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Filed by Berkeley Lights, Inc.
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: IsoPlexis Corporation
Commission File No.: 001-40894
Date: December 22, 2022
The following is a presentation made to the employees of Berkeley Lights, Inc. (“Berkeley Lights”) by Berkeley Lights management on December 22, 2022:
Berkeley Lights Town Hall Strictly Private & Confidential December 22,
2022
Forward-Looking Statements Certain statements in this communication regarding
the proposed transaction between Berkeley Lights and IsoPlexis, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any other
statements regarding Berkeley Lights' and IsoPlexis’ future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements made within
the meaning of the Private Securities Litigation Reform Act of 1995. These statements are often, but not always, made through the use of words or phrases such as “may”, “believe,” “anticipate,” “would,” “could”, “should,” “intend,” “seek,”
“plan,” “will,” “expect(s),” “estimate(s),” “predict(s),” “project(s),” “target(s),” “forecast(s)”, “continue(s),” “contemplate(s),” “positioned,” “potential,” “strategy,” “outlook,” “forward,” “continuing,” “ongoing” and similar expressions.
All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key
factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the risk that the proposed transaction may not be completed in a timely manner or at all; the failure to
receive, on a timely basis or otherwise, the required approvals of the proposed transaction by both Berkeley Lights' stockholders and IsoPlexis’ stockholders; the possibility that any or all of the various conditions to the consummation of
the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals);
the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require Berkeley Lights or
IsoPlexis to pay a termination fee; the effect of the announcement, pendency or completion of the proposed transaction on each of Berkeley Lights' and IsoPlexis’ ability to attract, motivate or retain key employees, its ability to maintain
relationships with its customers, suppliers, distributors and others with whom it does business, or its operating results and business generally; risks related to the proposed transaction diverting management’s attention from each of Berkeley
Lights' and IsoPlexis’ ongoing business operations; the risk of stockholder litigation in connection with the proposed transaction, including resulting expense or delay; the possibility that the parties may be unable to achieve expected
synergies and operating efficiencies in connection with the proposed transaction within the expected timeframes or at all and to successfully integrate IsoPlexis’ operations into those of Berkeley Lights; the integration of IsoPlexis’
operations into those of Berkeley Lights being more difficult, time-consuming or costly than expected; effects relating to the announcement of the proposed transaction or any further announcements or the consummation of the proposed
transaction on the market price of the common stock of each of Berkeley Lights and IsoPlexis; the possibility that each of Berkeley Lights' and IsoPlexis’ expectations as to expenses, cash usage and cash needs may prove not to be correct for
reasons such as changes in plans or actual events being different than its assumptions; the impacts of changes in general economic and business conditions, including changes in the financial markets; the implementation of each of Berkeley
Lights' and IsoPlexis’ business model and strategic plans for its products and technologies, and challenges inherent in developing, manufacturing, launching, marketing and selling existing and new products; uncertainties in contractual
relationships, including interruptions or delays in the supply of components or materials for, or manufacturing of, products for each of Berkeley Lights and IsoPlexis; the ability of each of Berkeley Lights and IsoPlexis to establish and
maintain intellectual property protection for products or avoid or defend claims of infringement; risks relating to competition within the industry in which each of Berkeley Lights and IsoPlexis operate; the impacts of potential product
performance and quality issues; changes to and the impact of the laws, rules and regulations that regulate each of Berkeley Lights' and IsoPlexis’ operations; and any other risks discussed in each of Berkeley Lights' and IsoPlexis’ filings
with the SEC, including Berkeley Lights' and IsoPlexis’ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8 K. Berkeley Lights and IsoPlexis assume no obligation to update or revise publicly the
information in this communication, whether as a result of new information, future events or otherwise, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only
as of the date hereof. Participants in the Solicitation Berkeley Lights, IsoPlexis and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction between Berkeley Lights and IsoPlexis under the rules of the SEC. Information regarding Berkeley Lights' directors and executive officers is set forth in Berkeley Lights' Proxy Statement on
Schedule 14A for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on April 15, 2022, and in certain of Berkeley Lights' Current Reports on Form 8-K. To the extent holdings of Berkeley Lights' securities by Berkeley
Lights' directors and executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected on subsequent statements of beneficial ownership filed with the SEC. Information regarding
IsoPlexis’ directors and executive officers is set forth in IsoPlexis’ revised Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2022, and in certain of IsoPlexis’ Current
Reports on Form 8-K. To the extent holdings of IsoPlexis’ securities by IsoPlexis’ directors and executive officers have changed since the amounts set forth in such proxy statement, such changes have been or will be reflected on subsequent
statements of beneficial ownership filed with the SEC. These documents can be obtained free of charge from the sources indicated below. Additional information regarding the interests of these participants will be set forth in the joint proxy
statement/prospectus relating to the proposed transaction when it becomes available. Additional Information and Where to Find It In connection with the proposed transaction between Berkeley Lights and IsoPlexis, Berkeley Lights and
IsoPlexis intend to file relevant materials with the SEC, including a Berkeley Lights registration statement on Form S 4 that will include a joint proxy statement of Berkeley Lights and IsoPlexis that also constitutes a prospectus of Berkeley
Lights. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BERKELEY
LIGHTS, ISOPLEXIS AND THE PROPOSED TRANSACTION. The joint proxy statement/prospectus and other documents relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov.
These documents (when they are available) can also be obtained free of charge from Berkeley Lights’s investor relations website at www.investors.berkeleylights.com or from IsoPlexis’ investor relations website at
www.investors.isoplexis.com. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, nor shall there be any offer,
solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 2
A Transformational Combination Most comprehensive technology portfolio to
isolate, manipulate, and characterize live cells (Nasdaq: CELL) A FUNCTIONAL CELL BIOLOGY COMPANY LIVE CELL, FUNCTIONAL BIOLOGY DEEP PROFILING OF SINGLE CELLS The only single-cell platform enabling functional proteomics + 3 New,
Combined Company Name:
PhenomeX: The Functional Cell Biology Company WHAT WE DO Enable scientists to
unlock the potential of cell biology for research and clinical applications HOW WE DO IT By providing a deeper analysis of cell function while preserving the live cells of interest WHY IT MATTERS Because understanding the phenome is
central to all questions in biology Provides live cell biology research tools and services that deliver deep insights into cellular function and gain new perspectives on phenomes 4
IsoPlexis at a Glance 5 Highly Multiplexed Proteomic Barcoding 2.
Single-cell capture 3. Highly multiplexed proteomic detection 1. Sample loaded onto chip 30+ Proteins Per Cell Rapidly Growing Installed Base Installed Base (Total Instruments) ‘21 ‘22 Accelerating the fight against our toughest
diseases by revealing the true functional biology of every patient cell via proteomics and transcriptomics 277 LEADING CUSTOMER BASE in Pharma, Biotech, Medical Centers 100% of top 15 pharma(1) 81% of comprehensive cancer
centers(2) (1): By 2020 revenue. (2): Based on the National Cancer Institute’s list of Comprehensive Cancer Centers. instruments in the field 116 publications $18.9M TTM revenue
Accelerates Progress Across Every Pillar of Berkeley Lights’ Strategic
Plan 6 Building a world-class team Prioritizing R&D return on investment Delivering consistent commercial execution Led by Berkeley Lights’ experienced Board of Directors Enhances a proven management team highly experienced in
company integration and consolidating organizations Unites complementary portfolios that will extend its leadership through the entire functional cell biology continuum with highly differentiated technology Accelerating innovation
by: Focusing resources on the highest-return initiatives Using the lower-cost IsoPlexis platform to offer enhanced functionality from Berkeley Lights’ technology portfolio Sustaining competitive advantage through a formidable intellectual
property estate of more than 600 issued patents Diversifies customer base, uniting positions in biopharma & academic segments Expands product portfolio offering with increased accessibility to meet customers’ workflow
needs Strengthens global reach with a 75% increase in the size of the sales organization Enhances the focus on recurring revenue
7 Participating in a larger cell biology market with a wide range of tools and
services through cross-selling opportunities to existing and new customers Enabling significant productivity through combined R&D, G&A and supply chain / manufacturing infrastructure Evaluating M&A opportunities that will
further accelerate profitable growth and leverage a combined cost structure Anticipated cost synergies of approximately $70 million annualized by 2024 Expected positive operating cash flow generation at $150 million in revenue by 2024,
earlier than Berkeley Lights expected to as a standalone company Creating a platform for further consolidation in high-growth cell biology tools Generating positive operating cash flow by 2024 Accelerates Progress Across Every Pillar of
Berkeley Lights’ Strategic Plan
ISO and BLI are still operating independently All work associated with
diligence and integration is CONFIDENTIAL Due diligence materials and work shall not be shared outside of BLI’s due diligence team Integration planning work shall not be shared outside of the integration planning team BLI’s integration
leader (Eric Hobbs) will coordinate communications to both organizations as needed throughout the process Integration planning Integration execution Confidentiality Reminder MERGER AGREEMENT SIGNED 12/21/22 MERGER EXPECTED TO BE
COMPLETED IN Q1’23 8 Strictly Private & Confidential
A FUNCTIONAL CELL BIOLOGY COMPANY
Q&A Session Strictly Private & Confidential