Standard BioTools Inc. (NASDAQ:LAB) ("Standard BioTools") and Treeline Biosciences, Inc. ("Treeline") today announced they have entered into a definitive merger agreement to combine in an all-stock transaction. Upon completion of the transaction, which is expected to occur in the second half of 2026, the combined company is expected to operate under the name Treeline Biosciences and trade on the Nasdaq under the ticker symbol "TRLN."

Since its founding in 2021, Treeline has established a productive in-house discovery and development organization that has brought three programs into Phase 1 development with a fourth planned clinical entry in 2026. These clinical-stage programs address molecular targets in oncology and have expected interim data readouts starting in 2027. Three additional programs are expected to enter the clinic in 2027 and 2028 in oncology, neurology and immunology.

The proposed transaction would add approximately $450 million in net cash from Standard BioTools to the combined company's balance sheet. At closing, the combined company is expected to have more than $900 million in pro-forma cash, which is expected to fund operations into 2029. Treeline previously raised approximately $1.2 billion from a syndicate of leading life sciences investors.

"2027 and 2028 should be transformative years for Treeline, with interim data expected from our clinical programs and several new programs beginning clinical testing," said Josh Bilenker, MD, co-founder and Chief Executive Officer of Treeline. "After just five years of company operations, today's announcement reflects the productivity and talents of our team. Operating as a public company with a strengthened balance sheet will help us build an enduring biopharma company."

"Over the last several months, our Board and management team conducted a comprehensive review of potential growth initiatives and determined that a combination with Treeline is the best path forward to maximize value for our shareholders," said Michael Egholm, PhD, President and Chief Executive Officer of Standard BioTools. "Standard BioTools was founded with a purpose to accelerate breakthroughs in human health and help develop better drugs faster. Through disciplined execution, we have strategically transformed our portfolio, meaningfully improved our financial profile and strengthened our balance sheet. Treeline has assembled an exceptional team with a proven track record in drug development and built a diversified portfolio of precision medicines focused on some of the most important opportunities in oncology and beyond. Deploying our capital behind this team and pipeline gives our stockholders exposure to a catalyst-rich portfolio with significant potential for value creation in both the near- and long-term."

Treeline's Lead Programs and Pipeline

Treeline's pipeline includes small molecule inhibitors, protein degraders and targeted therapy antibody-drug conjugates (TT-ADCs). The unique demands of each target determine which drug modality is used. Treeline currently has three programs in Phase 1 clinical trials. Each was selected based on a robust data package that informed a clear development plan. Additional details regarding Treeline's lead programs and pipeline can be found in the supplemental investor materials posted on the Investor Relations page of Standard BioTools's website.

TLN-121 is an oral protein degrader designed to remove BCL6 from cancer cells while avoiding off-targets that could cause toxicity. This profile maximizes its potential for single-agent activity, while maintaining the ability to combine well with standard-of-care lymphoma therapies. In an ongoing Phase 1 study, there is early clinical evidence of broad single-agent activity and tolerability in heavily pretreated B-cell and T-cell lymphoma patients.

 

TLN-372 is an oral inhibitor of KRAS. KRAS mutations are present in roughly one in four adult cancers, including lung, pancreatic, colorectal and gynecological cancers. Through novel chemistry, TLN-372 was designed to achieve deep and sustained pan-KRAS inhibition, while sparing HRAS and NRAS. This profile was chosen because avoiding HRAS and NRAS mediated toxicities could improve its potential to combine with chemotherapy, immunotherapy, anti-EGFR antibodies and other modalities, while preserving dose intensity, in early lines of therapy. In an ongoing Phase 1 study, free drug exposures are consistent with preclinical predictions. As such, the program is on track to demonstrate the therapeutic potential of pan-KRAS inhibition which is not pharmacologically limited.

 

TLN-254 is an oral inhibitor of EZH2, which regulates gene expression and is frequently overactive or mutated in cancer. TLN-254 was in-licensed following Phase 2 evaluation in China, where it was subsequently approved for commercial sale. The program was selected based on its combination potential with TLN-121 for the treatment of aggressive lymphomas. In a Treeline conducted Phase 1 study, single-agent activity and safety have been consistent with published data from China in heavily pretreated T-cell lymphoma patients.

 

A fourth program, TLN-499, is expected to enter Phase 1 in 2026. TLN-499 is an oral protein degrader that selectively targets BCL-XL. Certain cancer cells rely on BCL-XL and other pro-survival proteins to prevent apoptosis, suggesting that antagonizing BCL-XL could meaningfully enhance the activity of other drug classes such as chemotherapy and targeted agents.

 

Treeline also has a robust discovery pipeline spanning oncology, neurology and immunology that is expected to produce three additional expected clinical entries in 2027 and 2028. Treeline plans to provide additional guidance on these programs and the existing clinical portfolio in the first quarter of 2027.

 

Standard BioTools Pursuing Strategic Options to Maximize Value of Mass Cytometry and Microfluidics Businesses

Treeline does not intend to operate Standard BioTools's Mass Cytometry and Microfluidics businesses, and Standard BioTools is exploring a range of options, including divestitures, to maximize the value of these businesses for Standard BioTools stockholders.

Dr. Egholm continued, "Our Mass Cytometry and Microfluidics businesses provide our customers with next-generation solutions designed to help biomedical researchers develop better therapeutics faster. We believe that pursuing independent options for each business is the most effective path forward for our people and technology."

There can be no assurances that any transaction relating to either the Mass Cytometry or the Microfluidics businesses will be consummated.

Transaction Details, Timing and Approvals

The transaction, which is structured to be tax-free to Standard BioTools and Treeline shareholders, values Standard BioTools at net cash delivered at closing plus $10 million, which is estimated to be $460 million. The transaction also provides for a closing dividend to pre-combination Standard BioTools stockholders of one contingent value right ("CVR") per share representing the right to receive certain payments in the form of shares of the combined company based on the amount of net proceeds, if any, received by the combined company related to pre-merger legacy assets, including the Mass Cytometry and Microfluidics businesses and up to $50 million in earnout payments related to Illumina, Inc.'s previously completed acquisition of Standard BioTools's SomaLogic business.

At the closing of the proposed combination, pre-merger Standard BioTools stockholders are expected to own approximately 16% of the combined company, and pre-merger Treeline stockholders are expected to own approximately 84% of the combined company, with such ownership percentages being subject to adjustment based on the amount of Standard BioTools' net cash at closing, as determined in accordance with the terms of the merger agreement.

The transaction has been approved by both the Standard BioTools Board of Directors and a Special Committee of the Standard BioTools Board of Directors. The transaction has been approved by the Treeline Board of Directors and stockholders.

The transaction is expected to close in the second half of 2026, subject to receipt of required regulatory approvals, approval by Standard BioTools stockholders and other customary closing conditions. In connection with the transaction, certain stockholders of Standard BioTools have agreed to vote shares in favor of the transaction.

Management

Josh Bilenker, MD, co-founder and Chief Executive Officer of Treeline, will lead the combined company. Dr. Bilenker previously founded and led Loxo Oncology through the development of three FDA-approved medicines and its $8 billion acquisition by Eli Lilly. Prior to Loxo, he held roles at Aisling Capital and the U.S. Food and Drug Administration.

Jeff Engelman, MD, PhD, co-founder and Chief Scientific Officer of Treeline, will serve as CSO of the combined company. Dr. Engelman previously led an academic research laboratory at Massachusetts General Hospital before joining Novartis Institutes for Biomedical Research as global head of oncology.

Spencer Smith, MBA, Chief Financial Officer of Treeline will serve as CFO of the combined company. Prior to Treeline, he was SVP and CFO at Sentio Investments and CFO at Sentio Healthcare Properties, a public, non-traded REIT. Prior to Sentio, he held roles at Aisling Capital and McKinsey & Company.

Following closing of the transaction, the Board of Directors of the combined company will be composed of 12 directors, including 10 Treeline designees and two Standard BioTools designees.