2. Merger Agreement

On June 6, 2026, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Treeline Biosciences, Inc. (“Treeline”) and Siri Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company and Treeline will combine in an all-stock merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into Treeline, with Treeline surviving as a wholly owned subsidiary of the Company (the “Merger”). At the effective time of the Merger, the Company will be renamed Treeline Biosciences, Inc. and will effect a reverse stock split of its outstanding common stock, if not effected prior to the effective time as permitted by the Merger Agreement.

At the effective time of the Merger, each outstanding share of Treeline capital stock will be converted into the right to receive shares of the Company’s common stock based on an exchange ratio calculated in accordance with the Merger Agreement. Following the closing, the Company’s existing stockholders are expected to hold approximately 16% of the combined company on a fully diluted basis, and former Treeline stockholders are expected to hold approximately 84%, subject to adjustment in accordance with the Merger Agreement. In accordance with the Merger Agreement, the board of directors of the combined company following the Merger is expected to consist of ten directors nominated by Treeline and two directors nominated by the Company, and Treeline’s management team will become the management team of the combined company.

The Merger is expected to be accounted for as a reverse recapitalization, with Treeline treated as the accounting acquirer. This determination is preliminary and subject to the final terms of the Merger and the completion of the disposition of the Company’s mass cytometry and microfluidics businesses.

Prior to the effective time of the Merger, the Company expects to declare a dividend to its stockholders of one contingent value right (“CVR”) for each outstanding share of the Company’s common stock. Each CVR will entitle the holder to receive, for each 12-month payment period during the five-year term of the CVR agreement, a pro rata portion of the net proceeds received by the combined company from specified sources, less certain permitted deductions. These sources include proceeds from the sale, disposition, or other monetization of the Company’s mass cytometry and microfluidics businesses; proceeds from convertible notes or other investments held by the Company as of the closing date; contingent payments due to the Company under contracts in effect as of the closing date; and certain other amounts specified in the CVR agreement. Payments in respect of the CVR will be settled in shares of the combined company’s common stock, subject to a maximum of 76.0 million shares issuable under the CVR agreement. There can be no assurance that any payments will be made on the CVR.

Under the Merger Agreement, the Company must use commercially reasonable efforts to effect the sale, license, transfer, disposition, divestiture or other monetization of its mass cytometry and microfluidics businesses. If the Company had not entered into a definitive agreement for the disposition of any portion of these businesses on or before the date the registration statement on Form S-4 filed in connection with the Merger was declared effective, the Company would have been required to commence mutually agreed wind-down activities with respect to that portion of the business. The Company entered into a definitive agreement for the sale of its mass cytometry business on September 30, 2026, as described below, and for the sale of its microfluidics business on October 4, 2026, as described in Note 15, Subsequent Events.

Completion of the Merger is subject to customary closing conditions, including approval by the Company’s stockholders of the share issuance and an amendment to the Company’s certificate of incorporation, continued listing of the Company’s common stock on Nasdaq, and approval for listing of the shares issuable in the Merger. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, was terminated early on July 21, 2026. The Company filed the registration statement on Form S-4 on July 20, 2026, which was amended on September 9, 2026 and October 9, 2026 and which was further amended and declared effective by the SEC on October 21, 2026. The Merger is expected to close in the fourth quarter of 2026. If the Merger is not consummated by March 31, 2027, either party may terminate the Merger Agreement. Upon termination under specified circumstances, the Company may be required to pay Treeline a termination fee of $16.1 million or to reimburse Treeline’s transaction expenses up to $5.0 million, with any such expense reimbursement credited against any such termination fee.

Sale of Mass Cytometry Business

On July 28, 2026, the Company entered into a Share and Asset Purchase Agreement (the “Multiplex Bio Purchase Agreement”) with Multiplex Bio Inc. (“Multiplex Bio”), pursuant to which Multiplex Bio agreed to acquire the Company’s mass cytometry business (the “Mass Cytometry Business”). Total consideration under the Multiplex Bio Purchase Agreement was up to $10.0 million, consisting of $5.0 million payable at closing through the issuance of a promissory note and up to an additional $5.0 million payable upon a qualifying future sale transaction by Multiplex Bio. The Company would not have received cash consideration at closing and could have been required to provide Multiplex Bio a working capital loan of up to $10.0 million.

On September 30, 2026, the Company’s board of directors determined that it had received a superior proposal for the Mass Cytometry Business from GMT Venture Partners, LLC (“GMT Venture”). The Company and Multiplex Bio then mutually agreed to terminate the Multiplex Bio Purchase Agreement, and the Company agreed to pay Multiplex Bio a termination fee of $1.5 million. GMT Venture agreed to pay $1.0 million of the termination fee to Multiplex Bio on the Company’s behalf. The Company may be required to refund that amount in certain circumstances if the Element Purchase Agreement, as defined and described below, is terminated. The Company recognized the $1.5 million termination fee within transaction and integration expenses for the three and nine months ended September 30, 2026. As a result of the termination, the Company has no further obligations under the Multiplex Bio Purchase Agreement, including the working capital loan commitment.

Also on September 30, 2026, the Company entered into a Share and Asset Purchase Agreement (the “Element Purchase Agreement”) with Element Biosystems, LLC (“Element”), a wholly owned subsidiary of GMT Venture. Under the Element Purchase Agreement, Element will acquire the Mass Cytometry Business for $5.5 million in cash, on a cash-free and debt-free basis and subject to customary adjustments. GMT Venture delivered an equity commitment letter to fund Element’s payment obligations at closing, and the transaction is not subject to a financing condition. At closing, the Company and Element will enter into a transition services agreement under which the Company will provide specified services to Element following the closing. Consummation of the sale is subject to approval by the Company’s stockholders, consummation of the Merger, and other customary closing conditions.

Either party may terminate the Element Purchase Agreement if the sale has not been consummated by June 30, 2027, subject to up to two automatic three-month extensions in specified circumstances. Upon termination under specified circumstances, the Company will be required to pay Element a termination fee of $1.0 million and, in certain circumstances, to refund the $1.0 million contributed by GMT Venture toward the Multiplex Bio termination fee. The Company will also be required to reimburse Element’s reasonable out-of-pocket expenses of up to $125,000 if the sale is not consummated by December 31, 2026, and up to an additional $125,000 if it is not consummated by March 31, 2027. Any reimbursement will be credited against the termination fee.

The Mass Cytometry Business did not meet the criteria to be classified as held for sale as of September 30, 2026, as consummation of the sale is subject to approval by the Company’s stockholders and consummation of the Merger. In light of the agreed purchase price, the Company evaluated the long-lived assets of the Mass Cytometry Business for impairment as of September 30, 2026 and concluded that no impairment was required. The Company may recognize a loss on the sale upon closing, which will depend on the carrying value of the net assets transferred at closing, the final purchase price after adjustments, and transaction costs.

Sale of Microfluidics Business

On November 3, 2026, the Company completed the sale of its microfluidics business to Biomark Scientific Corp., an entity formed by ARCHIMED SAS, an investment firm focused exclusively on healthcare industries, for an aggregate purchase price of $5.0 million, on a cash-free and debt-free basis and subject to customary post-closing adjustments. The sale was completed pursuant to a Share and Asset Purchase Agreement entered into on October 4, 2026 (the “Microfluidics Purchase Agreement”). Net proceeds from the sale will be included in the proceeds from the Company’s Mass Cytometry Business and microfluidics business used to determine any

payments under the CVRs, as described above.

The microfluidics business did not meet the criteria to be classified as held for sale as of September 30, 2026, as the Company’s board of directors had not approved the sale as of that date. In light of the agreed purchase price, the Company evaluated the long-lived assets of the microfluidics business for impairment as of September 30, 2026 and concluded that no impairment was required.