entitled “The Merger Agreement” in this joint proxy statement/prospectus.

The Merger will be completed as promptly as practicable, but in no event later than three business days following the day on which the last to be satisfied or waived (to the extent permitted by applicable law) of each of the conditions to consummation of the Merger set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the consummation of the Merger (the “Closing”), but subject to the satisfaction or waiver (to the extent permitted by applicable law) of those conditions) are satisfied or waived (to the extent permitted by applicable law), including the adoption of the Merger Agreement by the SomaLogic stockholders and the approval by the Standard BioTools stockholders of the issuance of Standard BioTools Common Stock in the Merger and the amendment to the Standard BioTools Charter to increase the number of shares of Standard BioTools Common Stock authorized for issuance thereunder. The Merger is anticipated to close promptly after the Standard BioTools Special Meeting and SomaLogic Special Meeting scheduled to be held on , 2023. However, Standard BioTools and SomaLogic cannot predict the exact timing of the completion of the Merger because it is subject to the satisfaction or waiver (to the extent permitted by applicable law) of various conditions.

Reasons for the Merger (see pages 93 and 97)

Standard BioTools’ Reasons for the Merger; Recommendation of the Standard BioTools Board

After consideration and consultation with its senior management and its financial and legal advisors, the Standard BioTools Board determined that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable, fair to and in the best interests of Standard BioTools and its stockholders.

The Standard BioTools Board unanimously recommends by vote of all participating directors that Standard BioTools stockholders vote “FOR” the Standard BioTools Share Issuance Proposal, “FOR” the Standard BioTools Charter Amendment Proposal, “FOR” the Standard BioTools Advisory Compensation Proposal, “FOR” the Standard BioTools Equity Incentive Plan Amendment Proposal and “FOR” the Standard BioTools Adjournment Proposal.

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For the factors considered by the Standard BioTools Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger and the Standard BioTools Share Issuance Proposal and Standard BioTools Charter Amendment Proposal, and to make the foregoing recommendations, see “The Merger — Standard BioTools’ Reasons for the Merger; Recommendation of the Standard BioTools Board” beginning on page 93 of this joint proxy statement/prospectus.

SomaLogic’s Reasons for the Merger; Recommendation of the SomaLogic Board

After consideration and consultation with its senior management and its financial and legal advisors, the SomaLogic Board determined that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable, fair to and in the best interests of SomaLogic and its stockholders.

The SomaLogic Board unanimously recommends by vote of all participating directors that the SomaLogic stockholders vote “FOR” the SomaLogic Merger Proposal and “FOR” the SomaLogic Adjournment Proposal.

For the factors considered by the SomaLogic Board in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, and to make the foregoing recommendations, see “The Merger — SomaLogic’s Reasons for the Merger; Recommendation of the SomaLogic Board” beginning on page 97 of this joint proxy statement/ prospectus.

Opinion of Standard BioTools’ Financial Advisor (see page 101)

Standard BioTools retained Centerview Partners LLC (“Centerview”) as financial advisor to the Standard BioTools Board in connection with the proposed Merger and the other transactions contemplated by the Merger Agreement, which are collectively referred to as the “Transaction” throughout this section and the summary of Centerview’s opinion below under the caption “The Merger — Opinion of Standard BioTools’ Financial Advisor.” In connection with this engagement, the Standard BioTools Board requested that Centerview evaluate the fairness to Standard BioTools and provide an opinion, from a financial point of view, of the Exchange Ratio provided for pursuant to the Merger Agreement. On October 4, 2023, Centerview rendered to the Standard BioTools Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated October 4, 2023, that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, the Exchange Ratio provided for pursuant to the Merger Agreement was fair, from a financial point of view, to Standard BioTools.

The full text of Centerview’s written opinion, dated October 4, 2023, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. Centerview’s financial advisory services and opinion were provided for the information and assistance of the Standard BioTools Board (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Transaction and Centerview’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to Standard BioTools of the Exchange Ratio provided for pursuant to the Merger Agreement. Centerview’s opinion did not address any other term or aspect of the Merger Agreement and/or the Transaction and does not constitute a recommendation to any stockholder of Standard BioTools or SomaLogic, or any other person, as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter.

The full text of Centerview’s written opinion should be read carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion.

Opinion of SomaLogic’s Financial Advisor (see page 113)

On October 4, 2023, at a meeting of the SomaLogic Board held to evaluate the Merger, Perella Weinberg Partners LP (“PWP”) delivered an oral opinion to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by PWP, as set forth in the written opinion delivered subsequently and

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based upon other matters as PWP considered relevant, the Merger consideration to be received by the holders of outstanding shares of SomaLogic Common Stock (other than Standard BioTools, Casdin Capital, LLC and each of their respective affiliates) (collectively, the “Unaffiliated Stockholders”) in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to the Unaffiliated Stockholders. PWP delivered its written opinion on October 4, 2023 to the SomaLogic Board.

PWP’s opinion was directed to the SomaLogic Board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the Unaffiliated Stockholders of the Merger consideration to be received by the Unaffiliated Stockholders in the Merger pursuant to the Merger Agreement and did not address any other term, aspect or implication (financial or otherwise) of the Merger. The summary of PWP’s opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this joint proxy statement/prospectus and sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken and other matters considered by PWP in preparing its opinion. However, neither PWP’s written opinion nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus are intended to be, and they do not constitute, advice or a recommendation to any SomaLogic stockholder as to how such holder should vote or act on any matter relating to the Merger.

For additional information, see the section entitled “The Merger — Opinion of SomaLogic’s Financial Advisor” beginning on page 113 and the full text of the written opinion of PWP attached as Annex C of this joint proxy statement/prospectus.

Interests of Certain Directors, Officers and Affiliates of Standard BioTools and SomaLogic (see page 123)

Interests of Standard BioTools Directors and Executive Officers in the Merger

In considering the recommendation of the Standard BioTools Board with respect to issuing shares of Standard BioTools Common Stock pursuant to the Merger Agreement and the other matters to be acted upon by Standard BioTools stockholders at the Standard BioTools Special Meeting, Standard BioTools stockholders should be aware that certain members of the Standard BioTools Board and executive officers of Standard BioTools have interests in the Merger that may be different from, or in addition to, interests they have as Standard BioTools stockholders.

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Michael Egholm, Ph.D., Fenel M. Eloi, Frank Witney, Ph.D. and Eli Casdin, members of the Standard BioTools Board, will continue as directors after the Merger, and following the closing of the Merger, Mr. Eloi, Dr. Witney and Mr. Casdin will be eligible to be compensated as directors of Standard BioTools pursuant to Standard BioTools’ outside director compensation policy that is expected to remain in place following the Merger. In addition, certain of Standard BioTools’ and SomaLogic’s current executive leadership teams are expected to continue to serve in roles in the combined company after the consummation of the Merger.

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Mr. Casdin serves on each of the Standard BioTools Board and the SomaLogic Board, and he holds Standard BioTools Common Stock, stock options exercisable for shares of Standard BioTools Common Stock (each, a “Standard BioTools Stock Option”), restricted stock units with respect to shares of Standard BioTools Common Stock (each, a “Standard BioTools RSU”), SomaLogic Common Stock and SomaLogic Stock Options. Mr. Casdin serves as managing member of Casdin Capital, LLC. Casdin Capital, LLC and entities affiliated therewith hold shares of Standard BioTools Common Stock, all of the issued and outstanding Series B-1 Preferred Stock and shares of SomaLogic Common Stock.

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Certain members of the Standard BioTools Board will not continue as directors after the Merger. It is anticipated that, effective upon the Effective Time, all outstanding equity awards issued by Standard BioTools and held by such directors will become fully vested and that the period during which such directors may exercise such equity awards (as applicable) will be extended to the date that is twelve months following the Effective Time.

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Following a termination without cause (as defined in the Standard BioTools Severance Plan) or a resignation for good reason (as defined in the Standard BioTools Severance Plan), during the period beginning three months before a change of control and ending 12 months after a change of control,

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certain executive officers of Standard BioTools would be entitled to certain severance benefits, which include, among other things, a lump sum payment of cash severance and bonus for each executive officer and immediate vesting any outstanding and unvested equity awards of the executive.

These interests and others are discussed in more detail in the section entitled “The Merger — Interests of Standard BioTools Directors and Executive Officers in the Merger” beginning on page 123 of this joint proxy statement/prospectus. The Standard BioTools Board members were aware of and considered these interests, among other matters, in reaching their decisions to adopt the Merger Agreement, to approve the transactions contemplated by the Merger Agreement and to recommend the approval of the Standard BioTools Share Issuance Proposal to Standard BioTools stockholders.

Interests of SomaLogic Directors and Executive Officers in the Merger

In considering the recommendation of the SomaLogic Board with respect to the SomaLogic Proposals, SomaLogic stockholders should be aware that certain members of the SomaLogic Board and certain executive officers of SomaLogic may have interests in the Merger that are different from, or are in addition to, interests of SomaLogic stockholders generally. These interests include, but are not limited to:

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expected service as members of the board of directors of the combined company following consummation of the Merger and expected continued service of certain members of SomaLogic’s current executive leadership team in the combined company;

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Mr. Casdin serves on each of the SomaLogic Board and the Standard BioTools Board; Mr. Casdin holds SomaLogic Common Stock, SomaLogic Stock Options, Standard BioTools Common Stock, Standard BioTools Stock Options and Standard BioTools RSUs; and Mr. Casdin serves as managing member of Casdin Capital, LLC, which, together with its affiliates, holds shares of SomaLogic Common Stock, shares of Standard BioTools Common Stock and all of the issued and outstanding Series B-1 Preferred Stock;

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accelerated vesting of equity awards;

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additional cash awards and equity grants under new employment agreements with Standard BioTools;

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entitlement to severance benefits (including accelerated vesting of equity awards) under preexisting severance arrangements; and

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continued indemnification in favor of the current and former directors and officers of SomaLogic, as well as certain obligations related to maintenance of directors’ and officers’ liability insurance.

These interests and others are discussed in more detail in the section entitled “The Merger — Interests of SomaLogic Directors and Executive Officers in the Merger” beginning on page 130 of this joint proxy statement/prospectus. The SomaLogic Board members were aware of and considered these interests, among other matters, in reaching their decisions to adopt the Merger Agreement, to approve the transactions contemplated by the Merger Agreement and to recommend the adoption of the Merger Agreement to SomaLogic’s stockholders.

Board of Directors and Management Following the Merger (see page 144)

Effective as of the Closing, the combined company’s executive officers are expected to be:

Name			Title
Michael Egholm, Ph.D.			President and Chief Executive Officer
Jeffrey Black			Chief Financial Officer
Hanjoon Alex Kim			Chief Operating Officer

In addition, after consummation of the Merger, Adam Taich, currently the interim Chief Executive Officer of SomaLogic, is expected to serve as Chief Strategy Officer and Shane Bowen, currently the Chief Research and Development Officer of SomaLogic, is expected to serve as Chief Technology Officer.

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Following the Closing, the board of directors of the combined company is expected to be composed of seven members, consisting of Michael Egholm, Ph.D. (currently the Chief Executive Officer, President and a director of Standard BioTools), Fenel M. Eloi (currently a director of Standard BioTools), Frank Witney, Ph.D. (currently a director of Standard BioTools), Tom Carey (currently a director of SomaLogic), who is expected to chair the combined company’s board of directors, Troy Cox (currently a director of SomaLogic), Kathy Hibbs (currently a director of SomaLogic) and Eli Casdin (currently a director of Standard BioTools and SomaLogic).

The Merger Agreement and Agreements Related to the Merger Agreement (see page 141)

The terms and conditions of the Merger Agreement are contained in the Merger Agreement, which is attached to this joint proxy statement/prospectus as Annex A and is incorporated by reference herein in its entirety. Standard BioTools and SomaLogic encourage you to read the Merger Agreement carefully, as it is the legal document that governs the business combination. For more information on the Merger Agreement, see the section entitled “The Merger Agreement” beginning on page 141 of this joint proxy statement/prospectus.

Prior to the Effective Time, Standard BioTools and SomaLogic will (i) designate the class of each member of the Standard BioTools Board as of immediately following the Effective Time (other than the designees selected by the holders of the Series B Preferred Stock, which are excluded from the classified board provisions of the Standard BioTools Charter), except that there will be only one designee of Standard BioTools and one designee of SomaLogic in each class, and (ii) mutually agree on the composition of the committees of the Standard BioTools Board as of immediately following the Effective Time.

Voting Agreements

Simultaneously with the execution of the Merger Agreement, Standard BioTools, Merger Sub and SomaLogic entered into a voting agreement with Viking Global Opportunities Illiquid Investments Sub-Master LP and Viking Global Opportunities Drawdown (Aggregator) LP (together, “Viking”) pursuant to which Viking has agreed, among other things, to vote the shares of Standard BioTools Common Stock and Series B-2 Preferred Stock that it owns as of the Standard BioTools Record Date in favor of the Standard BioTools Share Issuance Proposal, the Standard BioTools Charter Amendment Proposal and the Standard BioTools Equity Incentive Plan Amendment Proposal and, if necessary, the Standard BioTools Adjournment Proposal and against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Merger.

Viking is the beneficial owner of approximately % of the outstanding shares of Standard BioTools Common Stock and % of the outstanding shares of Series B-2 Preferred Stock as of the Standard BioTools Record Date.

Simultaneously with the execution of the Merger Agreement, Standard BioTools, Merger Sub and SomaLogic entered into a voting agreement with each of the directors and officers of Standard BioTools (excluding Eli Casdin), pursuant to which such directors and officers have agreed, among other things, to vote the shares of Standard BioTools Common Stock owned by them as of the Standard BioTools Record Date in favor of the Standard BioTools Share Issuance Proposal, the Standard BioTools Charter Amendment Proposal and the Standard BioTools Equity Incentive Plan Amendment Proposal and, if necessary, the Standard BioTools Adjournment Proposal and against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Merger.

Such directors and officers (excluding Eli Casdin and his affiliates) own beneficially and of record approximately % of the outstanding shares of Standard BioTools Common Stock as of the Standard BioTools Record Date.

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Merger Proposal and against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Merger and, if necessary, in favor of the SomaLogic Adjournment Proposal.

Such directors and officers (excluding Eli Casdin and his affiliates) own beneficially and of record approximately % of the outstanding shares of SomaLogic Common Stock as of the SomaLogic Record Date for the SomaLogic Special Meeting.

Conditions to the Completion of the Merger (see page 145)

Under the Merger Agreement, the Closing is subject to, and will take place following the satisfaction or waiver (to the extent permitted by applicable law) by Standard BioTools or SomaLogic, as applicable, of certain customary closing conditions, including, without limitation: (i) SomaLogic must obtain the approval of its stockholders of the Merger Agreement and the Contemplated Transactions; (ii) Standard BioTools must obtain approval of its stockholders of the issuance of shares of Standard BioTools Common Stock in connection with the Merger and the amendment to its certificate of incorporation to increase the number of authorized shares thereunder; (iii) the absence of any law, judgment, preliminary, temporary or permanent, or other legal restraint or binding order or determination by an governmental entity that is in effect and restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger; (iv) the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, which is being filed by Standard BioTools with the SEC to register the shares of Standard BioTools Common Stock to be issued to the holders of shares of SomaLogic Common Stock in connection with the Merger, must become effective and not subject to any stop order or proceeding seeking a stop order; (v) the existing shares of Standard BioTools Common Stock must be continually listed on The Nasdaq Stock Market (“Nasdaq”), and the shares of Standard BioTools Common Stock issuable pursuant to the Merger Agreement must be approved for listing on Nasdaq; (vi) the accuracy of Standard BioTools’ and SomaLogic’s representations and warranties, subject to specified materiality qualifications; (vii) the performance, in all material respects, by each of SomaLogic and Standard BioTools of such party’s respective obligations pursuant to the Merger Agreement; (viii) the waiting period (and any extension thereof) applicable to the Merger or any other transactions contemplated by the Merger Agreement under applicable antitrust laws must have expired or been terminated; (ix) the absence of a continuing “material adverse effect”, as such term is defined in the Merger Agreement, on the business, financial condition or results of operations of, respectively, (a) SomaLogic and its subsidiaries, taken as a whole or (b) Standard BioTools and its subsidiaries, taken as a whole; (x) Standard BioTools must effect the amendment to its certificate of incorporation to increase the number of authorized shares thereunder; and (xi) delivery of customary closing documents, including a customary officer certificate from each of Standard BioTools and SomaLogic, in each case, on terms further described in the Merger Agreement.

No Solicitation (see page 148)

Each of Standard BioTools and SomaLogic agreed that, subject to limited exceptions, Standard BioTools and SomaLogic will not, and will cause their subsidiaries and their subsidiaries’ directors, officers and employees not to, and shall cause their respective investment bankers, attorneys, accountants and other advisors, agents and representatives of SomaLogic and Standard BioTools, not to, directly or indirectly:

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solicit, initiate, induce, knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal (as defined in the Merger Agreement) or Parent Acquisition Proposal (as defined in the Merger Agreement);

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participate in any discussions or negotiations or cooperate in any way with any person regarding any Company Acquisition Proposal or Parent Acquisition Proposal or any inquiry, proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal or Parent Acquisition Proposal;

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provide any non-public information or data concerning Standard BioTools, SomaLogic or any of their subsidiaries to any person in connection with, or for the purpose of soliciting, initiating, inducing, encouraging or facilitating any Company Acquisition Proposal or Parent Acquisition Proposal or

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any inquiry, proposal or offer that could reasonably be expected to lead to a Company Acquisition Proposal or Parent Acquisition Proposal;

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enter into any binding or nonbinding letter of intent, term sheet, memorandum of understanding, merger agreement, acquisition agreement, agreement in principle, option agreement, joint venture agreement, partnership agreement, lease agreement or other similar agreement with respect to, or that could reasonably be expected to lead to, a Company Acquisition Proposal or Parent Acquisition Proposal (other than an Acceptable Company Confidentiality Agreement (as defined in the Merger Agreement) entered into in accordance with the applicable provisions of the Merger Agreement;

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adopt, approve, declare advisable or recommend or make any public statement approving or recommending any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal or Parent Acquisition Proposal (including by approving any transaction, or approving any person becoming an “interested stockholder,” for purposes of Section 203 of the DGCL);

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take any action or exempt any person (other than the other party and its subsidiaries) from the restriction on “business combinations” or any similar provision contained in applicable takeover laws or its organizational or other governing documents; or

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resolve, publicly propose or agree to do any of the foregoing actions.

Termination (see page 159)

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including without limitation:

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by mutual written consent of Standard BioTools and SomaLogic;

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by either Standard BioTools or SomaLogic, if (i) (a) the Merger has not been consummated by 11:59 p.m. (Eastern Time) on May 1, 2024 (the “Termination Date”), as such date may be extended in accordance with the Merger Agreement, (ii) the Merger Agreement has not been adopted by the requisite vote of the holders of SomaLogic Common Stock at the SomaLogic Special Meeting (the “SomaLogic Stockholder Approval”), (iii) the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal have not been approved by the requisite vote of the holders of Standard BioTools capital stock at the Standard BioTools Special Meeting (the “Standard BioTools Stockholder Approval”), or (iv) if any applicable law, judgment or other legal restraint or binding order or determination by any governmental entity restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger and such restraint shall have become final and non-appealable, in each of (i), (ii) and (iii) where the terminating party’s material breach of the Merger Agreement is not the cause of, or has resulted in, the failure of such condition and where the terminating party’s complied with its obligations with respect to regulatory matters under the Merger Agreement;

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by SomaLogic if: (i) a “Parent Change of Recommendation” (as such term is defined in the Merger Agreement) has occurred, the Standard BioTools Board fails to publicly reaffirm its recommendation within 10 business days after SomaLogic so requests in writing, the Standard BioTools Board fails to publicly recommend against any tender offer or exchange offer subject to Regulation 14D under the Exchange Act that constitutes one of Standard BioTools’ stockholder proposals within 10 business day of the commencement of such offer or Standard BioTools intentionally and materially breaches its no solicitation or negotiation and notice obligations as set forth in Section 5.3 of the Merger Agreement; (ii) SomaLogic, prior to obtaining the SomaLogic Stockholder Approval, in order to accept a “Company Superior Proposal” (as defined in the Merger Agreement), and substantially concurrently with such termination, enters into a “Company Specified Agreement” (as defined in the Merger Agreement), provided that SomaLogic has materially complied with the no solicitation or negotiation and notice requirements of Section 5.2 of the Merger Agreement related to such Company Superior Proposal and pays the termination fee; or (iii) Standard BioTools has materially breached or failed to perform any of its representations, warranties, covenants or agreements under the Merger Agreement, such that the Standard BioTools’ conditions to the closing of the Merger in the Merger Agreement would not be satisfied;

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by Standard BioTools if: (i) a “Company Change of Recommendation” (as such term is defined in the Merger Agreement) has occurred, the SomaLogic Board fails to publicly reaffirm its recommendation within 10 business days after Standard BioTools so requests in writing, the SomaLogic Board fails to publicly recommend against any tender offer or exchange offer subject to Regulation 14D under the Exchange Act that constitutes one of SomaLogic’s stockholder proposals within 10 business day of the commencement of such offer or SomaLogic intentionally and materially breaches its no solicitation or negotiation and notice obligations as set forth in Section 5.2 of the Merger Agreement; (ii) Standard BioTools, prior to obtaining the Standard BioTools Stockholder Approval, in order to accept a “Parent Superior Proposal” (as defined in the Merger Agreement), and substantially concurrently with such termination, enters into a “Parent Specified Agreement” (as defined in the Merger Agreement), provided that Standard BioTools has materially complied with the no solicitation or negotiation and notice requirements of Section 5.3 of the Merger Agreement and pays the termination fee or (iii) SomaLogic has materially breached or failed to perform any of its representations, warranties, covenants or agreements under the Merger Agreement, such that the SomaLogic’s conditions to the closing of the Merger in the Merger Agreement would not be satisfied.

Termination Fee (see page 160)

The Merger Agreement provides that a termination fee in the amount of $19,123,214, in the case of Standard BioTools, and in the amount of $17,176,173, in the case of SomaLogic, will be payable if the Merger Agreement is terminated under certain circumstances by Standard BioTools or SomaLogic, as applicable. It also provides that, under other circumstances, each party will reimburse the other party for all reasonable out of pocket fees and expenses incurred by such party in connection with the Merger Agreement and the Contemplated Transactions, up to a maximum of $2,000,000, if the Merger Agreement is terminated by Standard BioTools or SomaLogic, as applicable, under certain circumstances.

Regulatory Approvals Required for the Merger (see page 135)

To consummate the Merger, SomaLogic and Standard BioTools must obtain approvals or consents from, or make filings with, the Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “DOJ”). Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the Merger cannot be consummated until, among other things, notifications have been given and certain information has been provided to the FTC and the Antitrust Division of the DOJ and all applicable waiting periods (and any extensions thereof) have expired or been terminated.

SomaLogic and Standard BioTools have made various filings and submissions for the above-referenced approvals and consents.

The HSR approval condition is discussed under “The Merger — Regulatory Approvals Required for the Merger” beginning on page 135 of this joint proxy statement/prospectus.

Anticipated Accounting Treatment (see page 136)

The Merger is expected to be accounted for as an acquisition of a business pursuant to Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Based on the facts and considerations of the criteria in ASC 805, Standard BioTools is expected to be the accounting acquirer and will record assets acquired and liabilities assumed from SomaLogic at their respective fair values at the date of completion of the Merger. If the fair value of the consideration transferred exceeds the fair value of the assets acquired and liabilities assumed, the excess will be recorded as goodwill. Alternatively, if the fair value of the assets acquired and liabilities assumed exceeds the fair value of consideration transferred, the transaction would result in a bargain purchase gain. Standard BioTools is considered to be the accounting acquirer based on the structure and rationale of the Merger, value of consideration issued by Standard BioTools, and the anticipated members of the board of directors and senior management of the combined company.

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No Appraisal Rights (see page 136)

Neither Standard BioTools stockholders nor SomaLogic stockholders are entitled to appraisal rights under the DGCL.

Material U.S. Federal Income Tax Consequences (see page 137)

Please review the information set forth in the section entitled “Material U.S. Federal Income Tax Consequences” for a more complete description of the material U.S. federal income tax consequences of the Merger. Please consult your tax advisors as to the specific tax consequences to you of the Merger.

Comparison of Stockholder Rights (see page 186)

As a result of the Merger, the holders of SomaLogic Common Stock will become holders of Standard BioTools Common Stock, and their rights will be governed by the DGCL, the Standard BioTools Charter and the Standard BioTools Amended and Restated Bylaws (the “Standard BioTools Bylaws”), rather than the SomaLogic Amended and Restated Certificate of Incorporation, as amended (the “SomaLogic Charter”) and the SomaLogic Amended and Restated Bylaws (the “SomaLogic Bylaws”). Following the Merger, former SomaLogic stockholders will have different rights as Standard BioTools stockholders than they had as SomaLogic stockholders. For additional information on stockholder rights, see “Comparison of Stockholder Rights” beginning on page 186 of this joint proxy statement/prospectus.

Risk Factors (see page 31)

In deciding how to vote your shares of SomaLogic Common Stock or shares of Standard BioTools capital stock, you should read carefully this entire joint proxy statement/prospectus, including the documents incorporated by reference herein and the annexes and exhibits hereto, and in particular, you should read the “Risk Factors” section beginning on page 31 of this joint proxy statement/prospectus. See also “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” beginning on pages 206 and 208, respectively, of this joint proxy statement/prospectus.

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SELECTED STANDARD BIOTOOLS AND SOMALOGIC UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL DATA

The following selected unaudited pro forma condensed combined financial data (the “selected pro forma data”) give effect to the Merger. The selected unaudited pro forma combined statements of operations and comprehensive loss for the year ended December 31, 2022 and the nine months ended September 30, 2023 give effect to the Merger under the acquisition method of accounting, as if the Merger had occurred on January 1, 2022. The selected unaudited pro forma combined balance sheet as of September 30, 2023 gives effect to the Merger under the acquisition method of accounting, as if the Merger had occurred on September 30, 2023, assuming each outstanding share of SomaLogic Common Stock, SomaLogic RSUs and SomaLogic Stock Options had become Standard BioTools Common Stock, Standard BioTools RSUs or Standard BioTools Stock Options, respectively, based on the Exchange Ratio.

The historical consolidated financial information has been adjusted in the selected pro forma data to give effect to pro forma events that are (i) directly attributable to the Merger, (ii) factually supportable and (iii) with respect to the statements of operations and comprehensive loss, expected to have a continuing impact on Standard BioTools’ results after the Merger.

The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma combined financial information of Standard BioTools following the Merger appearing elsewhere in this joint proxy statement/prospectus and the accompanying notes to the unaudited pro forma combined financial information. See “Standard BioTools and SomaLogic Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 163 of this joint proxy statement/prospectus. In addition, the selected pro forma data were based on, and should be read in conjunction with, the following historical consolidated financial statements and accompanying notes, which are incorporated by reference into this joint proxy statement/prospectus:

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separate historical consolidated financial statements of Standard BioTools as of, and for the year ended and nine months ended, December 31, 2022 and September 30, 2023, respectively, and the related notes included in Standard BioTools’ Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 and Standard BioTools’ Annual Report on Form 10-K for the year ended December 31, 2022; and

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separate historical consolidated financial statements of SomaLogic as of, and for the year ended and nine months ended, December 31, 2022 and September 30, 2023, respectively, and the related notes included in SomaLogic’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 and SomaLogic’s Annual Report on Form 10-K for the year ended December 31, 2022.

The selected pro forma data have been prepared by Standard BioTools using the acquisition method of accounting in accordance with the Financial Accounting Standards Board and ASC 805 and uses the fair value concepts defined in ASC Topic 820, Fair Value Measurement (“ASC 820”). Standard BioTools has been treated as the acquirer in the Merger for accounting purposes. Acquisition accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Fair value measurements recorded in acquisition accounting are dependent upon certain valuation studies of SomaLogic’s assets and liabilities and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments reflect the assets and liabilities of SomaLogic at their preliminary estimated fair values which use assumptions that Standard BioTools believes are reasonable based on information that is currently available to it. Differences between these preliminary estimates and the final acquisition accounting will occur, and those differences could have a material impact on the selected pro forma data. The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information prepared in accordance with the rules and regulations of the SEC.

The selected pro forma data have been presented for informational purposes only. The selected pro forma data do not purport to represent the actual results of operations that Standard BioTools and SomaLogic would have achieved had the companies been combined during the periods presented in the selected financial data and is not intended to project the future results of operations that Standard BioTools may achieve after the Merger is consummated.

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The selected pro forma data do not reflect any cost savings that may be realized as a result of the Merger and also do not reflect any restructuring or integration-related costs to achieve those potential cost savings.

Amounts below are presented in thousands, except per share amounts.

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of September 30, 2023

(in millions)	As of September 30, 2023
Pro Forma Combined Balance Sheet Data:
Total Assets		$	890,029
Total Liabilities			241,221
Total Mezzanine Equity			311,253
Total Stockholders’ Equity		$	337,555

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Nine Months Ended September 30, 2023 and the Year Ended December 31, 2022

(in millions, except per share data)	Nine Months Ended September 30, 2023			Year Ended December 31, 2022
Pro Forma Combined Statement of Operations Data:
Total Revenue		$	141,047		$	195,614
Operating Loss			(145,966)			(282,608)
Net Loss			(129,289)			(293,987)
Net Loss Per Share, Basic			(0.45)			(1.02)
Net Loss Per Share, Diluted		$	(0.45)		$	(1.02)

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following table sets forth selected historical and unaudited pro forma combined per share information for Standard BioTools and SomaLogic.

Historical Per Share Information of Standard BioTools and SomaLogic. The historical per share information of each of Standard BioTools and SomaLogic below is derived from the audited consolidated financial statements of each of Standard BioTools and SomaLogic as of, and for the year ended, December 31, 2022 and the unaudited condensed consolidated financial statements of each of Standard BioTools and SomaLogic as of, and for the nine months ended, September 30, 2023.

Unaudited Pro Forma Combined per Share Data of Standard BioTools. The unaudited pro forma combined per share data of Standard BioTools set forth below gives effect to the Merger under the acquisition method of accounting, as if the Merger had been effective on January 1, 2022, the first day of Standard BioTools’ fiscal year ended December 31, 2022, in the case of net loss per share.

The unaudited pro forma combined per share data of Standard BioTools is derived from the audited consolidated financial statements of each of Standard BioTools and SomaLogic as of, and for the year ended, December 31, 2022, and the unaudited condensed consolidated financial statements of each of Standard BioTools and SomaLogic as of, and for the nine months ended, September 30, 2023.

The acquisition method of accounting is based on Financial Accounting Standards Board and ASC 805 and uses the fair value concepts defined in ASC 820. Acquisition accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Fair value measurements recorded in acquisition accounting are dependent upon certain valuation studies of SomaLogic’s assets and liabilities and other studies that have yet to progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments reflect the assets and liabilities of SomaLogic at their preliminary estimated fair values. Differences between these preliminary estimates and the final values in acquisition accounting will occur and these differences could have a material impact on the unaudited pro forma combined per share information set forth in the following table.

The unaudited pro forma combined per share data of Standard BioTools does not purport to represent the actual results of operations that Standard BioTools would have achieved had the companies been combined during these periods or to project the future results of operations that Standard BioTools may achieve after consummation of the Merger.

Generally. You should read the below information in conjunction with the historical consolidated financial statements of Standard BioTools and SomaLogic and related notes that have been filed with the SEC, certain of which are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 208 of this joint proxy statement/prospectus. The unaudited pro forma combined per share data of Standard BioTools is derived from, and should be read in conjunction with, the Standard BioTools and SomaLogic unaudited pro forma condensed combined financial statements and related notes included in this joint proxy statement/prospectus. See “Standard BioTools and SomaLogic Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 163 of this joint proxy statement/prospectus.

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	SomaLogic, Inc.						Standard BioTools Inc.
	Historical			Pro Forma Equivalent(1)			Historical			Pro Forma Combined
Net loss per share attributable to common stockholders
Basic
Nine Months Ended September 30, 2023		$	(0.43)		$	(0.50)		$	(0.69)		$	(0.45)
Year Ended December 31, 2022			(0.59)			(1.13)			(2.43)			(1.02)
Diluted
Nine Months Ended September 30, 2023			(0.43)			(0.50)			(0.69)			(0.45)
Year Ended December 31, 2022			(0.59)			(1.13)			(2.43)			(1.02)
Book Value Per Share
September 30, 2023		$	2.70		$	2.50		$	2.27		$	2.25

(1)

Calculated by multiplying the unaudited pro forma combined per share amounts by the Exchange Ratio of 1.11.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

The principal trading market of Standard BioTools Common Stock is The Nasdaq Global Select Market and the principal trading market of SomaLogic Common Stock is The Nasdaq Capital Market. The following table sets forth, for the calendar periods indicated, the high and low sales prices per share of Standard BioTools Common Stock and per share of SomaLogic Common Stock as reported by The Nasdaq Global Select Market and The Nasdaq Capital Market, respectively. Standard BioTools Common Stock is traded under the symbol “LAB,” and SomaLogic Common Stock is traded under the symbol “SLGC.”

	Standard BioTools Common Stock						SomaLogic Common Stock
	High			Low			High			Low
2021:
First Quarter		$	7.50		$	4.57		$	—		$	—
Second Quarter(1)		$	6.61		$	4.03		$	14.39		$	10.23
Third Quarter		$	7.51		$	5.40		$	13.98		$	9.83
Fourth Quarter		$	6.65		$	3.59		$	14.72		$	10.06
2022:
First Quarter		$	4.19		$	2.67		$	11.89		$	7.02
Second Quarter		$	4.23		$	1.57		$	8.49		$	4.20
Third Quarter		$	2.07		$	0.92		$	5.60		$	2.85
Fourth Quarter		$	1.57		$	0.92		$	3.55		$	2.02
2023:
First Quarter		$	2.38		$	1.16		$	3.79		$	1.98
Second Quarter		$	2.65		$	1.46		$	3.55		$	2.01
Third Quarter		$	3.16		$	1.88		$	2.54		$	1.93
Fourth Quarter (through October 15, 2023)		$	2.97		$	1.58		$	2.47		$	1.73

(1)

Beginning on August 23, 2021 with respect to SomaLogic Common Stock.

The following table sets forth the closing sale prices per share of Standard BioTools Common Stock and per share of SomaLogic Common Stock as reported on The Nasdaq Global Select Market and The Nasdaq Capital Market, respectively, as of October 3, 2023, the last trading day before the public announcement of the Merger Agreement, and as of , the latest practicable date before the filing of this joint proxy statement/prospectus. The table also shows the implied value of the merger consideration payable per share of SomaLogic Common Stock pursuant to the Merger Agreement on each of the dates, which has been determined by multiplying the closing price of a share of Standard BioTools Common Stock on each of the dates by the Exchange Ratio of 1.11.

	Standard BioTools Common Stock			SomaLogic Common Stock			Implied Value of Merger Consideration
October 3, 2023		$	2.70		$	2.30		$	3.00
		$			$			$

The market prices of Standard BioTools Common Stock and SomaLogic Common Stock have fluctuated since the date of the announcement of the Merger Agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the Standard BioTools Special Meeting and the SomaLogic Special Meeting and the date the Merger is consummated and thereafter. No assurance can be given concerning the market prices of Standard BioTools Common Stock or SomaLogic Common

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Stock before consummation of the Merger or the market price of Standard BioTools Common Stock after consummation of the Merger.

Holders

As of 5:00 p.m. U.S. Eastern Time on the Standard BioTools Record Date, shares of Standard BioTools Common Stock, held by holders of record, and shares of Series B Preferred Stock, held by holders of record, were outstanding and entitled to vote at the Standard BioTools Special Meeting. As of 5:00 p.m. U.S. Eastern Time on the SomaLogic Record Date, shares of SomaLogic Common Stock, held by holders of record, were outstanding and entitled to vote at the SomaLogic Special Meeting.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements” of this joint proxy statement/prospectus, Standard BioTools stockholders should carefully consider the following risks in deciding whether to vote for the approval of the Standard BioTools Proposals, and SomaLogic stockholders should carefully consider the following risks in deciding whether to vote for the approval of the SomaLogic Proposals. Descriptions of some of these risks can be found in the Annual Report for Standard BioTools on Form 10-K for the year ended December 31, 2022, the Quarterly Report for Standard BioTools on Form 10-Q for the quarter ended September 30, 2023, the Annual Report for SomaLogic on Form 10-K for the year ended December 31, 2022 and the Quarterly Reports for SomaLogic on Form 10-Q for the quarters ended June 30, 2023 and September 30, 2023, and any amendments thereto, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and other filings with the SEC from time to time, which are incorporated by reference into this joint proxy statement/prospectus. You should read carefully this entire joint proxy statement/prospectus and its annexes and exhibits and the other documents incorporated by reference into this joint proxy statement/prospectus. See also “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” beginning on pages 206 and 208, respectively, of this joint proxy statement/prospectus.

Risks Related to the Merger

Fluctuations in the market price of Standard BioTools Common Stock will affect the value of the Merger consideration.

In connection with the closing of the Merger, each share of SomaLogic Common Stock issued and outstanding immediately prior to the Effective Time will become the right to receive 1.11 shares of Standard BioTools Common Stock based on the Exchange Ratio (plus cash in lieu of fractional shares). The Exchange Ratio will not be adjusted in the event of any change in the market price of Standard BioTools Common Stock or SomaLogic Common Stock and as a result, prior to the Effective Time, SomaLogic stockholders and Standard BioTools stockholders cannot be sure of the value of the Standard BioTools Common Stock to be issued in connection with the Merger. Based on the closing price per share of Standard BioTools Common Stock on The Nasdaq Global Select Market on , the latest practicable date before the filing of this joint proxy statement/prospectus, the 1.11 shares of Standard BioTools Common Stock that each share of SomaLogic Common Stock will convert into at the Effective Time would have a value of approximately $ .

The exact dollar value of the Standard BioTools Common Stock that the Standard BioTools stockholders and the SomaLogic stockholders will hold upon consummation of the Merger will not be known at the time of the Standard BioTools Special Meeting or the SomaLogic Special Meeting and may be greater than, the same as or less than the current market price of the Standard BioTools Common Stock at the time of the Standard BioTools Special Meeting or the SomaLogic Special Meeting. The market price of Standard BioTools Common Stock is subject to general price fluctuations in the market for publicly traded equity securities and has experienced volatility in the past and may vary significantly from the dates of the Standard BioTools Special Meeting and the SomaLogic Special Meeting. As a result of these fluctuations, the value of the Merger consideration will also vary. For example, based on the range of closing prices of Standard BioTools Common Stock during the period from October 3, 2023, the last trading day before public announcement of the Merger, through , the latest practicable trading date before the filing of this joint proxy statement/prospectus, the Exchange Ratio represented a value ranging from a low of $ to a high of $ for each share of SomaLogic Common Stock.

Stock price changes may result from a variety of factors, including general market, industry and economic conditions, changes in the respective businesses, operations and prospects of SomaLogic and Standard BioTools, regulatory considerations, results of the SomaLogic Special Meeting and the Standard BioTools Special Meeting, announcements with respect to the Merger or any of the foregoing, and other factors beyond the control of SomaLogic or Standard BioTools. You should obtain current market price quotations for SomaLogic Common Stock and for Standard BioTools Common Stock, but as indicated above, the prices at the time the Merger is consummated may be greater than, the same as or less than such price quotations.

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The Merger may not be consummated unless important conditions are satisfied or waived and there can be no assurance that the Merger will be consummated.

The Merger Agreement contains a number of conditions that must be satisfied or waived (to the extent permitted by applicable law) to consummate the Merger. Those conditions include, among others:

•

approval of the SomaLogic Merger Proposal by the SomaLogic stockholders;

•

approval of the Standard BioTools Share Issuance Proposal and Standard BioTools Charter Amendment Proposal by the Standard BioTools stockholders;

•

approval for listing on The Nasdaq Global Select Market of the Standard BioTools Common Stock to be issued to SomaLogic stockholders in connection with the Merger, subject to official notice of issuance;

•

expiration or termination of the waiting period relating to the Merger under applicable antitrust laws;

•

the absence of any law, judgment, order or other legal restraint prohibiting the Merger; and

•

the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part.

These conditions to the consummation of the Merger may not be satisfied or waived (to the extent permitted by applicable law) and, as a result, the Merger may not be consummated at the time expected, or at all. For additional information regarding the conditions to the Merger, see “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 145 of this joint proxy statement/prospectus.

In addition, SomaLogic or Standard BioTools may elect to terminate the Merger Agreement in certain circumstances. See “The Merger Agreement — Termination” beginning on page 159 of this joint proxy statement/prospectus.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of either SomaLogic or Standard BioTools.

The Merger Agreement contains “no shop” provisions that restrict each of Standard BioTools’ and SomaLogic’s ability to solicit, initiate, induce, knowingly encourage or knowingly facilitate, or take any other action designed to facilitate, competing third-party proposals relating to a merger, reorganization or consolidation of the respective company or an acquisition of the respective company’s stock or assets. In addition, the other party generally has an opportunity to offer to modify the terms of the Merger Agreement in response to any competing acquisition proposals before the board of directors of the company that has received a third-party proposal may withdraw or qualify its recommendation with respect to the Merger. If the Merger Agreement is terminated in connection with the pursuit of a third-party transaction by one of the parties, that party will be required to pay a termination fee of $19,123,214 (in the case of Standard BioTools) or $17,176,173 (in the case of SomaLogic) to the other party. See “The Merger Agreement — No Solicitation,” “The Merger Agreement — Termination” and “The Merger Agreement — Termination Fee and Expense Reimbursement” beginning on pages 148, 159 and 160, respectively, of this joint proxy statement/prospectus.

These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of Standard BioTools or SomaLogic from considering or proposing an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the Merger. A potential third-party acquirer maintaining interest in the face of these provisions might propose to pay a lower price to the stockholders than it might otherwise have proposed to pay because of the added expense of the applicable termination fee described above.

If the Merger Agreement is terminated and either Standard BioTools or SomaLogic determines to seek another business combination, it may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.

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The pendency of the Merger could materially adversely affect the business, financial condition, results of operations or cash flows of SomaLogic or Standard BioTools.

The announcement and pendency of the Merger could disrupt SomaLogic’s or Standard BioTools’ businesses, in any of the following ways, among others:

•

SomaLogic’s or Standard BioTools’ employees may experience uncertainty about their future roles with the combined company, which might adversely affect each company’s ability to retain and hire key managers and other employees;

•

the attention of SomaLogic management or Standard BioTools management may be directed toward completion of the Merger, integration planning and transaction-related considerations and may be diverted from each company’s day-to-day business operations and, following the completion of the Merger, the attention of the combined company’s management may also be diverted to such matters;

•

vendors, suppliers, business partners or others may seek to modify or terminate their business relationship with SomaLogic or Standard BioTools or the combined company following completion of the Merger;

•

SomaLogic or Standard BioTools, or the combined company following completion of the Merger, and their respective directors could become subject to lawsuits relating to the Merger; and

•

SomaLogic or Standard BioTools may experience negative reactions from their stockholders, among others.

These disruptions could be exacerbated by a delay in the completion of the Merger or termination of the Merger Agreement. Additionally, if the Merger is not consummated, each company will have incurred significant costs and diverted the time and attention of management. A failure to consummate the Merger may also result in negative publicity, reputational harm, litigation against SomaLogic or Standard BioTools or their respective directors and officers, and a negative impression of the companies in the financial markets. The occurrence of any of these events individually or in combination could have a material adverse effect on either or both companies’ financial statements and stock price.

In addition, the Merger Agreement restricts Standard BioTools and SomaLogic from taking certain actions until the Effective Time without the consent of the other party, including, among others: the payment of dividends; the issuance of equity (including certain equity incentive awards); certain increases to employee compensation and benefits; capital expenditures; the incurrence of indebtedness; acquisitions and divestitures; and the entry into or amending certain material contracts. Standard BioTools and SomaLogic are required to conduct business in the ordinary course consistent with past practice. The restrictive covenants, which are subject to various specific exceptions, may prevent Standard BioTools or SomaLogic from pursuing attractive business opportunities that may arise prior to the consummation of the Merger. Although Standard BioTools and SomaLogic may be able to pursue such activities with the other company’s consent, the other company may not be willing to provide its consent. For a description of the restrictive covenants applicable to Standard BioTools and SomaLogic, see “The Merger Agreement — Covenants; Conduct of Business Pending the Merger” beginning on page 153 of this joint proxy statement/prospectus.

The Merger may be completed even though a material adverse effect may result from the announcement of the Merger, industry wide changes or other causes.

In general, neither Standard BioTools nor SomaLogic is obligated to complete the Merger if there is a continuing material adverse effect affecting the other party between October 4, 2023, the date of the Merger Agreement, and the Closing. However, certain types of changes are excluded from the concept of a “material adverse effect.” Such exclusions include, but are not limited to, changes in general business or economic conditions that generally affect the industry, political conditions, acts of war or terrorism or the outbreak or escalation of armed hostilities, natural disasters, epidemics and pandemics (including COVID-19 and any evolutions or mutations thereof), other acts of God or force majeure events, changes in financial, banking or securities markets, including changes in interest rates in the United States or any other country or region in the world, changes in laws or U.S. Generally Accepted Accounting Principles (“GAAP”), certain changes in the price or trading volume of Standard BioTools Common Stock or SomaLogic Common Stock,

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certain failures by Standard BioTools or SomaLogic to meet internal or analysts’ expectations or projections or the results of operations, and changes resulting from the announcement, performance or pendency of the Merger. Therefore, if any of these events were to occur, impacting Standard BioTools or SomaLogic, the other party would still be obliged to consummate the closing of the Merger. If any such adverse changes occur and Standard BioTools and SomaLogic consummate the closing of the Merger, the stock price of the combined company may suffer. This in turn may reduce the value of the Merger to the stockholders of Standard BioTools, SomaLogic or both. For a more complete discussion of what constitutes a material adverse effect on Standard BioTools or SomaLogic, see the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 145 of this joint proxy statement/prospectus.

If Standard BioTools and SomaLogic complete the Merger, the combined company may need to raise additional capital by issuing equity securities or additional debt or through licensing arrangements, which may cause significant dilution to the combined company’s stockholders or restrict the combined company’s operations.

Additional financing may not be available to the combined company when it is needed or may not be available on favorable terms. To the extent that the combined company raises additional capital by issuing equity securities, such financing will cause additional dilution to all securityholders of the combined company, including Standard BioTools’ pre-Merger stockholders and SomaLogic’s former stockholders. It is also possible that the terms of any new equity securities may have preferences over the combined company’s common stock. Any debt financing the combined company enters into may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the combined company’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments. In addition, if the combined company raises additional funds through licensing arrangements, it may be necessary to grant licenses on terms that are not favorable to the combined company.

Litigation that may be filed against SomaLogic, Standard BioTools, Merger Sub and/or the members of the SomaLogic Board or the Standard BioTools Board could prevent or delay the consummation of the Merger.

The outcome of any lawsuit that may be filed challenging the Merger is uncertain. One of the conditions to the closing of the Merger is that no governmental authority has issued or entered any order after the date of the Merger Agreement having the effect of enjoining or otherwise prohibiting the consummation of the Merger. Accordingly, if any future lawsuit is successful in obtaining any order enjoining consummation of the Merger, then such order may prevent the Merger from being consummated, or from being consummated within the expected time frame, and could result in substantial costs to SomaLogic and Standard BioTools, including but not limited to, costs associated with the indemnification of directors and officers. Any such injunction or delay in the Merger being completed may adversely affect SomaLogic’s or Standard BioTools’ business, financial condition, results of operations, and cash flows.

SomaLogic directors and executive officers and Standard BioTools directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of SomaLogic stockholders and Standard BioTools stockholders.

Certain of the directors and executive officers of SomaLogic and certain of the directors and executive officers of Standard BioTools negotiated the terms of the Merger Agreement and these individuals have interests in the Merger that may be different from, or in addition to, those of SomaLogic stockholders and Standard BioTools stockholders, respectively. These interests include, but are not limited to, the continued service of certain of these individuals as directors and executive officers of Standard BioTools after the date of the consummation of the Merger (the “Closing Date”), the interests of Mr. Casdin as a director and of Casdin Capital, LLC (of which Mr. Casdin serves as managing member) as a stockholder of both Standard BioTools and SomaLogic, the treatment in the Merger of SomaLogic RSUs, SomaLogic Stock Options and certain other compensation arrangements with the SomaLogic and Standard BioTools directors and executive officers, and provisions in the Merger Agreement regarding continued indemnification of and advancement of expenses of the directors and executive officers of SomaLogic and Standard BioTools. SomaLogic stockholders and Standard BioTools stockholders should be aware of these interests when they consider their respective board of directors’ recommendations that they vote in favor of the Merger-related proposals.

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The members of the SomaLogic Board were aware of and considered these interests relating to SomaLogic, among other matters, in evaluating the Merger Agreement and the Merger, and in recommending that SomaLogic stockholders approve the SomaLogic Proposals. The interests of SomaLogic directors and executive officers are described in more detail under “The Merger — Interests of SomaLogic Directors and Executive Officers in the Merger” beginning on page 130 of this joint proxy statement/prospectus.

The members of the Standard BioTools Board were aware of and considered these interests relating to Standard BioTools, among other matters, in evaluating the Merger Agreement and the Merger, and in recommending that Standard BioTools stockholders approve the Standard BioTools Proposals. The interests of Standard BioTools directors and executive officers are described in more detail under “The Merger — Interests of Standard BioTools’ Directors and Executive Officers in the Merger” beginning on page 123 of this joint proxy statement/prospectus.

Following the consummation of the Merger, the composition of the board of directors and management of the combined company will be different from the composition of the current board of directors and management of each of Standard BioTools and SomaLogic and Standard BioTools’ current stockholders will not have a majority ownership and voting interest in the combined company, which may affect the strategy and operations of the combined company.

Pursuant to the Merger Agreement, following the consummation of the Merger, the board of directors of the combined company will consist of (i) Dr. Egholm, Mr. Eloi (as the designee of the holders of the Series B-2 Preferred Stock), and Dr. Witney, who will be the Standard BioTools Board designees; (ii) Mr. Carey (who is expected to chair the combined company’s board of directors), Mr. Cox, and Ms. Hibbs, who will be the SomaLogic Board designees; and (iii) Mr. Casdin (as the designee of the holders of the Series B-1 Preferred Stock).

At the Effective Time, Standard BioTools will take all necessary action to cause Dr. Egholm to continue as Chief Executive Officer of the combined company. In the event that Dr. Egholm is not the Chief Executive Officer of Standard BioTools immediately prior to the Effective Time, Standard BioTools will select another individual reasonably acceptable to SomaLogic to be appointed as Chief Executive Officer of the combined company as of the Effective Time.

In addition to Dr. Egholm, certain of Standard BioTools’ current executive leadership team are expected to continue to serve in the same roles in the combined company after the consummation of the Merger, including Jeffrey Black, Chief Financial Officer, and Hanjoon Alex Kim, Chief Operating Officer. In addition, after consummation of the Merger, Adam Taich, currently the interim Chief Executive Officer of SomaLogic, is expected to serve as Chief Strategy Officer and Shane Bowen, currently the Chief Research and Development Officer of SomaLogic, is expected to serve as Chief Technology Officer.

This composition of the board of directors of the combined company may affect the combined company’s business strategy and operating decisions following the consummation of the Merger, as compared to those of Standard BioTools and SomaLogic prior to the Merger. In addition, there can be no assurances that the board of directors of the combined company will function effectively as a team and that any differences or difficulties, should they arise, will not have an adverse effect on the combined company’s business or results after the Closing Date.

In addition, immediately following completion of the Merger and the issuance of the Standard BioTools Common Stock to the SomaLogic stockholders at the Effective Time, Standard BioTools’ current stockholders in the aggregate will not have a majority ownership and voting interest in the combined company, which may result in Standard BioTools stockholders having less influence on the combined company’s management and policies. Standard BioTools stockholders currently have the right to vote for the election of directors to the Standard BioTools Board and on other matters affecting Standard BioTools. Immediately following completion of the Merger, based on the companies’ fully diluted market capitalizations as of the signing of the Merger Agreement, Standard BioTools stockholders and SomaLogic stockholders are expected to own approximately 43% and 57%, respectively, of the combined company’s outstanding shares. As a result, current Standard BioTools stockholders may have less influence on the combined company’s management and policies than they currently have.

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The opinions of SomaLogic’s and Standard BioTools’ financial advisors do not reflect changes in circumstances that may have occurred or that may occur between the signing of the Merger Agreement and the consummation of the Merger.

The opinion rendered to the SomaLogic Board by PWP, and the opinion rendered to the Standard BioTools Board by Centerview, were provided in connection with, and at the time of, the SomaLogic and Standard BioTools Boards’ respective evaluations of the Merger. These opinions were based on the respective financial analyses performed, which considered market and other conditions then in effect, and financial forecasts and other information made available to them, as of the date of their respective opinions, which may have changed, or may change, after the date of the opinions. Neither the SomaLogic Board nor the Standard BioTools Board has obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus or as of any other date, nor does either expect to receive updated, revised or reaffirmed opinions prior to the consummation of the Merger. Changes in the operations and prospects of SomaLogic or Standard BioTools, general market and economic conditions and other factors that may be beyond the control of SomaLogic or Standard BioTools, and which changes were not taken into account by SomaLogic’s and Standard BioTools’ financial advisors in rendering their respective opinions, may significantly alter the value of SomaLogic or Standard BioTools or the prices of SomaLogic Common Stock or Standard BioTools Common Stock by the time the Merger is consummated. The opinions do not speak as of the time the Merger will be consummated or as of any date other than the date of such opinions. Because there are no plans for SomaLogic’s and Standard BioTools’ financial advisors to update their opinions, the opinions do not address the fairness of the Exchange Ratio or the Merger consideration, as applicable, from a financial point of view, at any time other than the time such opinions were rendered, even though the SomaLogic Board’s recommendation that SomaLogic stockholders vote “FOR” the SomaLogic Proposals and the Standard BioTools Board’s recommendation that Standard BioTools stockholders vote “FOR” the Standard BioTools Proposals are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that the SomaLogic Board and the Standard BioTools Board received from their respective financial advisors, see “The Merger — Opinion of SomaLogic’s Financial Advisor,” “The Merger — Opinion of Standard BioTools’ Financial Advisor” beginning on pages 113 and 101, respectively, of this joint proxy statement/prospectus.

Failure to consummate the Merger could negatively impact respective future stock prices, operations and financial results of SomaLogic and Standard BioTools.

If the Merger is not consummated for any reason, SomaLogic and Standard BioTools may be subject to a number of material risks, including the following:

•

a decline in the market prices of SomaLogic Common Stock or Standard BioTools Common Stock to the extent that their current market prices reflect a market assumption that the Merger will be consummated and will be beneficial to the value of the business of Standard BioTools after the Closing Date;

•

having to pay certain costs related to the proposed Merger, such as legal, accounting, financial advisory, printing and mailing fees, which must be paid regardless of whether the Merger is consummated;

•

addressing the consequences of operational decisions made since the signing of the Merger Agreement, including because of restrictions on SomaLogic’s or Standard BioTools’ operations imposed by the terms of the Merger Agreement and decisions to delay or defer capital expenditures;

•

returning the focus of management and personnel to operating SomaLogic or Standard BioTools, as applicable, on a standalone basis, without any of the benefits expected to have been provided by the consummation of the Merger; and

•

negative reactions from their respective stockholders, suppliers and employees.

In addition to the above risks, SomaLogic or Standard BioTools may be required, under certain circumstances, to pay a termination fee of up to $19,123,214 (in the case of Standard BioTools) or $17,176,173 (in the case of SomaLogic) to the other party, or in some cases reimburse the other party’s transaction-related expenses (up to $2,000,000), which may materially adversely affect SomaLogic’s or

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Standard BioTools’ financial condition, as applicable. The business of SomaLogic or Standard BioTools may be adversely impacted by the failure to pursue other beneficial opportunities due to the focus of SomaLogic and Standard BioTools management on the Merger. A failure to consummate the Merger may also result in negative publicity, reputational harm, litigation against SomaLogic or Standard BioTools or their respective directors and officers, and a negative impression of the companies in the financial markets.

If the Merger is not consummated, we cannot assure the Standard BioTools stockholders or the SomaLogic stockholders that these risks will not materialize and will not materially adversely affect the business, financial results and stock price of the respective companies.

SomaLogic stockholders and Standard BioTools stockholders will not be entitled to appraisal rights in the Merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under the DGCL § 262(b), stockholders do not have appraisal rights if the shares of stock they hold, as of the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon a merger, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the Merger Agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash instead of fractional shares or (d) any combination of clauses (a) through (c).

Because the Standard BioTools Common Stock is listed on The Nasdaq Global Select Market, a national securities exchange, and is expected to continue to be so listed on the Standard BioTools Record Date, Standard BioTools stockholders will not be entitled to appraisal rights in the Merger with respect to their Standard BioTools Common Stock. Similarly, the SomaLogic Common Stock is listed on The Nasdaq Capital Market and is expected to continue to be so listed on the SomaLogic Record Date. Because holders of SomaLogic Common Stock will also receive Standard BioTools Common Stock in the Merger and cash in lieu of fractional shares, holders of SomaLogic Common Stock will also not be entitled to appraisal rights in the Merger with respect to their SomaLogic Common Stock.

Financial projections regarding SomaLogic and Standard BioTools may not prove accurate.

In connection with the Merger, SomaLogic and Standard BioTools prepared and considered internal financial forecasts for SomaLogic and Standard BioTools. These financial projections are based on several assumptions, including regarding future operating cash flows, expenditures and income of SomaLogic and Standard BioTools, including benefits to be realized from the Merger. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, within projected timeframes or at all. The failure of SomaLogic or Standard BioTools to achieve projected results could have a material adverse effect on the price of the Standard BioTools Common Stock, the combined company’s financial position after the Closing Date, and the combined company’s ability to pay dividends, and/or pay dividends at or above the rate currently paid by Standard BioTools or SomaLogic (if any), following the consummation of the Merger.

The market price for Standard BioTools Common Stock following completion of the Merger will continue to fluctuate and may be affected by factors different from those that historically have affected Standard BioTools Common Stock and SomaLogic Common Stock.

Following the completion of the Merger, Standard BioTools stockholders and SomaLogic stockholders will be stockholders in the combined company. Based on the number of outstanding shares of SomaLogic Common Stock as of the SomaLogic Record Date, Standard BioTools would issue approximately million shares of Standard BioTools Common Stock as Merger Consideration. SomaLogic stockholders may decide not to hold the Standard BioTools Common Stock they receive in the Merger and other

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SomaLogic stockholders, such as funds with limitations on the amount of stock they are permitted hold in individual issuers, may be required to sell Standard BioTools Common Stock that they receive in the Merger. Such sales, or market perception of such sales, of Standard BioTools Common Stock could result in a higher-than-average trading volume following the closing of the Merger and may cause the market price for Standard BioTools Common Stock to decline.

Additionally, SomaLogic’s business differs in important respects from that of Standard BioTools and the combined company’s business will differ from that of Standard BioTools and SomaLogic prior to the completion of the Merger. Accordingly, the results of operations of the combined company and the market price of Standard BioTools Common Stock after the completion of the Merger may be affected by factors different from those currently affecting the independent results of operations of each of Standard BioTools and SomaLogic. This joint proxy statement/prospectus describes the businesses of SomaLogic and Standard BioTools and incorporates by reference important information regarding the businesses of SomaLogic and Standard BioTools and also describes important factors to consider in connection with those businesses and the business of the combined company.

Standard BioTools or SomaLogic may waive one or more of the conditions to the Merger and may do so without re-soliciting stockholder approval.

Standard BioTools or SomaLogic may agree to waive (to the extent permitted by applicable law), in whole or in part, some of the conditions to each party’s obligations to complete the Merger, to the extent permitted by applicable law. For example, it is a condition to Standard BioTools’ and SomaLogic’s respective obligations to close the Merger that certain of the representations and warranties of the other party are true and correct in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct would not have a material adverse effect. However, if the board of directors of either party determines that it is in the best interests of the stockholders of that company to waive any such breach by the other party, then such board of directors may elect to waive that condition (to the extent permitted by applicable law).

In the event of a waiver of a condition (to the extent permitted by applicable law), the boards of directors of Standard BioTools and SomaLogic will evaluate the materiality of any such waiver to determine whether amendment of this joint proxy statement/prospectus and re-solicitation of proxies is necessary. In the event that the boards of directors of the waiving party, in its own reasonable discretion, determines any such waiver is not significant enough to require re-solicitation of its stockholders, it will have the discretion to cause the Merger to be completed without seeking further stockholder approval, which decision may have a material adverse effect on the stockholders of the combined company following the Merger. For example, the market could react negatively to such information, which may cause a substantial decline in the price of the common stock of the combined company following the Merger.

Notwithstanding the foregoing, certain closing conditions may not be waived due to applicable law, or otherwise. The following closing conditions may not be waived: receipt of the requisite stockholder approvals; the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part; and the absence of any order or injunction that has the effect of prohibiting the consummation of the Merger. The foregoing closing conditions are the only closing conditions to the Merger that may not be waived. All other closing conditions to the Merger may be waived (to the extent permitted by applicable law) by Standard BioTools and/or SomaLogic, as applicable. See the section “The Merger Agreement — Conditions to the Completion of the Merger” for further information.

The Merger may not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, resulting in recognition of taxable gain or loss by SomaLogic stockholders in respect of their SomaLogic Common Stock.

As discussed in the section entitled “Material U.S. Federal Income Tax Consequences,” the Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) Code. However, SomaLogic has not sought and does not intend to seek a ruling from the IRS or an opinion of counsel regarding the intended tax treatment of the Merger. Consequently, there can be no assurance that the IRS will not challenge the intended tax treatment of the Merger and, if challenged, that a court would not sustain the IRS’s position. In the event that the Merger does not qualify as a “reorganization” within the meaning of

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Section 368(a) of the Code, each U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences”) would recognize gain or loss upon the exchange of shares of SomaLogic Common Stock for Standard BioTools Common Stock in the Merger equal to the difference between the fair market value of the shares of Standard BioTools Common Stock received in exchange for the shares of SomaLogic Common Stock (plus any cash received in lieu of a fractional share) and such U.S. Holder’s adjusted tax basis in the shares of SomaLogic Common Stock surrendered. Each SomaLogic stockholder is urged to consult with his, her or its own tax advisor with respect to the tax consequences of the Merger.

SomaLogic might not be able to utilize a significant portion of its net operating loss carryforwards and research and development tax credit carryforwards.

SomaLogic has incurred significant net losses since its inception and cannot guarantee when, if ever, it will become profitable. Unused net operating loss (“NOL”) and tax credit carryforwards will carry forward to offset future taxable income, subject to applicable limitations on the use of those losses. Federal NOLs incurred in taxable years ending on or before December 31, 2017 are eligible to be carried forward for up to 20 years, and to be deducted in full against income for the years to which they may be carried. Federal NOLs incurred in taxable years ending after December 31, 2017 are eligible to be carried forward indefinitely, but may offset no more than 80% of the taxable income for the years to which they are carried (computed without regard to the deduction for carryovers of NOLs). To the extent they expire unused, these NOLs and tax credit carryforwards will not be available to offset future income tax liabilities.

In addition, under Sections 382 and 383 of the Code, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change NOLs and tax credit carryovers to reduce its tax liability for post-change periods may be limited. SomaLogic may have experienced ownership changes in the past. It is likely that SomaLogic will experience an ownership change as a result of the Merger, and may experience future ownership changes as a result of subsequent shifts in its stock ownership, some of which may be outside of its control. As a result, SomaLogic’s ability to use its historical NOLs and tax credit carryovers to offset future income tax liabilities is limited by prior ownership changes and may become limited by additional ownership changes in the future (including any ownership change resulting from the Merger).

Risks Related to the Business of the Combined Company After the Merger

Combining the two companies may be more difficult, costly or time consuming than expected, and Standard BioTools may not realize all of the anticipated benefits of the Merger.

SomaLogic and Standard BioTools have operated and, until the consummation of the Merger, will continue to operate, independently. The success of the Merger will depend on, among other things, the combined company’s ability to integrate the businesses of SomaLogic and Standard BioTools in a timely fashion. Additionally, the combined company may not be able to successfully achieve the level of cost savings, revenue enhancements and synergies that it expects. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected. In addition, failure to successfully integrate the businesses in the expected timeframe may adversely affect the combined company’s business, financial condition, results of operations or cash flows.

In addition, the combined operation of two businesses may be a complex, costly and time-consuming process. The difficulties of combining the operations of the companies include, among others:

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the diversion of management attention to integration matters;

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difficulties in integrating functions, personnel and systems;

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difficulties in assimilating employees and in attracting and retaining key personnel;

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difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;

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challenges of managing a larger combined company following the Merger, including challenges of conforming standards, controls, procedures and accounting and other policies and compensation structures;

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declines in Standard BioTools’ results of operations, financial condition or cash flows;

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a decline in the market price of Standard BioTools Common Stock;

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contingent liabilities that are larger than expected;

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potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Merger;

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tax effects of the Merger, including the ability to realize the benefits of any deferred tax assets or liabilities;

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disruption of existing relationships with business partners, and other constituencies; and

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the disruption of, or the loss of momentum in, ongoing research and development activities.

Many of these factors are outside the control of SomaLogic and Standard BioTools, and any one of them could result in increased costs, decreased expected revenues and diversion of management time and energy, which could materially impact the business, financial condition, results of operations and cash flows of the combined company. These factors could cause dilution to the earnings per share of the combined company, decrease or delay the expected accretive effect of the Merger and negatively impact the price of Standard BioTools Common Stock. As a result, it cannot be assured that the combined company will realize the full benefits anticipated from the Merger within the anticipated time frames, or at all.

In addition, following the Merger, Standard BioTools will become responsible for SomaLogic’s liabilities and obligations, including with respect to legal, financial, regulatory, and compliance matters. These obligations will result in additional cost and investment by Standard BioTools and, if Standard BioTools has underestimated the amount of these costs and investments or if Standard BioTools fails to satisfy any such obligations, Standard BioTools may not realize the anticipated benefits of the Merger. Further, it is possible that there may be unknown, contingent or other liabilities or problems that may arise in the future, the existence and/or magnitude of which Standard BioTools was previously unaware. Any such liabilities or problems could have an adverse effect on the combined company’s business, financial condition, results of operations or cash flows.

Even if the Merger is successfully consummated and the businesses integrated, there can be no assurance that the Merger will result in the realization of the full benefit of the anticipated synergies and cost savings or that these benefits will be realized within the expected time frames or at all. Difficulties in integrating the businesses could harm the reputation of the combined company. In addition, by engaging in the Merger, Standard BioTools may forego or delay pursuit of other opportunities that may have proven to have greater commercial potential.

SomaLogic and Standard BioTools will incur substantial direct and indirect costs as a result of the Merger and the combined company will incur substantial direct and indirect costs in connection with combining the business of SomaLogic and Standard BioTools following the Merger.

SomaLogic and Standard BioTools will incur substantial expenses in connection with and as a result of consummating the Merger, and over a period of time following the consummation of the Merger, Standard BioTools also expects to incur substantial expenses as a combined company in connection with coordinating and, in certain cases, combining the businesses, operations, policies and procedures of SomaLogic and Standard BioTools. A portion of the transaction costs related to the Merger will be incurred regardless of whether the Merger is consummated. While SomaLogic and Standard BioTools have assumed that a certain level of transaction expenses will be incurred, factors beyond SomaLogic’s and Standard BioTools’ control could affect the total amount or the timing of these expenses. Although many of the expenses that will be incurred, by their nature, are difficult to estimate accurately, the current estimate of the aggregate expenses that will be incurred by SomaLogic and Standard BioTools is approximately $23.0 million, which is subject to change. These expenses may exceed the costs historically borne by SomaLogic and Standard BioTools.

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These expenses could adversely affect the financial condition, results of operations and cash flows of the combined company following the consummation of the Merger.

Standard BioTools’ actual financial position and results of operations after the Merger as a combined company may differ materially from the unaudited pro forma financial information included in this joint proxy statement/prospectus.

The unaudited pro forma financial information included in this joint proxy statement/prospectus is presented for informational purposes only and may not be an indication of what Standard BioTools’ financial position or results of operations would have been had the Merger been consummated on the dates indicated. The unaudited pro forma financial information has been derived from the audited and unaudited historical financial statements of Standard BioTools and SomaLogic and certain adjustments and assumptions regarding Standard BioTools after giving effect to the Merger. The assets and liabilities of SomaLogic have been measured at fair value based on various preliminary estimates using assumptions that Standard BioTools and SomaLogic management believes are reasonable, utilizing information currently available. These fair value measurements can be highly subjective, and the reasonable application of measurement principles may result in a range of alternative estimates using the same facts and circumstances. These estimates, which require extensive use of accounting estimates and management judgment, may be revised as additional information becomes available and as additional analyses are performed. Differences between preliminary estimates in the unaudited pro forma financial information and the final acquisition accounting will occur and could have a material impact on the unaudited pro forma financial information and the combined company’s financial position and future results of operations.

Standard BioTools’ management performed a preliminary review of SomaLogic’s accounting policies and did not identify any material adjustments to be made to align accounting policies. Following the consummation of the proposed Merger, Standard BioTools' management will perform a detailed review of SomaLogic’s accounting policies in an effort to determine if differences in accounting policies require further adjustment or reclassification of SomaLogic’s results of operations or assets or liabilities to conform to Standard BioTools’ accounting policies and classification. As a result, Standard BioTools may subsequently identify additional differences in the accounting policies, which could have a material impact on the unaudited pro forma condensed combined financial information contained in this joint proxy statement/prospectus.

In addition, the assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the consummation of the Merger. Any material variance from the pro forma financial information may cause significant variations in the market price of the Standard BioTools Common Stock. See “Standard BioTools and SomaLogic Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 163 of this joint proxy statement/prospectus.

The Merger will be dilutive to Standard BioTools’ earnings per share.

Because Standard BioTools Common Stock will be issued in connection with the Merger, the Merger will be dilutive to Standard BioTools’ earnings per share. Future events and conditions could increase the dilution that is currently projected, including adverse changes in market conditions, additional transaction and integration-related costs and other factors such as the failure to realize some or all of the benefits anticipated in the Merger. Any dilution of, or delay of any accretion to, Standard BioTools’ earnings per share could cause the price of Standard BioTools’ Shares to decline or grow at a reduced rate.

If Standard BioTools records goodwill and other intangible assets as a result of the Merger, such goodwill and/or other intangible assets could become impaired in the future.

Accounting standards in the United States require that one party to the Merger be identified as the acquirer. In accordance with these standards, the Merger will be accounted for as an acquisition of SomaLogic Common Stock by Standard BioTools and will follow the acquisition method of accounting for business combinations. The Standard BioTools assets and liabilities will be consolidated with those of SomaLogic on Standard BioTools’ financial statements. The combined company will measure SomaLogic’s assets acquired and liabilities assumed at their fair values, including net tangible and identifiable intangible

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assets acquired and liabilities assumed, if any, as of the consummation of the Merger. If the fair value of the consideration transferred exceeds the fair value of the assets acquired and liabilities assumed, the excess will be recorded as goodwill. Alternatively, if the fair value of the assets acquired and liabilities assumed exceeds the fair value of consideration transferred, the transaction would result in a bargain purchase gain.

In accordance with GAAP, the combined company will be required to periodically assess these assets to determine if they are impaired. To the extent goodwill or other intangible assets become impaired, the combined company may be required to incur material charges relating to such impairment. Such a potential impairment charge could have a material impact on future operating results and statements of financial position of the combined company.

If third parties terminate, modify or threaten to terminate existing contracts or relationships with Standard BioTools or SomaLogic, Standard BioTools’ and SomaLogic’s respective businesses may be materially harmed.

SomaLogic has contracts with customers, suppliers, vendors, landlords, licensors and other business partners that may require SomaLogic to obtain consents from these other parties in connection with the Merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenues and may lose rights that are material to the business of the combined company. In addition, third parties with whom Standard BioTools or SomaLogic currently have relationships may determine to terminate or otherwise reduce the scope of their relationship with either party in anticipation of the Merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the Merger. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Merger or the termination of the Merger Agreement.

The combined company’s ability to utilize its net operating loss carryforwards and tax credit carryforwards may be subject to limitations.

The combined company’s ability to use its federal and state NOL and tax credit carryforwards to offset future taxable income and related income taxes that would otherwise be due is dependent upon the combined company’s generation of future taxable income, and SomaLogic and Standard BioTools cannot predict with certainty when, or whether, the combined company will generate sufficient taxable income to use all of its NOLs. In addition, under Sections 382 and 383 of the Code, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” its ability to use its NOL carryforwards and tax credit carryforwards to offset its future taxable income and related income taxes, if any, will be limited. This limitation would generally apply in the event of a cumulative change in ownership of SomaLogic or Standard BioTools of more than 50% within a three-year period. SomaLogic and Standard BioTools may have experienced ownership changes in the past. Specifically, in 2022, Standard BioTools experienced an ownership change. In addition, private placements and other transactions that have occurred since SomaLogic’s inception may also have triggered one or more ownership change pursuant to Section 382 of the Code. It is expected that Standard BioTools will experience, and it is likely that SomaLogic will also experience, an ownership change as a result of the Merger. Any historical limitations or limitations resulting from the Merger or otherwise may significantly reduce the combined company’s ability to utilize the NOL carryforwards and tax credit carryforwards of SomaLogic and Standard BioTools before they expire. Consequently, even if the combined company achieves profitability, it may not be able to utilize a material portion of the NOL carryforwards and other tax attributes of SomaLogic, Standard BioTools or the combined company, which could have a material adverse effect on cash flow and results of operations of the combined company. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs or other unforeseen reasons, SomaLogic’s and Standard BioTools’ existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities.

The combined company may be exposed to increased litigation, including stockholder litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers and other third parties due to the combination of Standard BioTools’ business and SomaLogic’s business following the Merger. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations. In addition, in the

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past, stockholders have initiated class action lawsuits against biotechnology companies following periods of volatility in the market prices of these companies’ stock. Such litigation, if instituted against the combined company, could cause the combined company to incur substantial costs and divert management’s attention and resources, which could have a material adverse effect on the combined company’s business, financial condition and results of operations.

If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about the combined company, its business or its market, its stock price and trading volume could decline.

The trading market for the combined company’s common stock will be influenced by the research and reports that equity research analysts publish about it and its business. Equity research analysts may elect not to provide research coverage of the combined company’s common stock after the completion of the Merger, and such lack of research coverage may adversely affect the market price of its common stock. In the event it does have equity research analyst coverage, the price of the combined company’s common stock could decline if one or more equity research analysts downgrade its stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of the combined company or fails to publish reports on it regularly, demand for its common stock could decrease, which in turn could cause its stock price or trading volume to decline.

The combined company will have broad discretion in the use of the cash and cash equivalents of the combined company and may invest or spend such resources in ways with which you do not agree and in ways that may not increase the value of your investment.

The combined company will have broad discretion over the use of the cash and cash equivalents of the combined company. You may not agree with the combined company’s decisions, and its use of these resources may not yield any return on your investment. The combined company’s failure to apply these resources effectively could compromise its ability to pursue its growth strategy and the combined company might not be able to yield a significant return, if any, on its investment of these resources. You will not have the opportunity to influence its decisions on how to use the combined company’s cash resources.

Risks Related to the Standard BioTools Capital Structure

Holders of the Series B Preferred Stock have rights, preferences and privileges that are not held by, and are preferential to, the rights of the holders of Standard BioTools Common Stock, which could adversely affect the liquidity and financial condition of the combined company, result in the interests of holders of the Series B Preferred Stock differing from those of the holders of Standard BioTools Common Stock and make an acquisition of the combined company more difficult.

Holders of the Series B Preferred Stock have (i) a liquidation preference, (ii) rights to dividends, which are senior to all of the other equity securities of Standard BioTools, (iii) the right to require Standard BioTools to repurchase any or all of the Series B Preferred Stock in connection with certain change of control events, and (iv) conversion price adjustments upon the occurrence of certain events, each subject to the terms, conditions and exceptions contained in the applicable Certificate of Designations of the Series B Preferred Stock. These dividend and other rights and obligations could impact the liquidity of the combined company and reduce the amount of cash flows available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes.

The terms of the Series B Preferred Stock could also limit the ability of the combined company to obtain additional financing or increase borrowing costs, which could have an adverse effect on the financial condition of the combined company. The preferential rights could also result in divergent interests between the holders of the Series B Preferred Stock and holders of the Standard BioTools Common Stock. Furthermore, a sale of Standard BioTools, as a change of control event, may require Standard BioTools to repurchase the Series B Preferred Stock, which could have the effect of making an acquisition of the combined company more expensive and potentially deterring proposed transactions that may otherwise be beneficial to stockholders.

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Holders of the Series B Preferred Stock are entitled to vote with the holders of the Standard BioTools Common Stock with voting power measured in a manner related to the conversion ratio of the shares of Series B Preferred Stock, and holders of our Series B Preferred Stock have rights to approve certain actions. Holders of the Series B Preferred Stock may exercise influence over the combined company, including through the ability of the holders of the Series B-1 Preferred Stock and the holders of the Series B-2 Preferred Stock to each designate a member of the Standard BioTools Board.

Holders of the Series B Preferred Stock are generally entitled to vote with the holders of the Standard BioTools Common Stock on all matters submitted for a vote of holders of the Standard BioTools Common Stock (voting together with the holders of Standard BioTools Common Stock as one class) with voting power measured in a manner related to the conversion ratio of the shares of Series B Preferred Stock, subject to certain voting limitations as described in the applicable Certificate of Designations. Additionally, the consent of the holders of at least 60% of the shares of Series B Preferred Stock is required for, among other things, (i) amendments to the Standard BioTools certificate of incorporation or bylaws that have an adverse effect on the rights, preferences, privileges or voting powers of the Series B Preferred Stock and (ii) issuances by Standard BioTools of securities that are senior to, or equal in priority with, the Series B Preferred Stock.

Additionally, pursuant to the Certificates of Designations for the Series B Preferred Stock, the holders of a majority of the outstanding Series B-1 Preferred Stock and the holders of a majority of the outstanding Series B-2 Preferred Stock each have the right to nominate and elect one member to the Standard BioTools Board at each annual meeting of the stockholders of Standard BioTools or at any special meeting called for the purpose of electing directors, for so long as the Casdin Preferred Percentage or Viking Preferred Percentage (each as defined in the applicable Certificate of Designations), as applicable, is equal to or greater than 7.5%. Such directors are not subject to the classified board of directors provisions of the Standard BioTools certificate of incorporation and are entitled to serve on committees of the Standard BioTools Board, subject to applicable law and Nasdaq rules. Notwithstanding the fact that all directors will be subject to fiduciary duties to Standard BioTools and to applicable law, the interests of the directors designated by the holders of Series B Preferred Stock may differ from the interests of the Standard BioTools security holders as a whole or of our other directors.

These significant stockholders may be able to determine or significantly influence matters requiring stockholder approval. The interests of significant stockholders may not always coincide with the interests of Standard BioTools or the interests of other stockholders. The Certificates of Designations for the Series B Preferred Stock also provide that for so long as the Casdin Preferred Percentage or Viking Preferred Percentage, as applicable, is equal to or greater than 7.5%, the director designated by the holders of the Series B-1 Preferred Stock or the Series B-2 Preferred Stock, as applicable, will have certain consent rights over, among other things: (i) any increase in the number of directors on the Standard BioTools Board beyond seven; (ii) the hiring, promotion, demotion, or termination of the Standard BioTools Chief Executive Officer; (iii) entering into or modifying (including by waiver) any transaction, agreement or arrangement with any Related Person (as defined in the Certificates of Designations for the Series B Preferred Stock), subject to certain exceptions; (iv) any voluntary petition under any applicable federal or state bankruptcy or insolvency law effected by Standard BioTools; (v) any change in the principal business of Standard BioTools or entry by Standard BioTools into any material new line of business; and (vi) for a period of three years after the closing date of the private placement issuance to the holders of the Series B Preferred Stock, (A) any acquisition (including by merger, consolidation or acquisition of stock or assets) of any assets, securities or property of any other person or (B) any sale, lease, license, transfer or other disposition of any assets of Standard BioTools or any of its subsidiaries, in each case, other than acquisitions or dispositions of inventory or equipment in the ordinary course of business consistent with past practice, for consideration in excess of $50,000,000 in the aggregate in any six-month period.

As a result, the holders of the Series B Preferred Stock have the ability to influence the outcome of certain matters affecting governance and capitalization of the combined company. The obligations to the holders of the Series B Preferred Stock could also limit the ability to obtain additional financing or increase borrowing costs, which could have an adverse effect on the financial condition of the combined company.

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Risks Related to SomaLogic’s Business

You should read and consider the risk factors specific to SomaLogic’s business that will also affect Standard BioTools after the Merger. These risks are described in Part I, Item 1A of SomaLogic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and any amendments thereto, as such risks have been or may be updated or supplemented in SomaLogic’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” beginning on pages 206 and 208, respectively, of this joint proxy statement/prospectus.

Risks Related to Standard BioTools’ Business

You should read and consider the risk factors specific to Standard BioTools’ business that will also affect Standard BioTools after the Merger. These risks are described in Part I, Item 1A of Standard BioTools’ Annual Report on Form 10-K for the year ended December 31, 2022, and any amendments thereto, as such risks have been or may be updated or supplemented in Standard BioTools’ subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” beginning on pages 206 and 208, respectively, of this joint proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains certain forward-looking statements within the meaning of the federal securities law. Such statements are based upon current plans, estimates and expectations that are subject to various risks and uncertainties. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “target,” “contemplate,” “estimate,” “position,” “predict,” “potential,” “opportunity” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including statements regarding the closing of the Merger; the ability of the parties to complete the Merger considering the various closing conditions; the expected benefits of the Merger, including estimations of anticipated synergies, cost savings and cash and cash equivalent resources; the competitive ability and position of the combined company; the success, cost and timing of the combined company’s product development, sales and marketing, and research and development activities; the combined company’s ability to obtain and maintain regulatory approval for its products; the sufficiency of the combined company’s cash, cash equivalents and short-term investments to fund operations; and any assumptions underlying any of the foregoing, are forward-looking statements. Important factors that could cause actual results to differ materially from Standard BioTools’ and SomaLogic’s plans, estimates or expectations could include, but are not limited to:

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the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect Standard BioTools’ and SomaLogic’s businesses and the price of their respective securities;

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uncertainties as to the timing of the consummation of the Merger and the potential failure to satisfy the conditions to the consummation of the Merger, including obtaining stockholder and regulatory approvals;

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the Merger may involve unexpected costs, liabilities or delays;

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the effect of the announcement, pendency or completion of the Merger on the ability of Standard BioTools or SomaLogic to attract, motivate, retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Standard BioTools or SomaLogic does business, or on Standard BioTools’ or SomaLogic’s operating results and business generally;

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Standard BioTools’ or SomaLogic’s respective businesses may suffer as a result of uncertainty surrounding the Merger and disruption of management’s attention due to the Merger;

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the outcome of any legal proceedings related to the Merger or otherwise, or the impact of the Merger thereupon;

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Standard BioTools or SomaLogic may be adversely affected by other economic, business and/or competitive factors;

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the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the Merger;

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restrictions during the pendency of the Merger that may impact Standard BioTools’ or SomaLogic’s ability to pursue certain business opportunities or strategic transactions;

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the risk that Standard BioTools or SomaLogic may be unable to obtain governmental and regulatory approvals required for the Merger, or that required governmental and regulatory approvals may delay the consummation of the Merger or result in the imposition of conditions that could reduce the anticipated benefits from the Merger or cause the parties to abandon the Merger;

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risks that the anticipated benefits of the Merger or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected;

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the impact of legislative, regulatory, economic, competitive and technological changes;

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risks relating to the value of the Standard BioTools shares to be issued in the Merger;

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the risk that post-closing integration may not occur as anticipated or the combined company may not be able to achieve the benefits expected from the Merger, as well as the risk of potential delays, challenges and expenses associated with integrating the combined company’s existing businesses;

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exposure to inflation, currency rate and interest rate fluctuations, as well as fluctuations in the market price of Standard BioTools’ and SomaLogic’s traded securities;

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the lingering effects of the COVID-19 pandemic or the impact of geopolitical conflicts on Standard BioTools’ and SomaLogic’s industry and individual companies, including on counterparties, the supply chain, the execution of research and development programs, access to financing and the allocation of government resources;

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the ability of Standard BioTools or SomaLogic to protect and enforce intellectual property rights; and

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the unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Standard BioTools’ and SomaLogic’s response to any of the aforementioned factors.

A detailed discussion of risks related to the Merger is included above under the heading “Risk Factors” beginning on page 31 of this joint proxy statement/prospectus. A detailed discussion of risks related to Standard BioTools’ business is included in the section entitled “Risk Factors” in Standard BioTools’ Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 14, 2023 and Standard BioTools’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, each available at www.sec.gov and www.standardbio.com under “Investors Resources”, as well as any subsequently filed amendments or Current Reports on Form 8-K or other filings with the SEC updating or supplementing such factors. A detailed discussion of risks related to SomaLogic’s business is included in the section entitled “Risk Factors” in SomaLogic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 28, 2023 and any amendments thereto and available at www.sec.gov and www.somalogic.com under “Investors” as well as any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K or other SEC filings updating or supplementing such factors. Actual results may differ materially from those projected in the forward looking statements. Any forward looking statements in this joint proxy statement/prospectus are only made as of the date of this joint proxy statement/prospectus, unless otherwise specified, and, except as required by law, neither Standard BioTools nor SomaLogic undertakes any obligation to update or revise any forward looking statements. See “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” beginning on pages 206 and 208, respectively, of this joint proxy statement/prospectus.

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THE SOMALOGIC SPECIAL MEETING

Date, Time, and Place of the SomaLogic Special Meeting

The SomaLogic Special Meeting will be held at , Mountain Time, on , 2023, virtually, via a live video webcast on the Internet at . On or about , 2023, SomaLogic commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the SomaLogic Special Meeting.

Purpose of the SomaLogic Special Meeting

At the SomaLogic Special Meeting, SomaLogic stockholders will be asked to consider and vote upon the following proposals:

SomaLogic Merger Proposal; and

SomaLogic Adjournment Proposal.

Recommendation of the SomaLogic Board

The SomaLogic Board recommends that the SomaLogic stockholders vote “FOR” the SomaLogic Merger Proposal and “FOR” the SomaLogic Adjournment Proposal. See “The Merger — SomaLogic’s Reasons for the Merger; Recommendation of the SomaLogic Board” beginning on page 97 of this joint proxy statement/prospectus.

Consummation of the Merger is conditioned on approval of the SomaLogic Merger Proposal. If you abstain or fail to vote on the SomaLogic Merger Proposal, or if you fail to give voting instructions to your bank, broker, or other nominee, it will have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal. Consummation of the Merger is not conditioned on the approval of the SomaLogic Adjournment Proposal.

Record Date for the SomaLogic Special Meeting and Quorum

Record Date

Only holders of record of SomaLogic Common Stock at the close of business on , the record date for the SomaLogic Special Meeting, will be entitled to receive notice of, and to vote, at the SomaLogic Special Meeting or any postponements or adjournments thereof. Each share of SomaLogic Common Stock entitles the holder thereof to cast one vote on each matter that comes before the SomaLogic Special Meeting.

As of the SomaLogic Record Date, there were shares of SomaLogic Common Stock outstanding and entitled to vote at the SomaLogic Special Meeting.

Quorum

In order for business to be conducted at the SomaLogic Special Meeting, a quorum must be present. A quorum requires the presence of the SomaLogic stockholders representing a majority in voting power of the issued and outstanding stock of SomaLogic entitled to vote at the SomaLogic Special Meeting, present in person, or by remote communication, if applicable, or represented by proxy. For purposes of determining whether there is a quorum, all shares that are present will count towards the quorum, which will include proxies received but marked as abstentions. If a quorum is present when the SomaLogic Special Meeting is convened, the SomaLogic stockholders present may continue to transact business until adjournment, even if the withdrawal of a number of the SomaLogic stockholders originally present leaves less than the proportion or number otherwise required for a quorum. Abstentions (SomaLogic Common Stock for which proxies have been received but for which the holders have abstained from voting or as to which the holder attends the SomaLogic Special Meeting online but does not vote) will be counted as present and entitled to vote for purposes of determining a quorum. A failure to instruct your bank, broker, or other nominee will result in your shares not being included in the calculation of the number of shares of SomaLogic Common Stock

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represented at the SomaLogic Special Meeting for purposes of determining whether a quorum has been achieved. However, your SomaLogic Common Stock will be counted toward determining whether a quorum is present if you instruct your bank, broker, or other nominee on how to vote your shares with respect to one or more of the SomaLogic Proposals.

Required Vote

Approval of the SomaLogic Merger Proposal is a condition to the consummation of the Merger. If the SomaLogic Merger Proposal is not approved, the Merger will not be consummated. Approval of the SomaLogic Adjournment Proposal is not a condition to the consummation of the Merger.

Required Vote to Approve the SomaLogic Merger Proposal

Approval of the SomaLogic Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of SomaLogic Common Stock entitled to vote at the SomaLogic Special Meeting.

Required Vote to Approve the SomaLogic Adjournment Proposal

Approval of the SomaLogic Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast on such proposal at the SomaLogic Special Meeting.

SomaLogic Voting Agreements

Simultaneously with the execution of the Merger Agreement, SomaLogic’s directors and executive officers (excluding Mr. Casdin) entered into a voting agreement with Standard BioTools, SomaLogic and Merger Sub, pursuant to which SomaLogic’s directors and executive officers (excluding Eli Casdin) have agreed, among other things, subject to the terms and conditions therein, to vote the shares of SomaLogic Common Stock owned by them beneficially and of record in favor of the SomaLogic Merger Proposal, against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Merger and, if necessary, in favor of the SomaLogic Adjournment Proposal.

Voting by SomaLogic’s and Standard BioTools’ Directors and Executive Officers

As of the SomaLogic Record Date, directors and executive officers of SomaLogic and their affiliates owned and were entitled to vote shares of SomaLogic Common Stock, representing approximately of the SomaLogic Common Stock outstanding on that date, and directors and executive officers of Standard BioTools and their affiliates owned and were entitled to vote shares of SomaLogic Common Stock, representing of the SomaLogic Common Stock outstanding on that date.

Voting of Proxies; Incomplete Proxies

If you are a stockholder of record of SomaLogic Common Stock as of the SomaLogic Record Date, a proxy card is enclosed for your use. SomaLogic requests that SomaLogic stockholders submit their proxies over the Internet, by telephone or by completing and signing the accompanying proxy card and returning it to SomaLogic promptly in the enclosed postage-paid envelope as soon as possible. SomaLogic stockholders may also authorize a proxy to vote their shares by telephone or through the Internet. Information and applicable deadlines for authorizing a proxy to vote by telephone or through the Internet are set forth on the enclosed proxy card. When the accompanying proxy card is returned properly executed, the shares of SomaLogic Common Stock represented by it will be voted at the SomaLogic Special Meeting or any adjournment or postponement thereof in accordance with the instructions contained on in the proxy card.

If a proxy is signed and returned without an indication as to how the shares of SomaLogic Common Stock represented by the proxy are to be voted with regard to a particular proposal, the shares of SomaLogic Common Stock represented by the proxy will be voted in favor of each such proposal, as applicable, in accordance with the recommendation of the SomaLogic Board. In accordance with the SomaLogic bylaws and the DGCL, except as otherwise required by law, business transacted at the SomaLogic Special Meeting will be limited to those matters set forth in the notice of the meeting.

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Your vote is important. Accordingly, please submit a proxy as soon as possible by telephone, over the Internet, or by signing and returning the enclosed proxy card, whether or not you plan to attend the SomaLogic Special Meeting online.

Failures to Vote, Broker Non-Votes, and Abstentions

If you hold your SomaLogic Common Stock in a stock brokerage account or if your shares of SomaLogic Common Stock are held by a bank or other nominee (that is, in “street name”), you must provide the record holder of your shares with instructions on how to vote your shares of SomaLogic Common Stock. Please follow the voting instructions provided by your bank, broker, or other nominee. Please note that you are not permitted to vote shares of SomaLogic Common Stock held in “street name” by returning a proxy card directly to SomaLogic or by voting virtually at the SomaLogic Special Meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker, or other nominee. Obtaining a legal proxy may take several days. Further, brokers who hold shares of SomaLogic Common Stock on behalf of their customers may not give a proxy to SomaLogic to vote those shares without specific instructions from their customers.

If your bank, broker, or other nominee holds your shares of SomaLogic Common Stock in “street name,” your shares of SomaLogic Common Stock will be counted toward determining whether a quorum is present only if you instruct your bank, broker, or other nominee on how to vote your shares with respect to one or more of the SomaLogic Proposals.

If your bank, broker, or other nominee holds your shares of SomaLogic Common Stock in “street name,” your bank, broker, or other nominee will vote your shares only if you provide instructions on how to vote on the relevant proposal. Therefore, if your shares of SomaLogic Common Stock are held in “street name” and you do not instruct your bank, broker, or other nominee on how to vote your shares:

your bank, broker, or other nominee will not be permitted to vote your shares of SomaLogic Common Stock on the SomaLogic Merger Proposal, and this failure to instruct your bank, broker, or other nominee will have the same effect as a vote “AGAINST” this proposal; and

your bank, broker, or other nominee will not be permitted to vote your shares of SomaLogic Common Stock on the SomaLogic Adjournment Proposal, and this failure to instruct your bank, broker, or other nominee will have no effect on the outcome of the vote for this proposal.

Even if your shares of SomaLogic Common Stock are held in “street name,” you are welcome to attend the SomaLogic Special Meeting. If your shares of SomaLogic Common Stock are held in “street name,” you may not vote your shares of SomaLogic Common Stock virtually at the SomaLogic Special Meeting unless you obtain a proxy, executed in your favor, from the holder of record (i.e., your bank, broker, or other nominee). If you hold your shares of SomaLogic Common Stock in “street name” and wish to vote online at the SomaLogic Special Meeting, please contact your bank, broker, or other nominee before the SomaLogic Special Meeting to obtain the necessary proxy from the holder of record.

Under Nasdaq rules, brokers do not have discretionary authority to vote on non-routine matters. A “broker non-vote” occurs when a broker submits a proxy that states that the broker votes for at least one proposal but does not vote for proposals on non-routine matters because the broker has not received instructions from the beneficial owners on how to vote and thus does not have discretionary authority to vote on those proposals. Because all of the matters to be considered at the SomaLogic Special Meeting are non-routine and brokers will not have discretionary authority to vote on any of the SomaLogic Proposals, SomaLogic does not expect to receive any broker non-votes. If broker non-votes were received, they would not have any impact on the outcome of the SomaLogic Adjournment Proposal but would have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal.

Failures to attend the SomaLogic Special Meeting (in person or by proxy) and vote will also not be counted for purposes of determining whether a quorum is present and will have no effect on the outcome of the vote for the SomaLogic Adjournment Proposal. An abstention will have no effect on the outcome of the vote for the SomaLogic Adjournment Proposal. An abstention or a failure to attend the SomaLogic Special Meeting (in person or by proxy) and vote will have the same effect as a vote “AGAINST” the SomaLogic Merger Proposal.

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Revocability of Proxies and Changes to a SomaLogic Stockholder’s Vote

If you are a holder of shares of SomaLogic Common Stock as of the record date for the SomaLogic Record Date, you have the power to revoke your proxy at any time before it is voted at the SomaLogic Special Meeting. You can revoke your proxy in one of three ways:

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sending a written notice of revocation that is received by SomaLogic prior to 9:59 p.m., Mountain Time, on the day preceding the SomaLogic Special Meeting, stating that you would like to revoke your proxy, to SomaLogic’s Office of General Counsel at 2945 Wilderness Place Boulder, CO 80301;

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submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by SomaLogic prior to 9:59 p.m., Mountain Time, on the day preceding the SomaLogic Special Meeting; or

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attending the SomaLogic Special Meeting online and voting during the meeting (your attendance at the meeting will not, by itself, revoke your proxy; you must vote online by ballot at the meeting to change your vote).

If you wish to change or revoke your vote at the SomaLogic Special Meeting, you must vote virtually at such meeting or if you wish to revoke your vote at the SomaLogic Special Meeting, you must present a written notice of revocation to the Secretary of the SomaLogic Special Meeting prior to the voting at the SomaLogic Special Meeting.

The latest dated completed proxy will be the one that counts. Written notices of revocation and other communications with respect to the revocation of any proxies should be addressed to:

SomaLogic, Inc.
2945 Wilderness Place
Boulder, CO 80301
Attn: General Counsel

If you are a SomaLogic stockholder whose shares of SomaLogic Common Stock are held in “street name” by a bank, broker, or other nominee, you may revoke your proxy or voting instructions and vote your shares of SomaLogic Common Stock online at the SomaLogic Special Meeting only in accordance with applicable rules and procedures as employed by your bank, broker, or other nominee. If your shares of SomaLogic Common Stock are held in “street name” in an account at a bank, broker, or other nominee, you must follow the directions you receive from your bank, broker, or other nominee in order to change or revoke your proxy or voting instructions and should contact your bank, broker, or other nominee to do so.

Solicitation of Proxies

The cost of the solicitation of proxies from SomaLogic stockholders will be borne by SomaLogic. In addition to solicitations by mail, SomaLogic’s directors, officers and employees may solicit proxies personally, by telephone, by facsimile or otherwise, without additional compensation. SomaLogic will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of SomaLogic Common Stock held of record on the SomaLogic Record Date and will provide customary reimbursement to such firms for the cost of forwarding these materials. SomaLogic has retained Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies and has agreed to pay them a fee of approximately $20,000, plus reasonable and documented expenses, for these services.

Adjournments

Although it is not currently expected, the SomaLogic Special Meeting may be adjourned for the purpose of soliciting additional proxies if SomaLogic has not received sufficient proxies to constitute a quorum or sufficient votes for approval of the SomaLogic Merger Proposal. If a quorum is not present, the SomaLogic Special Meeting may be adjourned by the person presiding over the SomaLogic Special Meeting or by a majority in voting power of the SomaLogic stockholders present (in person or by proxy) and entitled to vote at the SomaLogic Special Meeting, or in the case that no SomaLogic stockholders are present at the SomaLogic Special Meeting, the person presiding over the SomaLogic Special Meeting may adjourn the SomaLogic Special Meeting. Pursuant to the SomaLogic Bylaws, notice need not be given of

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any such adjourned meeting if the time and place thereof are announced at the meeting at which adjournment is taken. If the SomaLogic Special Meeting is adjourned, stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use. The Merger Agreement provides that the SomaLogic Special Meeting will not be adjourned to a date that is more than 30 days after the date for which the SomaLogic Special Meeting was originally scheduled.

Postponements

At any time prior to convening the SomaLogic Special Meeting, the SomaLogic Board may postpone the SomaLogic Special Meeting for the purpose of soliciting additional proxies if SomaLogic has not received sufficient proxies to constitute a quorum or sufficient votes for approval of the SomaLogic Merger Proposal. The Merger Agreement provides that the SomaLogic Special Meeting will not be postponed to a date that is more than 30 days after the date for which the SomaLogic Special Meeting was originally scheduled. Although it is not currently expected, the SomaLogic Board may postpone the SomaLogic Special Meeting for the purpose of soliciting additional proxies if SomaLogic has not received sufficient proxies to constitute a quorum or sufficient votes for approval of the SomaLogic Merger Proposal. If the SomaLogic Special Meeting is postponed for the purpose of soliciting additional proxies, stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use.

Attending the SomaLogic Special Meeting

In order to attend the SomaLogic Special Meeting, you must visit . Upon entry of your control number and other required information, you will receive further instructions via email providing you access to the SomaLogic Special Meeting and the ability to vote and submit questions during the SomaLogic Special Meeting.

As part of the attendance process, you must enter the control number located on your proxy card or in the instructions that accompanied your proxy materials. If you are a beneficial owner of SomaLogic Common Stock registered in the name of a broker, bank or other nominee, you may also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the attendance process.

On the day of the SomaLogic Special Meeting, stockholders may begin to log in to the virtual-only SomaLogic Special Meeting fifteen minutes prior to the SomaLogic Special Meeting. The SomaLogic Special Meeting will begin promptly at Mountain Time.

Technicians will be ready to assist you with any technical difficulties you may have accessing the SomaLogic Special Meeting. If you encounter any difficulties accessing the virtual-only SomaLogic Special Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

Stockholder List

A list of SomaLogic stockholders entitled to vote at the SomaLogic Special Meeting will be available for inspection for any purpose germane to the SomaLogic Special Meeting for a period of at least 10 days prior to the SomaLogic Special Meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the SomaLogic Special Meeting, or (ii) during ordinary business hours, at SomaLogic’s principal executive office, located at 2945 Wilderness Place, Boulder, CO 80301.

Assistance

If you need assistance in completing your proxy card or have questions regarding the SomaLogic Special Meeting, please contact Morrow Sodali, SomaLogic’s proxy solicitor. Stockholders may call toll-free at (800) 662-5200 or email at SLGC@info.morrowsodali.com. Brokers and banks may call toll-free at (203) 658-9400.

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SOMALOGIC PROPOSALS

SomaLogic Proposal 1: The SomaLogic Merger Proposal

SomaLogic stockholders are asked to adopt the Merger Agreement that it has entered into with Standard BioTools and Merger Sub. SomaLogic stockholders should carefully read this joint proxy statement/prospectus in its entirety, including the documents incorporated by reference and the Merger Agreement, for more detailed information concerning the Merger Agreement and the SomaLogic Merger Proposal. For a summary and detailed information regarding this SomaLogic Merger Proposal, see the information about the Merger and the Merger Agreement throughout this joint proxy statement/prospectus, including the information set forth in the sections entitled “The Merger” and “The Merger Agreement” beginning on pages 76 and 141, respectively, of this joint proxy statement/prospectus. A copy of the Merger Agreement dated as of October 4, 2023, by and among Standard BioTools, SomaLogic and Merger Sub, is attached as Annex A to this joint proxy statement/prospectus.

Approval of the SomaLogic Merger Proposal is a condition to the consummation of the Merger. If the SomaLogic Merger Proposal is not approved, the Merger will not occur. Approval of the SomaLogic Merger Proposal requires the affirmative vote of the holders of a majority of all outstanding shares of SomaLogic Common Stock entitled to vote at the SomaLogic Special Meeting. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. See “The Merger — SomaLogic’s Reasons for the Merger; Recommendation of the SomaLogic Board” beginning on page 97 of this joint proxy statement/prospectus.

The SomaLogic Board reviewed and evaluated the Merger, the Merger Agreement and the transactions contemplated thereby, including the SomaLogic Merger Proposal, and considered and evaluated alternatives available to SomaLogic. The SomaLogic Board unanimously determined by vote of all participating directors that the Merger and the Merger Agreement were advisable and in the best interests of SomaLogic and its stockholders, approved the Merger Agreement and recommended that SomaLogic stockholders adopt the Merger Agreement.

The SomaLogic Board unanimously recommends by vote of all participating directors that SomaLogic stockholders vote “FOR” the SomaLogic Merger Proposal to adopt the Merger Agreement.

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SomaLogic Proposal 2: The SomaLogic Adjournment Proposal

SomaLogic stockholders are asked to approve adjournments of the SomaLogic Special Meeting from time to time, if necessary or appropriate, to solicit additional affirmative votes in favor of the SomaLogic Merger Proposal if there are insufficient votes at the time of such adjournment to approve the SomaLogic Merger Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to SomaLogic stockholders. The Merger Agreement provides that the SomaLogic Special Meeting will not be postponed or adjourned to a date that is more than 30 days after the date for which the SomaLogic Special Meeting was originally scheduled. Consummation of the Merger is not conditioned on the approval of this SomaLogic Adjournment Proposal.

If the SomaLogic stockholders approve this SomaLogic Adjournment Proposal, SomaLogic could adjourn or postpone the SomaLogic Special Meeting, and any adjourned or postponed session of the SomaLogic Special Meeting and use the additional time to solicit additional proxies for the approval of the SomaLogic Merger Proposal.

If, at the SomaLogic Special Meeting, the number of shares of SomaLogic Common Stock present in person or by proxy and voting in favor of the SomaLogic Merger Proposal is not sufficient to approve that proposal, SomaLogic may move to adjourn the Special Meeting in order to enable the SomaLogic Board to solicit additional proxies for the approval of the SomaLogic Merger Proposal. In that event, the SomaLogic stockholders will be asked to vote only upon the SomaLogic Adjournment Proposal, and not the SomaLogic Merger Proposal. The approval of the SomaLogic Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast on such proposal at the SomaLogic Special Meeting. If you abstain from voting on the SomaLogic Adjournment Proposal, it will have no effect on the outcome of the vote for the SomaLogic Adjournment Proposal. If you fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have no effect on the outcome of the vote for the SomaLogic Adjournment Proposal.

The SomaLogic Adjournment Proposal relates only to adjournments of the SomaLogic Special Meeting occurring for purposes of soliciting additional proxies for approval of SomaLogic Merger Proposal in the event that there are insufficient votes to approve that proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to SomaLogic stockholders. SomaLogic may also choose to (i) adjourn the meeting at any time or (ii) postpone the meeting before it is convened without stockholder approval, in each case under the authority provided by the SomaLogic Bylaws and Delaware law. In the case that a quorum is not present at the SomaLogic Special Meeting, the SomaLogic Bylaws provide that the meeting may be adjourned by either (i) the person presiding over the Special Meeting or (ii) a majority in voting power of the SomaLogic stockholders entitled to vote at the Special Meeting, present in person, or by remote communication, if applicable, or represented by proxy. If a quorum is not present at the SomaLogic Special Meeting, each vote cast in favor of the SomaLogic Adjournment Proposal will also count as a vote cast in favor of adjourning the meeting.

The SomaLogic Board unanimously recommends by vote of all participating directors that SomaLogic stockholders vote “FOR” the SomaLogic Adjournment Proposal.

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THE STANDARD BIOTOOLS SPECIAL MEETING

Date, Time, and Place of the Standard BioTools Special Meeting

The Standard BioTools Special Meeting will be held at , local time, on , 2023, entirely online by accessing . On or about , 2023, Standard BioTools commenced mailing this joint proxy statement/prospectus and the enclosed form of proxy card to its stockholders entitled to vote at the Standard BioTools Special Meeting.

Purpose of the Standard BioTools Special Meeting

At the Standard BioTools Special Meeting, Standard BioTools stockholders will be asked to consider and vote upon the following proposals:

Standard BioTools Share Issuance Proposal;

Standard BioTools Charter Amendment Proposal;

Standard BioTools Advisory Compensation Proposal;

Standard BioTools Equity Incentive Plan Amendment Proposal; and

Standard BioTools Adjournment Proposal.

Recommendation of the Standard BioTools Board

The Standard BioTools Board recommends that the Standard BioTools stockholders vote “FOR” the Standard BioTools Share Issuance Proposal, “FOR” the Standard BioTools Charter Amendment Proposal, “FOR” the Standard BioTools Advisory Compensation Proposal, “FOR” the Standard BioTools Equity Incentive Plan Amendment Proposal, and “FOR” the Standard BioTools Adjournment Proposal. See “The Merger — Standard BioTools’ Reasons for the Merger; Recommendation of the Standard BioTools Board” beginning on page 93 of this joint proxy statement/prospectus.

Consummation of the Merger is conditioned on approval of the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal. Consummation of the Merger is not conditioned on the approval of the Standard BioTools Advisory Compensation Proposal, the Standard BioTools Equity Incentive Plan Amendment Proposal and/or the Standard BioTools Adjournment Proposal.

Record Date for the Standard BioTools Special Meeting and Quorum

Record Date

Only holders of record of Standard BioTools Common Stock, Standard BioTools’ Series B-1 preferred stock (the “Series B-1 Preferred Stock”) and Standard BioTools’ Series B-2 preferred stock (the “Series B-2 Preferred Stock,” and together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”) at 5:00 p.m. U.S. Eastern Time on , the record date for the Standard BioTools Special Meeting, will be entitled to notice of, and to vote at, the Standard BioTools Special Meeting or any postponements or adjournments thereof. Each share of Standard BioTools Common Stock entitles the holder thereof to cast one vote on each matter that comes before the Standard BioTools Special Meeting. Each holder of Series B-1 Preferred Stock or Series B-2 Preferred Stock is entitled to the number of votes per share of Series B-1 Preferred Stock and Series B-2 Preferred Stock calculated in accordance with the Certificates of Designations filed herewith as Exhibits 3.6 and 3.7, respectively.

As of the Standard BioTools Record Date, there were shares of Standard BioTools Common Stock and shares of Series B Preferred Stock outstanding and entitled to vote at the Standard BioTools Special Meeting.

Quorum

In order for business to be conducted at the Standard BioTools Special Meeting, a quorum must be present. A quorum will be present at the Standard BioTools Special Meeting if the holders of a majority of

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the shares of Standard BioTools capital stock issued and outstanding and entitled to vote as of the close of business on the Standard BioTools Record Date are present virtually at the Standard BioTools Special Meeting or represented by proxy. Abstentions (Standard BioTools shares for which proxies have been received but for which the holders have abstained from voting or as to which the holder attends the Standard BioTools Special Meeting but does not vote) will be counted as present and entitled to vote for purposes of determining a quorum. A failure to instruct your bank, broker or other nominee will result in your shares not being included in the calculation of the number of shares of Standard BioTools capital stock represented at the Standard BioTools Special Meeting for purposes of determining whether a quorum has been achieved. However, your shares of Standard BioTools capital stock will be counted toward determining whether a quorum is present if you instruct your bank, broker or other nominee on how to vote your shares of Standard BioTools capital stock with respect to one or more of the Standard BioTools Proposals.

Required Vote

Approval by Standard BioTools stockholders of the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal is a condition to the consummation of the Merger. If the Standard BioTools Share Issuance Proposal or the Standard BioTools Charter Amendment Proposal is not approved, the Merger will not be consummated. Approval by the Standard BioTools stockholders of the Standard BioTools Advisory Compensation Proposal, the Standard BioTools Equity Incentive Plan Amendment Proposal and/or the Standard BioTools Adjournment Proposal is not a condition to the consummation of the Merger.

Required Vote to Approve the Standard BioTools Share Issuance Proposal

Approval of the Standard BioTools Share Issuance Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the Standard BioTools Special Meeting and entitled to vote on the subject matter.

Required Vote to Approve the Standard BioTools Charter Amendment Proposal

Approval of the Standard BioTools Charter Amendment Proposal requires the affirmative vote of the majority of the votes cast on such proposal at the Standard BioTools Special Meeting.

Required Vote to Approve the Standard BioTools Advisory Compensation Proposal

Approval of the Standard BioTools Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the Standard BioTools Special Meeting and entitled to vote on the subject matter. Because the vote on the Standard BioTools Advisory Compensation Proposal is advisory only, it will not be binding on Standard BioTools.

Required Vote to Approve the Standard BioTools Equity Incentive Plan Amendment Proposal

Approval of the Standard BioTools Equity Incentive Plan Amendment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the Standard BioTools Special Meeting and entitled to vote on the subject matter.

Required Vote to Approve the Standard BioTools Adjournment Proposal

Approval of the Standard BioTools Adjournment Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the Standard BioTools Special Meeting and entitled to vote on the subject matter.

Standard BioTools Voting Agreements

Simultaneously with the execution of the Merger Agreement, Standard BioTools entered into voting agreements with its directors and officers (excluding Eli Casdin) and Viking (in its capacity as a stockholder of Standard BioTools), which collectively owned beneficially and of record, approximately 16% of the

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outstanding shares of Standard BioTools capital stock, pursuant to which such stockholders have agreed, among other things, to vote the shares of Standard BioTools capital stock. owned by such stockholders in favor of the Standard BioTools Share Issuance Proposal, the Standard BioTools Charter Amendment Proposal and the Standard BioTools Equity Incentive Plan Amendment Proposal and, if necessary, the Standard BioTools Adjournment Proposal and against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Merger.

Voting by Standard BioTools’ Directors and Executive Officers

As of the Standard BioTools Record Date, directors and executive officers of Standard BioTools and their affiliates owned and were entitled to vote shares of Standard BioTools Common Stock, representing approximately % of the Standard BioTools Common Stock outstanding on that date, and shares of Series B Preferred Stock, representing approximately % of the Series B Preferred Stock.

See “The Merger — Standard BioTools Voting Agreements” for a description of voting agreements entered into by Standard BioTools’ directors and executive officers (excluding Eli Casdin) and Viking, in its capacity as a stockholder of Standard BioTools.

Voting of Proxies; Incomplete Proxies

If you are a stockholder of record of Standard BioTools Common Stock or Series B Preferred Stock as of the Standard BioTools Record Date, a proxy card is enclosed for your use. Standard BioTools requests that Standard BioTools stockholders sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope. Standard BioTools stockholders may also authorize a proxy to vote their Standard BioTools Common Stock or Series B Preferred Stock by telephone or through the Internet. Information and applicable deadlines for authorizing a proxy to vote by telephone or through the Internet are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the Standard BioTools Common Stock or Series B Preferred Stock represented by it will be voted at the Standard BioTools Special Meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy.

If a proxy is signed and returned without an indication as to how the Standard BioTools Common Stock or Series B Preferred Stock represented by the proxy are to be voted with regard to a particular proposal, the Standard BioTools Common Stock or Series B Preferred Stock represented by the proxy will be voted in favor of each such proposal, as applicable, in accordance with the recommendation of the Standard BioTools Board. In accordance with the Standard BioTools Bylaws and the DGCL, except as otherwise required by law, business transacted at the Standard BioTools Special Meeting will be limited to those matters set forth in the notice of the meeting.

Failures to Vote, Broker Non-Votes, and Abstentions

If you hold your Standard BioTools shares in a stock brokerage account or if your Standard BioTools shares are held by a bank, broker, or other nominee (that is, in “street name”), you must provide the record holder of your shares with instructions on how to vote your Standard BioTools shares. Please follow the voting instructions provided by your bank, broker, or other nominee. Please note that you are not permitted to vote Standard BioTools shares held in “street name” by returning a proxy card directly to Standard BioTools or by voting virtually at the Standard BioTools Special Meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker, or other nominee. Obtaining a legal proxy may take several days. Further, brokers who hold Standard BioTools shares on behalf of their customers may not give a proxy to Standard BioTools to vote those shares without specific instructions from their customers.

Accordingly, if your bank, broker, or other nominee holds your Standard BioTools shares in “street name” as of the Standard BioTools Record Date and you fail to instruct your bank, broker, or other nominee

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to vote your Standard BioTools shares, your bank, broker or other nominee will not be permitted to vote on your behalf on the Standard BioTools Proposals and your Standard BioTools shares will not be counted towards determining whether a quorum is present. Your Standard BioTools shares will, however, be counted toward determining whether a quorum is present if you instruct your bank, broker or other nominee on how to vote your Standard BioTools shares with respect to each of the Standard BioTools Proposals.

Even if your Standard BioTools shares are held in “street name,” you are welcome to attend the Standard BioTools Special Meeting. If your Standard BioTools shares are held in street name, you may not vote your Standard BioTools shares virtually at the Standard BioTools Special Meeting unless you obtain a proxy, executed in your favor, from the holder of record (i.e., your bank, broker, or other nominee). If you hold your Standard BioTools shares in “street name” and wish to vote virtually at the Standard BioTools Special Meeting, please contact your bank, broker or other nominee before the Standard BioTools Special Meeting to obtain the necessary proxy from the holder of record.

Under Nasdaq rules, brokers do not have discretionary authority to vote on non-routine matters. A “broker non-vote” occurs when a broker submits a proxy that states that the broker votes for at least one proposal but does not vote for proposals on non-routine matters because the broker has not received instructions from the beneficial owners on how to vote and thus does not have discretionary authority to vote on those proposals. Because all of the matters to be considered at the Standard BioTools Special Meeting are non-routine and brokers will not have discretionary authority to vote on any of the Standard BioTools Proposals, Standard BioTools does not expect to receive any broker non-votes. If broker non-votes were received, they would not have any impact on the outcome of the Standard BioTools Proposals.

Abstentions (virtually or by proxy) will have the same effect as a vote “AGAINST” the Standard BioTools Proposals (other than the Standard BioTools Charter Amendment Proposal) and will have no effect on the outcome of the vote for the Standard BioTools Charter Amendment Proposal. If you fail to submit a proxy or fail to vote at the Standard BioTools Special Meeting it will have no effect on the outcome of the vote for the Standard BioTools Proposals.

Revocability of Proxies and Changes to a Standard BioTools Stockholder’s Vote

If you are a holder of record of Standard BioTools shares on the Standard BioTools Record Date, you have the power to revoke your proxy at any time before your proxy is exercised at the Standard BioTools Special Meeting. You can revoke your proxy in one of three ways:

•

sending a written notice of revocation that is received by Standard BioTools prior to 11:59 p.m., U.S. Eastern Time, on the day preceding the Standard BioTools Special Meeting, stating that you would like to revoke your proxy, to Standard BioTools’ Corporate Secretary at Standard BioTools Inc., 2 Tower Place, Suite 2000, South San Francisco, California 94080, Attn: Corporate Secretary;

•

submitting a new proxy bearing a later date (by Internet, telephone or mail) that is received by Standard BioTools prior to 11:59 p.m., U.S. Eastern Time, on the day preceding the Standard BioTools Special Meeting; or

•

attending the Standard BioTools Special Meeting and voting virtually or bringing a written notice of revocation to the Secretary of the Standard BioTools Special Meeting prior to the voting at the Standard BioTools Special Meeting (your attendance at the meeting will not, by itself, revoke your proxy; you must vote virtually by ballot at the meeting to change your vote or submit a written notice of revocation to revoke your proxy). Attending the Standard BioTools Special Meeting will not automatically revoke a proxy that was submitted through the Internet or by telephone or mail. If you wish to change your vote at the Standard BioTools Special Meeting, you must vote by ballot at such meeting to change your vote, or if you wish to revoke your vote at the Standard BioTools Special Meeting you must bring a written notice of revocation to the Secretary of the Standard BioTools Special Meeting prior to the voting of the Standard BioTools Special Meeting.

If you are a Standard BioTools stockholder whose shares are held in “street name” by a bank, broker, or other nominee, you may revoke your proxy and vote your Standard BioTools shares virtually at the Standard BioTools Special Meeting only in accordance with applicable rules and procedures as employed by

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such bank, broker, or other nominee. If your shares are held in an account at a bank, broker, or other nominee, you should contact your bank, broker, or other nominee to change your vote.

Solicitation of Proxies

The cost of the solicitation of proxies from Standard BioTools stockholders will be borne by Standard BioTools. In addition to solicitations by mail, Standard BioTools’ directors, officers and employees may solicit proxies personally, by telephone, by facsimile or otherwise, without additional compensation. Standard BioTools will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of Standard BioTools shares held of record on the Standard BioTools Record Date and will provide customary reimbursement to such firms for the cost of forwarding these materials. Standard BioTools has retained Alliance Advisors, LLC (“Alliance Advisors”) to assist in the solicitation of proxies and has agreed to pay them a fee of approximately $25,000, plus reasonable and documented expenses, for these services.

Adjournments

Although it is not currently expected, the Standard BioTools Special Meeting may be adjourned for the purpose of soliciting additional proxies if Standard BioTools has not received sufficient proxies to constitute a quorum or sufficient votes for approval of the Standard BioTools Share Issuance Proposal and the Standard BioTools Charter Amendment Proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Standard BioTools stockholders. Pursuant to the Standard BioTools Bylaws, notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which adjournment is taken. If the Standard BioTools Special Meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use. The Merger Agreement provides that the Standard BioTools Special Meeting will not be adjourned to a date that is more than an aggregate of 30 days after the date for which the Standard BioTools Special Meeting was originally scheduled.

Postponements

At any time prior to convening the Standard BioTools Special Meeting, the Standard BioTools Board may postpone the meeting for any reason without the approval of the Standard BioTools stockholders. The Merger Agreement provides that the Standard BioTools Special Meeting will not be postponed to a date that is more than 10 business days after the date for which the Standard BioTools Special Meeting was originally scheduled without the consent of SomaLogic. Although it is not currently expected, the Standard BioTools Board may postpone the Standard BioTools Special Meeting for the purpose of soliciting additional proxies if Standard BioTools has not received sufficient proxies to constitute a quorum or sufficient votes for approval of the Standard BioTools Share Issuance Proposal. If the Standard BioTools Special Meeting is postponed for the purpose of soliciting additional proxies, stockholders who have already sent in their proxies will be allowed to revoke them at any time prior to their use.

Attending the Standard BioTools Special Meeting

Subject to space availability and certain security procedures, all Standard BioTools stockholders as of the Standard BioTools Record Date, or their duly appointed proxies, may attend the Standard BioTools Special Meeting. Each person attending the Standard BioTools Special Meeting must have proof of ownership of Standard BioTools shares, as well as a valid government-issued photo identification, such as a driver’s license or passport, to be admitted to the meeting. If you hold your Standard BioTools shares in your name as a stockholder of record, you will need proof of ownership of Standard BioTools shares. If your Standard BioTools shares are held in “street name” in the name of a bank, broker, or other nominee and you plan to attend the Standard BioTools Special Meeting, you must present proof of your ownership of Standard BioTools shares, such as a bank or brokerage account statement, to be admitted to the meeting.

Stockholder List

A list of Standard BioTools stockholders entitled to vote at the Standard BioTools Special Meeting will be available for inspection for any purpose germane to the Standard BioTools Special Meeting for a

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period of at least 10 days prior to the Standard BioTools Special Meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the Standard BioTools Special Meeting, or (ii) during ordinary business hours, at Standard BioTools’ corporate office, located at 2 Tower Place, Suite 2000, South San Francisco, California 94080.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Standard BioTools Special Meeting, please contact Alliance Advisors, the proxy solicitor for Standard BioTools, by telephone toll-free at (800) 574-5969.

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STANDARD BIOTOOLS PROPOSALS

Standard BioTools Proposal 1: The Standard BioTools Share Issuance Proposal

Standard BioTools stockholders are asked to approve the issuance of Standard BioTools Common Stock to SomaLogic stockholders in connection with the Merger in accordance with Nasdaq Listing Rule 5625(a). Standard BioTools stockholders should carefully read this joint proxy statement/prospectus in its entirety, including the documents incorporated by reference, and the Merger Agreement, for more detailed information concerning the Merger Agreement and the Standard BioTools Share Issuance Proposal. For a detailed discussion of the terms of the Merger Agreement and the Merger, including the proposed Standard BioTools share issuance, see the information about the Merger and the Merger Agreement throughout this joint proxy statement/prospectus, including the information set forth in sections entitled “The Merger” and “The Merger Agreement” beginning on pages 76 and 141, respectively, of this joint proxy statement/prospectus. A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

Approval of the Standard BioTools Share Issuance Proposal is a condition to the consummation of the Merger. If the Standard BioTools Share Issuance Proposal is not approved, the Merger will not occur. For a detailed discussion of the conditions of the Merger, see “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 145 of this joint proxy statement/prospectus.

The approval of the Standard BioTools Share Issuance Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the Standard BioTools Special Meeting and entitled to vote on the subject matter. Abstentions will have the same effect as a vote “AGAINST” the Standard BioTools Share Issuance Proposal. If you fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have no effect on the outcome of the vote for the Standard BioTools Share Issuance Proposal.

The Standard BioTools Board formed a transaction committee (the “Standard BioTools Transaction Committee”) of three independent directors as further described in “The Merger — Background of the Merger” beginning on page 76 of this joint proxy statement/prospectus. The Standard BioTools Board, upon the unanimous recommendation of the Standard BioTools Transaction Committee, unanimously determined by vote of all participating directors that the Merger Agreement and the Merger are advisable and in the best interests of Standard BioTools and its stockholders, adopted and approved the Merger Agreement and transactions contemplated thereby, and recommended that Standard BioTools stockholders approve the Standard BioTools Share Issuance Proposal.

The Standard BioTools Board unanimously recommends by vote of all participating directors that Standard BioTools stockholders vote “FOR” the Standard BioTools Share Issuance Proposal.

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Standard BioTools Proposal 2: The Standard BioTools Charter Amendment Proposal

Standard BioTools stockholders are asked to approve an amendment to the Standard BioTools Charter to increase the number of authorized shares of Standard BioTools Common Stock from 400,000,000 shares to 600,000,000 shares. A copy of the proposed amendment is attached as Annex D to this joint proxy statement/prospectus.

In connection with the Merger, Standard BioTools will be required to issue shares of Standard BioTools Common Stock to SomaLogic stockholders pursuant to the terms of the Merger Agreement. Additionally, as a result of the Merger, Standard BioTools may be required to issue additional shares of Standard BioTools Common Stock in satisfaction of certain obligations of the combined company, as described herein. Further, if the Standard BioTools Equity Incentive Plan Amendment Proposal is approved, Standard BioTools will reserve additional shares of Standard BioTools Common Stock for future issuance under the A&R 2011 Plan. Given the foregoing, the Standard BioTools Board believes the increase in the number of authorized shares of Standard BioTools Common Stock contemplated by the Standard BioTools Charter Amendment Proposal is necessary to ensure an adequate number of shares of Standard BioTools Common Stock are available for the: (i) issuance of shares of Standard BioTools Common Stock to SomaLogic stockholders pursuant to the terms of the Merger Agreement, (ii) future issuance of shares of Standard BioTools Common Stock under the A&R 2011 Plan and the SomaLogic Plans being assumed by Standard BioTools as a result of the Merger, (iii) future issuance of shares of Standard BioTools Common Stock underlying Assumed SomaLogic Awards, (iv) future issuance of shares of Standard BioTools Common Stock underlying SomaLogic Warrants and (v) future issuance of shares of Standard BioTools Common Stock in satisfaction of milestone consideration that may become payable by Standard BioTools pursuant to the Palamedrix Merger Agreement (as defined below).

In addition, the Standard BioTools Board believes the increase in the number of authorized shares of Standard BioTools Common Stock contemplated by the Standard BioTools Charter Amendment Proposal is necessary to ensure there will be sufficient shares available for issuance in connection with possible future acquisitions, equity and equity-based financings, possible future awards under employee benefit plans and other corporate purposes.

Except as described herein, Standard BioTools does not currently have any plans, proposals or arrangement to issue any of its authorized but unissued shares of Standard BioTools Common Stock.

The proposed amendment would not increase or otherwise affect the Standard BioTools authorized preferred stock, nor would it have any effect on par value. The Standard BioTools Common Stock is all of a single class, with equal voting, distribution, liquidation and other rights. The additional Standard BioTools Common Stock to be authorized by adoption of the amendment would have rights identical to the currently outstanding Standard BioTools Common Stock. The Standard BioTools stockholders do not have preemptive rights with respect to the Standard BioTools Common Stock, nor do they have cumulative voting rights. Accordingly, should the Standard BioTools Board issue additional shares of Standard BioTools Common Stock, existing stockholders would not have any preferential rights to purchase any of such shares, and their percentage ownership of the then outstanding common stock could be reduced.

If the stockholders approve the Standard BioTools Charter Amendment Proposal, subject to the discretion of the Standard BioTools Board, Standard BioTools will file the amendment to the Standard BioTools Charter with the Secretary of State of the State of Delaware as soon as practicable thereafter.

Standard BioTools will not solicit further authorization by vote of the stockholders for the issuance of the additional shares of Standard BioTools Common Stock proposed to be authorized, except as required by law, regulatory authorities or rules of The Nasdaq Stock Market or any other stock exchange on which the shares of Standard BioTools Common Stock may then be listed. The issuance of additional shares of Standard BioTools Common Stock could have the effect of diluting existing stockholder earnings per share, book value per share and voting power.

Approval of the Standard BioTools Charter Amendment Proposal is a condition to the consummation of the Merger. If the Standard BioTools Charter Amendment Proposal is not approved, the Merger will not occur. For a detailed discussion of the conditions of the Merger, see “The Merger Agreement — Conditions to Consummation of the Merger” beginning on page 99 of this joint proxy statement/prospectus.

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The approval of the Standard BioTools Charter Amendment Proposal requires the affirmative vote of the majority of the votes cast on such proposal at the Standard BioTools Special Meeting. Abstentions will have no effect on the outcome of the vote on such proposal. If you fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have no effect on the outcome of the vote for the Standard BioTools Charter Amendment Proposal.

The Standard BioTools Board, upon the unanimous recommendation of the Standard BioTools Transaction Committee, unanimously recommended by vote of all participating directors that Standard BioTools stockholders approve the Standard BioTools Charter Amendment Proposal.

The Standard BioTools Board unanimously recommends by vote of all participating directors that Standard BioTools stockholders vote “FOR” the Standard BioTools Charter Amendment Proposal.

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Standard BioTools Proposal 3: The Standard BioTools Advisory Compensation Proposal

Standard BioTools stockholders are asked to approve, pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, on a non-binding, advisory basis, of the compensation that will or may be payable to Standard BioTools’ named executive officers and to SomaLogic’s Chief Executive Officer in connection with the Merger as disclosed in the section entitled “The Merger — Interests of Standard BioTools Directors and Executive Officers in the Merger — Quantification of Potential Payments to Standard BioTools Named Executive Officers and SomaLogic’s Chief Executive Officer in Connection with the Merger” beginning on page 127 of this joint proxy statement/prospectus. The Standard BioTools Advisory Compensation Proposal gives Standard BioTools stockholders the opportunity to express their views on the Merger-related compensation of Standard BioTools’ named executive officers and to SomaLogic’s Chief Executive Officer.

Accordingly, Standard BioTools is asking its stockholders to vote “FOR” the adoption of the following resolution, on a non-binding, advisory basis:

“RESOLVED, that the compensation that will or may be paid or become payable to Standard BioTools’ named executive officers and to SomaLogic’s Chief Executive Officer in connection with the Merger, and the agreements or understandings pursuant to which such compensation will or may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “The Merger — Interests of Standard BioTools Directors and Executive Officers in the Merger — Quantification of Potential Payments to Standard BioTools Named Executive Officers and SomaLogic’s Chief Executive Officer in Connection with the Merger” of the joint proxy statement/prospectus for this meeting is hereby APPROVED.”

Because the vote on the Standard BioTools Advisory Compensation Proposal is advisory only, it will not be binding on Standard BioTools. If the Merger is completed, the Merger-related compensation may be paid to Standard BioTools’ named executive officers and to SomaLogic’s Chief Executive Officer to the extent payable in accordance with the terms of the compensation agreements and arrangements even if stockholders fail to approve the Standard BioTools Advisory Compensation Proposal. If you fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have no effect on the outcome of the vote for the Standard BioTools Advisory Compensation Proposal.

The approval of the Standard BioTools Advisory Compensation Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy at the Standard BioTools Special Meeting and entitled to vote on the subject matter. Abstentions will have the same effect as a vote “AGAINST” the Standard BioTools Advisory Compensation Proposal.

The Standard BioTools Board unanimously recommends by vote of all participating directors that Standard BioTools stockholders vote “FOR” the Standard BioTools Advisory Compensation Proposal.

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Standard BioTools Proposal 4: The Standard BioTools Equity Incentive Plan Amendment Proposal

The Standard BioTools Board has determined that it is necessary and appropriate to amend the Standard BioTools Amended and Restated 2011 Equity Incentive Plan, as amended (the “A&R 2011 Plan”), to increase the number of shares of Standard BioTools Common Stock reserved for issuance under the A&R 2011 Plan by 15,000,000 shares (the “Amendment”), pursuant to which the combined company will be able to make grants of equity-based awards to employees, officers, directors and consultants of the combined company following the Closing of the Merger. Standard BioTools stockholders are being asked to approve the Amendment. Other than the Amendment, no material changes will be made to the A&R 2011 Plan.

The combined company will have a substantially larger number of employees who are eligible to receive equity-based awards, and the Standard BioTools Board believes that the Amendment is needed to ensure that the combined company has a sufficient number of shares available pursuant to the A&R 2011 Plan to make these grants following the Closing of the Merger. The Standard BioTools stockholders previously approved an amendment to the A&R 2011 Plan at the Standard BioTools 2023 Annual Meeting of the Stockholders, and Standard BioTools seeks, in connection with the Merger and contingent on the closing of the transactions contemplated by the Merger Agreement and subject to the approval of the stockholders of the Standard BioTools Equity Incentive Plan Amendment Proposal, to again increase the number of shares reserved for issuance under the A&R 2011 Plan. A copy of the A&R 2011 Plan, as amended by the Amendment, is attached as Annex E to this joint proxy statement/prospectus. If the Amendment is not approved by the stockholders, the A&R 2011 Plan will continue by its terms, without the Amendment, and will terminate automatically on June 14, 2033.

Background

Before the Amendment, the aggregate number of shares of Standard BioTools Common Stock reserved for issuance under the A&R 2011 Plan during its entire term was 19,188,924, plus any shares forfeited under pre-existing equity incentive plans after the effectiveness of the A&R 2011 Plan. As of September 30, 2023, 16,871,721 shares of Standard BioTools Common Stock were subject to outstanding awards granted under all of the Standard BioTools equity plans and 6,946,597 shares of Standard BioTools Common Stock were available for issuance under all of the Standard BioTools equity plans.

On June 14, 2023, the Standard BioTools stockholders approved an amendment to the A&R 2011 Plan to increase the number of shares of Standard BioTools Common Stock reserved thereunder by 4,700,000 shares, which was expected to provide a sufficient number of shares for approximately one year. As a result of the Merger, the number of eligible participants in the A&R 2011 Plan is expected to increase significantly. As of September 30, 2023, Standard BioTools had six non-employee directors, approximately 73 consultants, and approximately 530 employees (including our employee director). As of the Effective Time, the combined company is expected to have six non-employee directors, approximately 104 consultants and approximately 953 employees.

In determining and recommending the increase to the share reserve under the A&R 2011 Plan, the Standard BioTools Board carefully considered a number of factors, including the impact of the Merger on the number of eligible plan participants, anticipated future equity needs, historical equity compensation practices, dilutive impact, burn rate, and plan duration. The number of additional shares being requested for authorization under the A&R 2011 Plan is 15,000,000 shares. If the Amendment to the A&R 2011 Plan is approved by the Standard BioTools stockholders, Standard BioTools will have, in the aggregate, 21,946,597 shares available for issuance under all of the Standard BioTools equity plans, of which 181,457 are available for issuance to only newly hired employees pursuant to the 2022 Inducement Equity Incentive Plan (the “2022 Inducement Plan”). Under the Merger Agreement, at the Effective Time of the Merger, Standard BioTools will assume the SomaLogic 2021 Omnibus Incentive Plan, 2017 Equity Incentive Plan, 2009 Equity Incentive Plan and any stand-alone equity agreements (the “SomaLogic Plans”) and each SomaLogic Stock Option, whether or not issued under a SomaLogic Plan, to the extent then outstanding and unexercised, and each outstanding SomaLogic RSU will automatically, without any action on the part of the holders thereof, be assumed by Standard BioTools. Standard BioTools does not plan to issue new awards under the SomaLogic Plans following the Merger.

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Historical Grant Practices. The Standard BioTools Board considered the historical numbers of stock options, RSUs, performance-based stock options, and performance-based RSUs that it has granted in the past three years. The share usage in 2022 was higher than historical practice due to the staking grants provided in connection with the investments made by Casdin and Viking into Standard BioTools. The annual share usage, or burn rate, under the Standard BioTools equity compensation program for the last three years was as follows:

Annual Share Usage Average	2020		2021		2022		Three-Year
Stock options granted		117,202		92,412		7,809,969		2,673,194
Non-performance RSUs granted		3,787,648		3,294,511		6,769,474		4,617,211
Non-performance RSUs vested		1,139,053		2,225,372		2,462,553		1,942,326
Performance-based stock options granted		—		—		—		—
Performance-based RSUs granted		509,082		416,442		—		308,508
Performance-based RSUs vested		3,957		133,484		—		45,814
Total equity awards granted(1)		4,413,932		3,803,365		14,579,443		7,598,913
Basic weighted average shares of common stock outstanding as of December 31		72,043,755		75,785,857		78,304,653		75,378,088
Annual share usage		3,561,210		2,863,922		9,973,647		5,466,260

(1)

Represents stock options, performance-based stock options, RSUs, and performance-based RSUs.

Forecasted Grant Practices. Based on historical grant practices and including the anticipated grants of annual employee equity awards, new hire equity grants and performance-based long-term incentive awards described above (including in the combined company), Standard BioTools currently forecasts granting equity awards covering approximately 15,000,000 shares to employees of the combined company and other eligible participants over the next 18-month period from the date of this joint proxy statement/prospectus, which is equal to approximately 10% of the fully diluted number of shares of Standard BioTools Common Stock outstanding as of September 30, 2023 and 3% of the fully diluted number of shares of Standard BioTools Common Stock immediately following the Merger (based on the number of outstanding shares of SomaLogic Common Stock and outstanding equity awards under the SomaLogic Plans as of November 6, 2023). In light of this forecast, Standard BioTools believes, and the Standard BioTools Board considered, that the requested increase to the A&R 2011 Plan’s share reserve will provide a sufficient number of shares to allow Standard BioTools to grant equity awards for the purpose of expected annual awards, new hires, focal awards, any special retention needs and employee growth through any opportunistic acquisitions or hiring for approximately 18 months. However, circumstances could alter this projection, such as a change in business conditions, stock price, competitive pressures for attracting and retaining employees, or Standard BioTools’ strategy.

Awards Outstanding Under Existing Grants and Dilutive Impact. As of September 30, 2023, Standard BioTools had outstanding equity awards under the A&R 2011 Plan, the 2022 Inducement Plan and prior plans covering approximately 16,871,721 shares, assuming performance awards are earned at maximum achievement (the “Standard BioTools Awards”). These Standard BioTools Awards (commonly referred to as the “existing overhang”), together with the 4,982,778 shares of Standard BioTools Common Stock currently available for grant under the A&R 2011 Plan represented approximately 23% of the fully diluted number of shares of Standard BioTools Common Stock as of September 30, 2023. Under the Merger Agreement, at the Effective Time of the Merger, Standard BioTools will assume the SomaLogic Plans and each SomaLogic Stock Option, to the extent then outstanding and unexercised, and each outstanding SomaLogic RSU will automatically, without any action on the part of the holders thereof, be assumed by Standard BioTools (the “Assumed SomaLogic Awards”). Following the Merger, the Assumed SomaLogic Awards, together with the Standard BioTools Awards and the 4,982,778 shares of Standard BioTools Common Stock currently available for grant under the A&R 2011 Plan represented approximately 16% of the fully diluted number of shares of Standard BioTools Common Stock immediately following the Merger (based on the number of outstanding shares of SomaLogic Common Stock and outstanding equity awards under the SomaLogic Plans as of November 6, 2023) (“total overhang”). The dilutive impact of the additional 15,000,000 shares

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that would be available for issuance under the A&R 2011 Plan would increase the overhang percentage by approximately 4 percentage points to approximately 20%, each based on the fully diluted number of shares of Standard BioTools Common Stock (based on the number of outstanding shares of SomaLogic Common Stock and outstanding equity awards under the SomaLogic Plans as of November 6, 2023) immediately following the Merger (in all cases without consideration of shares potentially issuable upon conversion of outstanding convertible indebtedness and convertible preferred stock).

The Standard BioTools capital structure includes outstanding convertible debt and convertible preferred stock. The Standard BioTools existing overhang is 10%, calculated based on the sum of (i) the Standard BioTools Common Stock outstanding as of September 30, 2023 (79,469,908 shares; “x” shares) and (ii) the shares subject to Standard BioTools’ convertible debt or preferred stock (96,321,286 shares; “y” shares). Following the Merger, Standard BioTools’ total overhang would be 13%, calculated based on the sum of “x” shares immediately following the Merger and “y” shares. If the proposed additional 15,000,000 shares of Standard BioTools Common Stock are made available for issuance under the A&R 2011 Plan, then the potential dilution would increase by approximately 3 percentage points to approximately 16%, calculated based on the sum of “x” shares immediately following the Merger and “y” shares.

If the Standard BioTools stockholders do not approve the Amendment, the A&R 2011 Plan will continue on its current terms. In that case, the shares reserved for issuance under the A&R 2011 Plan may be insufficient to achieve future incentive, recruiting and retention objectives. Consequently, without stockholder approval of the Amendment, Standard BioTools believes its ability to attract and retain the individuals necessary to drive performance and increase long-term stockholder value will be impaired. The Standard BioTools Board therefore believes that stockholder approval of the Amendment is important to Standard BioTools’ continued success.

The Standard BioTools executive officers and directors have an interest in the approval of the Amendment to the A&R 2011 Plan by the stockholders because they would be eligible to receive awards under the A&R 2011 Plan. The Standard BioTools Board has approved the Amendment subject to the approval of the stockholders at the Standard BioTools Special Meeting.

Reasons Why You Should Vote in Favor of the Approval of the Amendment to the A&R 2011 Plan

The Standard BioTools Board recommends a vote for the approval of the Amendment of the A&R 2011 Plan because it believes the plan is in the best interests of Standard BioTools and its stockholders.

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Aligns director, employee and stockholder interests. Standard BioTools currently provides long-term incentives by compensating participants with equity awards. With stockholder approval of the Amendment, Standard BioTools will be able to continue to maintain this means of aligning the interests of key personnel with the interests of the stockholders.

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Approval is necessary to continue an equity-based compensation program. If the stockholders do not approve the Amendment, Standard BioTools may have to shift to a long-term compensation program that is heavily paid in cash for both employees and directors, which would less closely align with the interests of stockholders and negatively impact cash management. Based on the remaining capacity the A&R 2011 Plan, Standard BioTools may not have sufficient capacity to make future grants of equity awards.

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Attracts and retains talent. The A&R 2011 Plan, as amended by the Amendment, will be a critical tool to the continued success of Standard BioTools and the combined company by continuing to attract, retain and motivate key personnel and providing participants with incentives directly related to increases in the value of Standard BioTools.

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Includes best corporate governance features. As described below, the A&R 2011 Plan has sound governance features and includes “best practices” provisions.

Standard BioTools believe that the benefits to the stockholders from equity award grants to employees and directors outweigh the potential dilutive effect of grants under the A&R 2011 Plan. Standard BioTools believes that paying a significant portion of annual variable compensation in the form of equity awards is an effective method of aligning the interests of senior employees with those of stockholders, encouraging ownership in Standard BioTools and retaining, attracting and rewarding talented employees. Standard

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BioTools also believes that having a vehicle to pay a portion of compensation for non-employee directors in stock awards is appropriate and consistent with market practices.

The information included in this joint proxy statement/prospectus is updated by the following information regarding all existing equity compensation plans as of September 30, 2023:

Total stock options outstanding(1)