On December 21, 2022, Berkeley Lights, Inc., which is referred to as “Berkeley Lights,” Iceland Merger Sub Inc., a wholly owned subsidiary of Berkeley Lights, which is referred to as “Merger Sub,” and IsoPlexis Corporation, which is referred to as “IsoPlexis,” entered into an Agreement and Plan of Merger, as it may be amended from time to time, which is referred to as the “merger agreement,” that provides for the acquisition of IsoPlexis by Berkeley Lights. On the terms and subject to the conditions of the merger agreement, Berkeley Lights will acquire IsoPlexis through a merger of Merger Sub with and into IsoPlexis, with IsoPlexis continuing as the surviving corporation and becoming a wholly owned subsidiary of Berkeley Lights. The combined company will be named PhenomeX.

On the successful completion of the merger, each issued and outstanding share of IsoPlexis common stock (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive 0.6120 of a share of Berkeley Lights common stock, which number is referred to as the “exchange ratio,” with cash (without interest and after giving effect to any required tax withholdings as provided in the merger agreement) being paid in lieu of any fractional shares of Berkeley Lights common stock that IsoPlexis stockholders would otherwise be entitled to receive. Berkeley Lights stockholders will continue to own their existing Berkeley Lights shares.

The exchange ratio is fixed and will not be adjusted for changes in the market price of either Berkeley Lights common stock or IsoPlexis common stock between the date of signing of the merger agreement and the completion date of the merger. Based on the number of shares of Berkeley Lights common stock and IsoPlexis common stock outstanding on February 6, 2023, on completion of the merger, we expect that former IsoPlexis stockholders would own approximately 25% of the outstanding shares of the combined company and Berkeley Lights stockholders immediately prior to the merger would own approximately 75% of the outstanding shares of the combined company. Berkeley Lights common stock is traded on the Nasdaq Global Select Market, which is referred to as “Nasdaq” when used with respect to Berkeley Lights, under the symbol “BLI.” IsoPlexis common stock is traded on the Nasdaq Stock Market LLC, which is referred to as “Nasdaq” when used with respect to IsoPlexis, under the symbol “ISO.” We encourage you to obtain current quotes for the common stock of both Berkeley Lights and IsoPlexis.

Because the exchange ratio is fixed, the market value of the merger consideration to IsoPlexis stockholders will fluctuate with the market price of the Berkeley Lights common stock and will not be known at the time that IsoPlexis stockholders vote on the merger. Based on the $2.39 per share closing price of Berkeley Lights common stock on Nasdaq on December 21, 2022, the last full trading day before the public announcement of the merger agreement, the implied value of the merger consideration to IsoPlexis stockholders was approximately $1.46 per share of IsoPlexis common stock. On February 7, 2023, the latest practicable trading day before the date of the filing of the accompanying joint proxy statement/prospectus, the closing price of Berkeley Lights common stock on Nasdaq was $2.26 per share, resulting in an implied value of the merger consideration to IsoPlexis stockholders of $1.38 per share of IsoPlexis common stock.

Berkeley Lights and IsoPlexis will each hold special meetings of their respective stockholders to vote on the proposals necessary to complete the proposed merger. Such special meetings are referred to as the “Berkeley Lights special meeting” and the “IsoPlexis special meeting,” respectively.

At the Berkeley Lights special meeting, Berkeley Lights stockholders will be asked to consider and vote on (1) a proposal to approve the issuance of shares of Berkeley Lights common stock to IsoPlexis stockholders in connection with the merger, which proposal is referred to as the “Berkeley Lights share issuance proposal,” and (2) a proposal to adjourn the Berkeley Lights special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Berkeley Lights share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Berkeley Lights stockholders. The board of directors of Berkeley Lights unanimously recommends that Berkeley Lights stockholders vote “FOR” each of the proposals to be considered at the Berkeley Lights special meeting.

At the IsoPlexis special meeting, IsoPlexis stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement, which proposal is referred to as the “IsoPlexis merger proposal,” and (2) a proposal to adjourn the IsoPlexis special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the IsoPlexis merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to IsoPlexis stockholders. The board of directors of IsoPlexis unanimously recommends that IsoPlexis stockholders vote “FOR” each of the proposals to be considered at the IsoPlexis special meeting.

We cannot complete the merger unless the Berkeley Lights share issuance proposal is approved by Berkeley Lights stockholders and the IsoPlexis merger proposal is approved by IsoPlexis stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend your company’s respective special meeting, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope or call the toll-free telephone number or use the Internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card to vote your shares at the applicable special meeting.

The accompanying joint proxy statement/prospectus provides you with important information about the special meetings, the merger, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section beginning on page 32 for a discussion of risks relevant to the merger.

We look forward to the successful completion of the merger.

Sincerely,

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the adoption of the merger agreement, the Berkeley Lights common stock to be issued in the merger or any of the other transactions described in this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated February 13, 2023 and is first being mailed to the stockholders of Berkeley Lights on or about February 13, 2023 and to the stockholders of IsoPlexis on or about February 14, 2023.

Notice is hereby given that Berkeley Lights, Inc., which is referred to as “Berkeley Lights,” will hold a special meeting of its stockholders, which is referred to as the “Berkeley Lights special meeting,” virtually via the Internet, on March 16, 2023, beginning at 8:00 a.m., Pacific Time (unless the special meeting is adjourned or postponed).

The Berkeley Lights special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Berkeley Lights special meeting online and to vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/BLI2023SM, which is referred to as the “Berkeley Lights special meeting website.”

The Berkeley Lights special meeting will be held for the purpose of Berkeley Lights stockholders considering and voting on the following proposals:

Berkeley Lights will transact no other business at the Berkeley Lights special meeting except such business as may properly be brought before the Berkeley Lights special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

Only holders of record of Berkeley Lights common stock at the close of business on February 14, 2023, the record date for determining stockholders entitled to notice of, and to vote at, the Berkeley Lights special meeting, which is referred to as the “Berkeley Lights record date,” are entitled to notice of and to vote at the Berkeley Lights special meeting and any adjournments or postponements thereof.

The board of directors of Berkeley Lights, which is referred to as the “Berkeley Lights board of directors,” unanimously approved and declared advisable the merger agreement, the merger of Merger Sub with and into IsoPlexis, which is referred to as the “merger,” and the other transactions contemplated by the merger agreement and declared that it is fair to, and in the best interests of, Berkeley Lights and the Berkeley Lights stockholders that Berkeley Lights enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement. Accordingly, the Berkeley Lights board of directors unanimously recommends that Berkeley Lights stockholders vote:

Your vote is very important, regardless of the number of shares of Berkeley Lights common stock you own. The parties cannot complete the merger unless the Berkeley Lights share issuance proposal is approved by Berkeley Lights stockholders. Assuming a quorum is present, the approval of the Berkeley Lights share issuance proposal requires the affirmative vote of a majority of votes cast on the proposal.

Whether or not you plan to attend the Berkeley Lights special meeting via the Berkeley Lights special meeting website, Berkeley Lights urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the Internet as described in the instructions included with the accompanying proxy card, so that your shares may be represented and voted at the Berkeley Lights special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder), please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Berkeley Lights stockholders entitled to vote at the Berkeley Lights special meeting will be available for examination by any Berkeley Lights stockholder for any purpose germane to the meeting for a period of at least ten days prior to the Berkeley Lights special meeting. During such period, the list of Berkeley Lights stockholders entitled to vote at the Berkeley Lights special meeting will be made available for examination on an electronic network that will be available to only the Berkeley Lights stockholders. The list of Berkeley Lights stockholders entitled to vote at the Berkeley Lights special meeting will also be available for examination by any Berkeley Lights stockholder during the Berkeley Lights special meeting via the Berkeley Lights special meeting website at www.virtualshareholdermeeting.com/BLI2023SM.

If you have any questions about the merger, please contact Berkeley Lights at (510) 858-2855 or write to Berkeley Lights, Inc., Attn: Secretary, 5858 Horton Street, Suite 320, Emeryville, California 94608. If you have any questions about how to vote or direct a vote in respect of your shares of Berkeley Lights common stock, you may contact Berkeley Lights’ proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834.

Notice is hereby given that IsoPlexis Corporation, which is referred to as “IsoPlexis,” will hold a special meeting of its stockholders, which is referred to as the “IsoPlexis special meeting,” virtually via the Internet, on March 16, 2023, beginning at 11:00 a.m., Eastern Time (unless the special meeting is adjourned or postponed).

The IsoPlexis special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the IsoPlexis special meeting online and to vote your shares electronically at the meeting by visiting meetnow.global/MXPL9X4, which is referred to as the “IsoPlexis special meeting website.”

The IsoPlexis special meeting will be held for the purpose of IsoPlexis stockholders considering and voting on the following proposals:

IsoPlexis will transact no other business at the IsoPlexis special meeting except such business as may properly be brought before the IsoPlexis special meeting or any adjournment or postponement thereof. The accompanying joint proxy statement/prospectus, including the merger agreement attached thereto as Annex A, contains further information with respect to these matters.

Only holders of record of IsoPlexis common stock at the close of business on February 14, 2023, the record date for determining stockholders entitled to notice of, and to vote at, the IsoPlexis special meeting, which is referred to as the “IsoPlexis record date,” are entitled to notice of and to vote at the IsoPlexis special meeting and any adjournments or postponements thereof.

The board of directors of IsoPlexis, which is referred to as the “IsoPlexis board of directors,” unanimously approved and declared advisable the merger agreement, the merger of Merger Sub with and into IsoPlexis, which is referred to as the “merger,” and the other transactions contemplated by the merger agreement and declared that it is fair to, and in the best interests of, IsoPlexis and the IsoPlexis stockholders that IsoPlexis enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement.

Accordingly, the IsoPlexis board of directors unanimously recommends that IsoPlexis stockholders vote:

Your vote is very important, regardless of the number of shares of IsoPlexis common stock you own. The parties cannot complete the merger unless the IsoPlexis merger proposal is approved by IsoPlexis stockholders.

Assuming a quorum is present, the approval of the IsoPlexis merger proposal requires the affirmative vote of a majority of the outstanding shares of IsoPlexis common stock entitled to vote on the IsoPlexis merger proposal.

Whether or not you plan to attend the IsoPlexis special meeting via the IsoPlexis special meeting website, IsoPlexis urges you to please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the Internet as described in the instructions included with the accompanying proxy card, so that your shares may be represented and voted at the IsoPlexis special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder), please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of IsoPlexis stockholders entitled to vote at the IsoPlexis special meeting will be available for examination by any IsoPlexis stockholder for any purpose germane to the meeting for a period of at least ten days prior to the IsoPlexis special meeting. During such period, the list of IsoPlexis stockholders entitled to vote at the IsoPlexis special meeting will be made available for examination during ordinary business hours, at IsoPlexis’ principal place of business, located at 35 NE Industrial Road, Branford, Connecticut 06405. The list of IsoPlexis stockholders entitled to vote at the IsoPlexis special meeting will also be available for examination by any IsoPlexis stockholder during the IsoPlexis special meeting via the IsoPlexis special meeting website at meetnow.global/MXPL9X4.

If you have any questions about the merger, please contact IsoPlexis at (203) 208-4111 or write to IsoPlexis Corporation, Attn: Secretary, 35 NE Industrial Road, Branford, Connecticut 06405.

If you have any questions about how to vote or direct a vote in respect of your shares of IsoPlexis common stock, you may contact IsoPlexis’ proxy solicitor, Okapi Partners LLC, at (855) 208-8902.

The accompanying joint proxy statement/prospectus incorporates important business and financial information about Berkeley Lights from other documents that Berkeley Lights has filed with the U.S. Securities and Exchange Commission, which is referred to as the “SEC,” and that are not contained in and are instead incorporated by reference into this joint proxy statement/prospectus and with respect to IsoPlexis from other documents that IsoPlexis has filed with the SEC that have been included herein and delivered herewith as annexes. For a more detailed description of where you can find information about Berkeley Lights and IsoPlexis and a list of Berkeley Lights documents incorporated by reference in the accompanying joint proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page 170. This information is available for you free of charge to review through the SEC’s website at www.sec.gov.

This joint proxy statement/prospectus includes as annexes documents that IsoPlexis previously filed with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (which is referred to as the “Exchange Act”), as set forth below. Any statement contained (a) in such a document shall be deemed to be modified or superseded for purposes of this joint proxy statement/prospectus or (b) in an annex hereto, consisting of a document filed with the SEC subsequent to such document, modifies or replaces such statement. The information included in the annexes hereto is incorporated into this joint proxy statement/prospectus, except to the extent so modified or superseded and except as provided below.

Set forth below is a list of the documents previously filed with the SEC by IsoPlexis under the Exchange Act that are included as annexes to this joint proxy statement/prospectus.

You may request a copy of this joint proxy statement/prospectus and any of the documents incorporated by reference into this joint proxy statement/prospectus or other information filed with the SEC by Berkeley Lights or IsoPlexis, without charge, by written or telephonic request directed to the appropriate company or its proxy solicitor at the following contacts:

In order for you to receive timely delivery of the documents in advance of the special meeting of Berkeley Lights stockholders to be held on March 16, 2023, which is referred to as the “Berkeley Lights special meeting,” or the special meeting of IsoPlexis stockholders to be held on March 16, 2023, which is referred to as the “IsoPlexis special meeting,” as applicable, you must request the information no later than March 9, 2023.

If you have any questions about the Berkeley Lights special meeting or the IsoPlexis special meeting, or need to obtain proxy cards or other information, please contact the applicable company’s proxy solicitor set forth below:

The contents of the websites of the SEC, Berkeley Lights, IsoPlexis or any other entity are not being incorporated into this joint proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites is being provided only for your convenience.

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Berkeley Lights (Registration No. 333-269466), constitutes a prospectus of Berkeley Lights under Section 5 of the Securities Act of 1933, as amended, which is referred to as the “Securities Act,” with respect to the shares of common stock of Berkeley Lights to be issued to IsoPlexis stockholders pursuant to the Agreement and Plan of Merger, dated as of December 21, 2022, as it may be amended from time to time, by and among Berkeley Lights, Merger Sub and IsoPlexis, which is referred to as the “merger agreement.” This document also constitutes a proxy statement of each of Berkeley Lights and IsoPlexis under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the Berkeley Lights special meeting and a notice of meeting with respect to the IsoPlexis special meeting.

Berkeley Lights has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to Berkeley Lights and Merger Sub, and IsoPlexis has supplied all information contained in this joint proxy statement/prospectus relating to IsoPlexis. Berkeley Lights and IsoPlexis have both contributed to the information related to the merger contained in this joint proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. Berkeley Lights and IsoPlexis have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated February 13, 2023, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to Berkeley Lights stockholders or IsoPlexis stockholders nor the issuance by Berkeley Lights of shares of its common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or the context otherwise requires, all references in this joint proxy statement/prospectus to:

The following are brief answers to certain questions that you, as a stockholder of Berkeley Lights or a stockholder of IsoPlexis, may have regarding the merger, and the other matters being considered at the Berkeley Lights special meeting and the IsoPlexis special meeting, as applicable. You are urged to carefully read this joint proxy statement/prospectus and the other documents referred to in this joint proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Please refer to the section entitled “Summary” beginning on page 14 for a summary of important information regarding the merger agreement, the merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. You may obtain the information incorporated by reference in this joint proxy statement/prospectus, without charge, by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 170.

In considering how to vote with respect to the proposals to be considered and voted on at the IsoPlexis special meeting, in the case of IsoPlexis stockholders, or the Berkeley Lights special meeting, in the case of Berkeley Lights stockholders, you are urged to carefully consider all of the information included or incorporated by reference in this joint proxy statement/prospectus, which is listed in the section entitled “Where You Can Find More Information” beginning on page 170. You should also read and consider the risks associated with each of the businesses of Berkeley Lights and IsoPlexis because these risks will also affect the combined company. The risks associated with the business of Berkeley Lights can be found in Berkeley Lights’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, 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 (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof), each of which are incorporated by reference into this joint proxy statement/prospectus. The risks associated with the business of IsoPlexis can be found in IsoPlexis' Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is attached as Annex F-1 hereto. In addition, you are urged to carefully consider the following material risks relating to the merger, the business of Berkeley Lights, the business of IsoPlexis and the business of the combined company.

On completion of the merger, each share of IsoPlexis common stock outstanding immediately prior to the merger (other than certain excluded shares as described in the merger agreement) will be converted into the right to receive 0.6120 of a share of Berkeley Lights common stock, with cash (without interest and after giving effect to any required tax withholdings as provided in the merger agreement) being paid in lieu of any fractional shares of Berkeley Lights common stock that IsoPlexis stockholders would otherwise be entitled to receive. This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of either Berkeley Lights common stock or IsoPlexis common stock prior to the completion of the merger. The market prices of Berkeley Lights common stock and IsoPlexis common stock have fluctuated prior to and after 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 Berkeley Lights special meeting and the IsoPlexis special meeting, respectively, and through the date the merger is consummated.

Because the value of the merger consideration will depend on the market price of Berkeley Lights common stock at the time the merger is completed, IsoPlexis stockholders will not know or be able to determine at the time of the IsoPlexis special meeting the market value of the merger consideration they would receive on completion of the merger. Similarly, Berkeley Lights stockholders will not know or be able to determine at the time of the Berkeley Lights special meeting the market value of the shares of Berkeley Lights common stock to be issued pursuant to the merger agreement compared to the market value of the shares of IsoPlexis common stock that are being exchanged in the merger.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Berkeley Lights’ or IsoPlexis’ respective businesses, operations and prospects, market assessments of the likelihood that the merger will be completed, interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of Berkeley Lights’ or IsoPlexis’ common stock, federal, state and local legislation, governmental regulation and legal developments in the industry segments in which Berkeley Lights or IsoPlexis operate, and the timing of the merger and receipt of required regulatory approvals, if any.

Many of these factors are beyond Berkeley Lights’ and IsoPlexis’ control, and neither Berkeley Lights nor IsoPlexis is permitted to terminate the merger agreement solely due to a decline in the market price of the common stock of the other party. You are urged to obtain current market quotations for Berkeley Lights common stock and IsoPlexis common stock in determining whether to vote in favor of the Berkeley Lights share issuance proposal, in the case of Berkeley Lights stockholders, or the IsoPlexis merger proposal, in the case of IsoPlexis stockholders.

On completion of the merger, IsoPlexis stockholders will become holders of Berkeley Lights common stock. The market price of the common stock of the combined company will continue to fluctuate, potentially significantly, following completion of the merger, including for the reasons described above. As a result, former IsoPlexis

stockholders could lose some or all of the value of their investment in Berkeley Lights common stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the Berkeley Lights common stock received in the merger, regardless of the combined company’s actual operating performance.

The merger is subject to a number of conditions that must be satisfied, including the approval by Berkeley Lights stockholders of the Berkeley Lights share issuance proposal and approval by IsoPlexis stockholders of the IsoPlexis merger proposal, or waived (to the extent permitted), in each case prior to the completion of the merger. These conditions are described in the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 126. These conditions to the completion of the merger, some of which are beyond the control of Berkeley Lights and IsoPlexis, may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or not completed.

Additionally, either Berkeley Lights or IsoPlexis may terminate the merger agreement under certain circumstances, including, among other reasons, if the merger is not completed by June 21, 2023 (which date will be automatically extended to September 21, 2023 under certain circumstances if certain regulatory approvals have not been obtained by June 21, 2023 and then again to December 21, 2023 under such circumstances if such regulatory approvals have still not been obtained by September 21, 2023). In addition, if the merger agreement is terminated under certain circumstances specified in the merger agreement, Berkeley Lights or IsoPlexis, as applicable, may be required to pay the other party a termination fee of $2.3 million, including certain circumstances in which the Berkeley Lights board of directors or the IsoPlexis board of directors, as applicable, effects a change of recommendation (as defined in the section entitled “The Merger Agreement—No Change of Recommendation” beginning on page 122) or under certain circumstances where Berkeley Lights or IsoPlexis, as applicable, enters into an agreement with respect to (or consummates) a superior proposal following the termination of the merger agreement. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 128 and the section entitled “The Merger Agreement—Termination Fees” beginning on page 128 for a more complete discussion of the circumstances under which the merger agreement could be terminated and when a termination fee may be payable by Berkeley Lights or IsoPlexis.

If the merger is not completed for any reason, including because Berkeley Lights stockholders fail to approve the Berkeley Lights share issuance proposal or because IsoPlexis stockholders fail to approve the IsoPlexis merger proposal, the ongoing businesses of Berkeley Lights and IsoPlexis may be adversely affected and, without realizing any of the expected benefits of having completed the merger, Berkeley Lights and IsoPlexis would be subject to a number of risks, including the following:

On consummation of the merger, Berkeley Lights stockholders and IsoPlexis stockholders will both hold shares of common stock in the combined company. Berkeley Lights’ businesses differ from those of IsoPlexis, and IsoPlexis’ businesses differ from those of Berkeley Lights, and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the results of operations of Berkeley Lights and those currently or historically affecting the results of operations of IsoPlexis. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either Berkeley Lights or IsoPlexis. For a discussion of the businesses of each of Berkeley Lights and IsoPlexis and some important factors to consider in connection with those businesses, see the section entitled “The Parties to the Merger” beginning on page 44 and the documents and information included elsewhere in this joint proxy statement/prospectus, including in the annexes included with this joint proxy statement/prospectus, or incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 170.

In addition, based on the number of shares of IsoPlexis common stock outstanding as of February 6, 2023, it is expected that Berkeley Lights will issue approximately 24.7 million shares of Berkeley Lights common stock in the merger. Former IsoPlexis stockholders may decide not to hold the shares of Berkeley Lights common stock that they will receive in the merger, and Berkeley Lights stockholders may decide to reduce their investment in Berkeley Lights as a result of the changes to Berkeley Lights’ investment profile as a result of the merger. Other IsoPlexis stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Berkeley Lights common stock that they receive in the merger. Such sales of Berkeley Lights common stock could have the effect of depressing the market price for Berkeley Lights common stock.

On completion of the merger, IsoPlexis stockholders will no longer be stockholders of IsoPlexis but will instead become Berkeley Lights stockholders, and their rights as stockholders will be governed by the terms of Berkeley Lights’ amended and restated certificate of incorporation, which is referred to as the “Berkeley Lights charter,” and Berkeley Lights’ amended and restated bylaws, which are referred to as the “Berkeley Lights bylaws.” See the section entitled “Comparison of Stockholders Rights” beginning on page 152 for a discussion of these rights.

Based on the number of shares of Berkeley Lights common stock and IsoPlexis common stock outstanding on February 6, 2023 and the exchange ratio, upon completion of the merger, former IsoPlexis stockholders are expected to own approximately 25% of the outstanding shares of Berkeley Lights common stock and Berkeley Lights stockholders immediately prior to the merger are expected to own approximately 75% of the outstanding shares of Berkeley Lights common stock. Consequently, former IsoPlexis stockholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of IsoPlexis.

From and after the date of the merger agreement and prior to completion of the merger, the merger agreement restricts Berkeley Lights and IsoPlexis from taking specified actions without the consent of the other party and requires that the business of each company and its respective subsidiaries be conducted in the ordinary course in all material respects. These restrictions may prevent Berkeley Lights or IsoPlexis, as applicable, from making appropriate changes to their respective businesses or organizational structures or from pursuing attractive business opportunities that may arise prior to the completion of the merger, and could have the effect of delaying or preventing other strategic transactions. Adverse effects arising from these restrictions during the pendency of the merger could be exacerbated by any delays in consummation of the merger or termination of the merger agreement. See the section entitled “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” beginning on page 116.

The merger is subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, the effectiveness of the registration statement on Form S-4 (of which this joint proxy statement/prospectus forms a part) registering the Berkeley Lights common stock issuable pursuant to the merger agreement and the absence of any stop order or proceedings by the SEC with respect thereto, the expiration or earlier termination of any applicable waiting period under the HSR Act, approval for listing on Nasdaq of the shares of Berkeley Lights common stock to be issued pursuant to the merger agreement, and the absence of any judgment or order enacted, promulgated, issued, entered, amended or enforced by any governmental authority or any applicable law that prevents, makes illegal, enjoins or prohibits the consummation of the merger. The obligation of each of IsoPlexis and Berkeley Lights to consummate the merger is also conditioned on, among other things, the accuracy of the representations and warranties made by the other party on the date of the merger agreement and on the closing date (subject to certain materiality and material adverse effect qualifiers), and the performance by the other party in all material respects of its obligations under the merger agreement. No assurance can be given that the required stockholder, governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Berkeley Lights and IsoPlexis expect to achieve if the merger is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 126.

The completion of the merger may be subject to the receipt of regulatory clearance in the United States and in certain foreign jurisdictions. Each of Berkeley Lights, Merger Sub and IsoPlexis has agreed to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the merger and the other transactions contemplated by the merger agreement as promptly as practicable, including using reasonable best efforts to obtain or make all necessary or appropriate filings under applicable law.

With respect to the United States, if the transaction becomes reportable under the HSR Act, the merger may not be completed until Notification and Report Forms have been filed with the FTC and the DOJ and the applicable waiting period (or any extension thereof) has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR notifications or the early termination of that waiting period, at the earliest. At any time before or after the completion of the merger, the DOJ or the FTC could take action under the U.S. competition laws. Private parties may also seek to take legal action against the transaction under competition laws.

The success of the merger will depend in part on the retention of personnel critical to the business and operations of the combined company due to, for example, their technical skills or management expertise. Competition for qualified personnel can be intense.

Current and prospective employees of Berkeley Lights and IsoPlexis may experience uncertainty about their future role with Berkeley Lights and IsoPlexis until strategies with regard to these employees are announced or executed, which may impair Berkeley Lights’ and IsoPlexis’ ability to attract, retain and motivate key management, sales, marketing, technical and other personnel prior to and following the merger. Employee retention may be particularly challenging during the pendency of the merger, as employees of Berkeley Lights and IsoPlexis may experience uncertainty about their future roles with the combined company. If Berkeley Lights and IsoPlexis are unable to retain personnel that are critical to the successful integration and future operations of the companies, Berkeley Lights and IsoPlexis could face disruptions in their operations, loss of existing customers or loss of sales to existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the merger.

If key employees of Berkeley Lights or IsoPlexis depart, the integration of the companies may be more difficult and the combined company’s business following the merger may be harmed. Furthermore, the combined company may incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of Berkeley Lights or IsoPlexis, and the combined company’s ability to realize the anticipated benefits of the merger may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees into the combined company. No assurance can be given that the combined company will be able to attract or retain key employees of Berkeley Lights and IsoPlexis to the same extent that those companies have been able to attract or retain their own employees in the past.

The merger will happen only if the stated conditions are met, including the approval of the Berkeley Lights share issuance proposal, the approval of the IsoPlexis merger proposal and the receipt of any required regulatory approvals, among other conditions. Many of the conditions are outside the control of Berkeley Lights and IsoPlexis, and both parties also have certain rights to terminate the merger agreement. Accordingly, there may be uncertainty regarding the completion of the merger. This uncertainty may cause customers, suppliers, distributors, vendors, strategic partners or others that deal with Berkeley Lights or IsoPlexis to delay or defer entering into contracts with Berkeley Lights or IsoPlexis or making other decisions concerning Berkeley Lights or IsoPlexis or seek to change or cancel existing business relationships with Berkeley Lights or IsoPlexis, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have an adverse impact on the respective businesses of Berkeley Lights and IsoPlexis, regardless of whether the merger is ultimately completed.

In addition, the merger agreement restricts Berkeley Lights, IsoPlexis and their respective subsidiaries from making certain acquisitions and Berkeley Lights and IsoPlexis and their respective subsidiaries from taking other specified actions during the pendency of the merger without the consent of the other parties. These restrictions may prevent Berkeley Lights and IsoPlexis from pursuing attractive business opportunities or strategic transactions that may arise prior to the completion of the merger. See the section entitled “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” beginning on page 116 for a description of the restrictive covenants to which each of Berkeley Lights and IsoPlexis is subject.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of Berkeley Lights and IsoPlexis. Specifically:

In addition, Berkeley Lights and IsoPlexis have each diverted significant management resources in an effort to complete the merger and are each subject to restrictions contained in the merger agreement on the conduct of their respective businesses. If the merger is not completed, Berkeley Lights and IsoPlexis will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

When considering the recommendations of the Berkeley Lights board of directors or the IsoPlexis board of directors, as applicable, with respect to the proposals described in this joint proxy statement/prospectus, stockholders should be aware that the directors and executive officers of each of Berkeley Lights and IsoPlexis have interests in the merger that are different from, or in addition to, those of Berkeley Lights stockholders and IsoPlexis stockholders

generally. These interests include the continued employment of certain executive officers of Berkeley Lights by the combined company, the continued service of certain directors of Berkeley Lights as directors of the combined company, the treatment in the merger of outstanding equity, equity-based and incentive awards, severance arrangements, other compensation and benefit arrangements, and the right to continued indemnification of former Berkeley Lights and IsoPlexis directors and officers by the combined company.

Berkeley Lights stockholders and IsoPlexis stockholders should be aware of these interests when they consider the recommendations of the Berkeley Lights board of directors or the IsoPlexis boards of directors, as applicable, that they vote to approve the Berkeley Lights share issuance proposal, in the case of Berkeley Lights stockholders, or that they vote to approve the IsoPlexis merger proposal, in the case of IsoPlexis stockholders. The Berkeley Lights board of directors was aware of and considered these interests when it approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, declared that it is fair to, and in the best interests of, Berkeley Lights and the Berkeley Lights stockholders that Berkeley Lights enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement and recommended that the Berkeley Lights stockholders approve the Berkeley Lights share issuance proposal.. The interests of Berkeley Lights directors and executive officers are described in more detail in the section entitled “Interests of Berkeley Lights’ Directors and Executive Officers in the Merger” beginning on page 145. Likewise, the IsoPlexis board of directors was aware of and considered these interests when it approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, declared that it is fair to, and in the best interests of, IsoPlexis and the IsoPlexis stockholders that IsoPlexis enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement and recommended that the IsoPlexis stockholders approve the IsoPlexis merger proposal. The interests of IsoPlexis directors and executive officers are described in more detail in the section entitled “Interests of IsoPlexis’ Directors and Executive Officers in the Merger” beginning on page 145.

To the extent permitted by law, Berkeley Lights or IsoPlexis may determine to waive, in whole or part, one or more of the conditions to their respective obligations to consummate the merger. Berkeley Lights and IsoPlexis currently expect to evaluate the materiality of any waiver and its effect on Berkeley Lights stockholders or IsoPlexis stockholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination as to whether to waive any condition to the merger or as to re-soliciting stockholder approval or amending this joint proxy statement/prospectus as a result of a waiver will be made by Berkeley Lights or IsoPlexis, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement contains “no shop” provisions that restrict each of Berkeley Lights’ and IsoPlexis’ ability to, among other things (each as described under the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals” beginning on page 120):

Furthermore, there are only limited exceptions to the requirement under the merger agreement that neither the Berkeley Lights board of directors nor the IsoPlexis board of directors withdraw (or modify or qualify in any manner adverse to the other party) the Berkeley Lights recommendation or the IsoPlexis recommendation, as applicable (each as defined in the section entitled “The Merger Agreement—Representations and Warranties” beginning on page 114). Although the Berkeley Lights board of directors or IsoPlexis board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the merger agreement, in response to a superior proposal or to an intervening event (if the applicable board of directors determines in good faith that a failure to do so would be inconsistent with its fiduciary duties under applicable law), such change of recommendation would entitle the other party to terminate the merger agreement and collect a termination fee from the party making a change of recommendation in the amount of $2.3 million. For more information, see the sections entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 128 and “The Merger Agreement—Termination Fees” beginning on page 128.

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the exchange ratio in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

Berkeley Lights and IsoPlexis have incurred and expect to incur a number of non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the merger. These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, including severance payments that may be made to certain IsoPlexis employees, filing fees, printing expenses and other related charges. Some of these costs are payable by Berkeley Lights or IsoPlexis regardless of whether the merger is completed.

The combined company will also incur restructuring and integration costs in connection with the merger. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of either Berkeley Lights or the combined company. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of IsoPlexis’ business. Although Berkeley Lights expects that the elimination of duplicative costs, strategic benefits and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by Berkeley Lights even if the merger is not completed.

While Berkeley Lights has assumed that certain expenses would be incurred in connection with the merger and the other transactions contemplated by the merger agreement, there are many factors beyond Berkeley Lights’ control that could affect the total amount or the timing of the integration and implementation expenses.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or 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 in lieu of fractional shares or (d) any combination of the foregoing.

Because the merger is of Merger Sub with and into IsoPlexis and holders of Berkeley Lights common stock will continue to hold their shares following completion of the merger, holders of Berkeley Lights common stock are not entitled to appraisal rights in the merger.

Because shares of Berkeley Lights common stock are listed on Nasdaq, a national securities exchange, and are expected to continue to be so listed, and because IsoPlexis stockholders are not required by the terms of the merger

agreement to accept for their shares anything other than shares of Berkeley Lights common stock and cash in lieu of fractional shares, holders of IsoPlexis common stock will not be entitled to appraisal rights in the merger. See the section entitled “No Appraisal Rights” beginning on page 161.

The success of the merger will depend on, among other things, the ability of Berkeley Lights and IsoPlexis to combine their businesses in a manner that facilitates growth opportunities and realizes expected cost savings. Berkeley Lights and IsoPlexis have entered into the merger agreement because each believes that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of their respective stockholders and that combining the businesses of Berkeley Lights and IsoPlexis will produce benefits and cost savings. See also the section entitled “The Merger—Recommendation of the Berkeley Lights Board of Directors; Berkeley Lights’ Reasons for the Merger” beginning on page 76 and “The Merger—Recommendation of the IsoPlexis Board of Directors; IsoPlexis’ Reasons for the Merger” beginning on page 79.

However, Berkeley Lights and IsoPlexis must successfully combine their respective businesses in a manner that permits these benefits to be realized. In addition, the combined company must achieve the anticipated growth and cost savings without adversely affecting current revenues and investments in future growth. 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.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what Berkeley Lights and IsoPlexis expect and may take longer to achieve than anticipated. If Berkeley Lights and IsoPlexis are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

Berkeley Lights and IsoPlexis have operated and, until the completion of the merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Berkeley Lights employees or key IsoPlexis employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others, must be addressed in integrating the operations of Berkeley Lights and IsoPlexis in order to realize the anticipated benefits of the merger so the combined company performs as expected:

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the combined company.

As a result of the merger, the combined company may experience impacts on relationships with customers, suppliers and distributors that may harm the combined company’s business and results of operations. Certain customers, suppliers or distributors may seek to terminate or modify contractual obligations following the merger whether or not contractual rights are triggered as a result of the merger. There can be no guarantee that customers, suppliers and distributors will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the merger. If any customers, suppliers or distributors seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business and results of operations may be harmed. Furthermore, the combined company will not have long-term arrangements with many of its significant suppliers. If the combined company’s suppliers were to seek to terminate or modify an arrangement with the combined company, then the combined company may be unable to procure necessary supplies from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

Berkeley Lights and IsoPlexis also have contracts with vendors, landlords, licensors and other business partners which may require Berkeley Lights or IsoPlexis, as applicable, to obtain consent 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 revenue, incur costs and lose rights that may be material to the combined company’s business. In addition, third parties with whom Berkeley Lights or IsoPlexis currently have relationships may 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 any such disruptions could also be exacerbated by a delay in the completion of the merger or by a termination of the merger agreement.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, distributors, consumers and other third parties due to the combination of Berkeley Lights’ business and IsoPlexis’ 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.

If it is determined that the merger does not qualify as a tax-free “reorganization” for U.S. federal income tax purposes, U.S. holders of IsoPlexis common stock will generally recognize capital gain or loss as a result of the merger.

As further described below in “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 149, it is the opinion of Cravath, Swaine & Moore LLP that the merger will qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Code. However, such opinion is not binding on the IRS or any court. If it is determined that the merger does not qualify as a tax-free “reorganization,” the merger would be a taxable transaction to IsoPlexis stockholders for U.S. federal income tax purposes. In that case, a U.S. holder (as defined below in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) would generally recognize capital gain or loss measured by reference to the fair market value of BLI common stock received in exchange for such U.S. holder’s IsoPlexis common stock. For more information about the tax consequences related to the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 149.

The unaudited pro forma condensed combined financial information and unaudited pro forma per share data included in this joint proxy statement/prospectus are presented for illustrative purposes only, contain a variety of adjustments, assumptions and preliminary estimates and are not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. The combined company’s actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. For more information, see the sections entitled “Comparative Historical Unaudited Pro Forma Per Share Data” beginning on page 28 and “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 133.

While presented with numeric specificity, the Berkeley Lights and IsoPlexis unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is based on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition, general business conditions, the biotechnology and related industries, and economic, market and financial conditions and additional matters specific to Berkeley Lights’ or IsoPlexis’ business, as applicable) that are inherently subjective and uncertain and are beyond the control of the respective management teams of Berkeley Lights and IsoPlexis. As a result, actual results may differ materially from the unaudited pro forma condensed combined financial information. Important factors that may affect actual results and cause these unaudited projected financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to Berkeley Lights’ or IsoPlexis’ business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods), industry performance and general business and economic conditions. For more information see the sections entitled “The Merger—Berkeley Lights Unaudited Financial Projections” beginning on page 99 and “The Merger—IsoPlexis Unaudited Financial Projections” beginning on page 99.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of the professionals currently employed by Berkeley Lights and IsoPlexis. It is possible that these employees may decide not to remain with Berkeley Lights or IsoPlexis, as applicable, while the merger is pending, or with the combined company. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Berkeley Lights and IsoPlexis to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Berkeley Lights and IsoPlexis may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms.

The existing indebtedness of Berkeley Lights and IsoPlexis may limit the financial flexibility of the combined company.

Berkeley Lights and IsoPlexis continue to review the treatment of their existing indebtedness, which will accelerate at the completion of the merger unless the lenders to such indebtedness provide their prior written consent. Berkeley Lights and IsoPlexis may seek to repay, refinance, repurchase, redeem, replace, exchange or otherwise terminate their existing indebtedness prior to, in connection with or following the completion of the merger. If either Berkeley Lights or IsoPlexis seeks to refinance or replace its existing indebtedness, there can be no guarantee that it will be able to execute the refinancing or replacement on favorable terms or at all.

The substantial indebtedness of the combined company could have adverse effects on the combined company’s financial condition and results of operations, including:

The combined company’s ability to arrange any additional financing for the purposes described above or otherwise will depend on, among other factors, the companies’ respective financial positions and performance on a pro forma basis, as well as prevailing market conditions and other factors that may be beyond their control. The level and quality of the combined company’s earnings, operations, business and management, among other things, will impact the determination of the combined company’s credit ratings. A decrease in the ratings assigned to the combined company by the ratings agencies may negatively impact the combined company’s access to the debt capital markets and increase the combined company’s cost of borrowing. There can be no assurance that the combined company will be able to obtain financing on acceptable terms or at all. In addition, there can be no assurance that the combined company will be able to maintain the current creditworthiness or prospective credit ratings of the combined company, and any actual or anticipated changes or downgrades in such credit ratings may have a negative impact on the liquidity, capital position or access to capital markets of the combined company.

The definitive credit agreements governing the indebtedness of Berkeley Lights, IsoPlexis or the combined company may contain various affirmative and negative covenants. Such covenants may, subject to certain significant exceptions, restrict the ability of the combined company and certain of its subsidiaries to, among other things, incur liens, incur debt, engage in mergers, consolidations and acquisitions, transfer assets outside the ordinary course of business, make loans or other investments, pay dividends, repurchase equity interests, make other payments with respect to equity interests, repay or repurchase subordinated debt and engage in affiliate transactions. In addition, such credit agreements may contain financial covenants that would require the combined company to maintain certain financial ratios under certain circumstances. The ability of the combined company and its subsidiaries to comply with these provisions may be affected by events beyond their control. Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate the combined company’s repayment obligations.

The ongoing COVID-19 pandemic has impacted each of Berkeley Lights’ and IsoPlexis’ businesses, and Berkeley Lights and IsoPlexis expect that the ongoing effects of the COVID-19 pandemic will continue to impact the combined company’s business. Governments and businesses have taken, and may continue to take, unprecedented measures in response to the COVID-19 pandemic. Such measures have included restrictions on travel and business operations, temporary closures of businesses, and quarantines and shelter-in-place orders. The COVID-19 pandemic has caused significant volatility and disruption in global financial markets.

The extent to which the COVID-19 pandemic will impact the combined company is highly uncertain and is difficult to predict. The pandemic’s effects and their extent will depend on various factors, including, but not limited to, the duration, scope and impact of the pandemic, restrictions on business and social distancing guidelines that may be requested or mandated by governmental authorities and how quickly and to what extent normal economic and operating conditions can resume. Relevant adverse consequences of the pandemic could include reduced liquidity, increased volatility of the combined company’s stock price, operational disruption or failure due to spread of disease within the combined company or due to restrictions on business and social distancing guidelines imposed or requested by governmental authorities, unavailability of raw materials, disruption in the supply chain and increased cybersecurity and fraud risks due to increased online and remote activity, as well as the adverse consequences of a macroeconomic slowdown, recession or depression.

Even after the COVID-19 pandemic has subsided, the combined company may continue to experience adverse impacts to its business as a result of the COVID-19’s global economic impact, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.

Berkeley Lights’ business is and will be subject to the risks described above. In addition, Berkeley Lights is, and will continue to be, subject to the risks described in the Berkeley Lights Annual Report on Form 10-K for the year ended December 31, 2021, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof), all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 170 for the location of information incorporated by reference into this joint proxy statement/prospectus.

IsoPlexis’ business is and will be subject to the risks described above. In addition, IsoPlexis is, and will continue to be, subject to the risks described in IsoPlexis’ Annual Report on Form 10-K for the year ended December 31, 2021, which is included as Annex F-1 to this joint proxy statement/prospectus.

Berkeley Lights is a life sciences tools company focused on enabling and accelerating the rapid development and commercialization of biotherapeutics and other cell-based products for their customers. The Berkeley Lights Platform captures deep phenotypic, functional, and genotypic information for thousands of single cells in parallel and can also deliver the live biology customers desire in the form of the best cells.

Berkeley Lights common stock is listed on Nasdaq under the ticker symbol “BLI.”

For more information about Berkeley Lights, please visit Berkeley Lights’ website at http://www.berkeleylights.com. The information contained on Berkeley Lights’ website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Berkeley Lights is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 170.

IsoPlexis is empowering labs to leverage the cells and proteome changing the course of human health. IsoPlexis’ platforms provide insights into how multi-functional immune cells communicate and respond, assisting researchers in understanding and predicting disease progression, treatment resistance and therapeutic efficacy.

IsoPlexis common stock is listed on Nasdaq under the ticker symbol “ISO.”

For more information about IsoPlexis, please visit IsoPlexis’ website at http://www.isoplexis.com. The information contained on IsoPlexis’ website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this joint proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about IsoPlexis is included in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 170.

Merger Sub was formed by Berkeley Lights solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. By operation of the merger, Merger Sub will be merged with and into IsoPlexis, with IsoPlexis continuing as the surviving corporation and as a wholly owned subsidiary of Berkeley Lights.

This joint proxy statement/prospectus is being mailed to holders of record of Berkeley Lights common stock as of the close of business on February 14, 2023 and constitutes notice of the Berkeley Lights special meeting in conformity with the requirements of the DGCL and the Berkeley Lights bylaws.

This joint proxy statement/prospectus is being provided to Berkeley Lights stockholders in connection with the solicitation of proxies by the Berkeley Lights board of directors for use at the Berkeley Lights special meeting and at any adjournments or postponements of the Berkeley Lights special meeting. Berkeley Lights stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

The Berkeley Lights special meeting is scheduled to be held virtually via the Internet on March 16, 2023, beginning at 8:00 a.m., Pacific Time (unless the special meeting is adjourned or postponed).

The Berkeley Lights special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. Berkeley Lights stockholders will be able to attend the Berkeley Lights special meeting online and vote their shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/BLI2023SM, which is referred to as the “Berkeley Lights special meeting website.” Berkeley Lights stockholders will need the 16-digit control number found on their proxy card in order to access the Berkeley Lights special meeting website.

The purpose of the Berkeley Lights special meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

The Berkeley Lights board of directors unanimously recommends that Berkeley Lights stockholders vote:

After careful consideration, the Berkeley Lights board of directors unanimously: (1) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement; (2) declared that it is fair to, and in the best interests of, Berkeley Lights and the Berkeley Lights stockholders that Berkeley Lights enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement; and (3) recommended that the Berkeley Lights stockholders approve the Berkeley Lights share issuance proposal and directed that the Berkeley Lights share issuance proposal be submitted to the Berkeley Lights stockholders at the Berkeley Lights special meeting.

See also the section entitled “The Merger—Recommendation of the Berkeley Lights Board of Directors; Berkeley Lights’ Reasons for the Merger” beginning on page 76.

The record date to determine stockholders who are entitled to receive notice of and to vote at the Berkeley Lights special meeting or any adjournments or postponements thereof is February 14, 2023. As of the close of business on February 6, 2023, there were 72,173,586 shares of Berkeley Lights common stock issued and outstanding and entitled to vote at the Berkeley Lights special meeting.

Each Berkeley Lights stockholder will have one vote for any matter properly brought before the Berkeley Lights special meeting for each share of Berkeley Lights common stock such holder owned at the close of business on the Berkeley Lights record date. Only Berkeley Lights stockholders of record at the close of business on the Berkeley Lights record date are entitled to receive notice of and to vote at the Berkeley Lights special meeting and any and all adjournments or postponements thereof.

A quorum of stockholders is necessary to conduct the Berkeley Lights special meeting. The holders of a majority of the shares of Berkeley Lights common stock issued and outstanding and entitled to vote at the meeting must be present in person or represented by proxy at the Berkeley Lights special meeting in order to constitute a quorum. Abstentions will be counted for purposes of determining whether a quorum exists. If a quorum is not present, the Berkeley Lights special meeting will be postponed until the holders of the number of shares of Berkeley Lights common stock required to constitute a quorum attend.

Banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine.” Generally, a broker non-vote occurs on an item when a bank, broker or other nominee returns a proxy but does not provide instructions as to how shares should be voted on a particular matter. Because none of the proposals to be voted on at the Berkeley Lights special meeting are “routine” matters for which brokers may have discretionary authority to vote, Berkeley Lights does not expect any broker non-votes at the Berkeley Lights special meeting. As a result, if you hold your shares of Berkeley Lights common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in one of the ways indicated by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you submit a properly executed proxy card, even if you abstain from voting or vote against the Berkeley Lights share issuance proposal or Berkeley Lights adjournment proposal, your shares of Berkeley Lights common stock will be counted for purposes of calculating whether a quorum is present at the Berkeley Lights special meeting. Executed but unvoted proxies will be voted in accordance with the recommendations of the Berkeley Lights board of directors. If additional votes must be solicited to approve the Berkeley Lights share issuance proposal, it is expected that the meeting will be adjourned to solicit additional proxies.

The vote required to approve the Berkeley Lights share issuance proposal assumes the presence of a quorum. As described above, Berkeley Lights does not expect there to be any broker non-votes at the Berkeley Lights special meeting.

As of February 6, 2023, Berkeley Lights directors and executive officers, as a group, beneficially owned and were entitled to vote 17% of the total number of shares of Berkeley Lights common stock then outstanding. Dr. Igor Khandros, a director of Berkeley Lights, has entered into a voting agreement in connection with the merger agreement, solely in his capacity as a stockholder of Berkeley Lights, under which he has agreed to vote all shares of Berkeley Lights that he beneficially owns in favor of the Berkeley Lights share issuance proposal and certain other matters. Berkeley Lights currently expects that all of its other directors and executive officers will vote their shares “FOR” the Berkeley Lights share issuance proposal and “FOR” the Berkeley Lights adjournment proposal. See also the section entitled “Interests of Berkeley Lights’ Directors and Executive Officers in the Merger” beginning on page 145 and the arrangements described in Part III of Berkeley Lights’ Annual Report on Form 10-K for the fiscal year ended on December 31, 2021, and Berkeley Lights’ Definitive Proxy Statement on Schedule 14A for Berkeley Lights’ annual meeting filed with the SEC on April 15, 2022, both of which are incorporated into this joint proxy statement/prospectus by reference.

If you are a stockholder of record, you may vote at the Berkeley Lights special meeting by proxy through the Internet, by telephone or by mail, or by attending the Berkeley Lights special meeting and voting in person via the Berkeley Lights special meeting website, as described below.

Unless revoked, all duly executed proxies representing shares of Berkeley Lights common stock entitled to vote will be voted at the Berkeley Lights special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. By executing and submitting a proxy in connection with the Berkeley Lights special meeting, you designate certain Berkeley Lights officers identified therein as your proxies at the

Berkeley Lights special meeting. If you submit an executed proxy without providing instructions with respect to any proposal, then the Berkeley Lights officers identified on the proxy will vote your shares consistent with the recommendation of the Berkeley Lights board of directors on such proposal. If you are a stockholder of record, proxies submitted over the Internet, by telephone or by mail as described above must be received by 11:59 p.m., Eastern Time, on March 15, 2023. To reduce administrative costs and help the environment by conserving natural resources, Berkeley Lights asks that you vote through the Internet or by telephone.

If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of Berkeley Lights common stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the Berkeley Lights special meeting; see the section entitled “The Berkeley Lights Special Meeting—Quorum; Abstentions and Broker Non-Votes” beginning on page 46.

If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must obtain a specific control number from your bank, broker or other nominee in order to attend and vote in person at the Berkeley Lights special meeting via the Berkeley Lights special meeting website. For more information on how to attend in person, see the section entitled “The Berkeley Lights Special Meeting—Attending the Berkeley Lights Special Meeting” beginning on page 49.

Any stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Berkeley Lights special meeting. If you are a Berkeley Lights stockholder of record, you may revoke your proxy by any of the following actions:

Execution or revocation of a proxy will not in any way affect a stockholder’s right to attend the Berkeley Lights special meeting and vote in person.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the Berkeley Lights special meeting via the Berkeley Lights special meeting website.

Berkeley Lights is soliciting proxies to provide an opportunity to all Berkeley Lights stockholders to vote on agenda items, whether or not the stockholders are able to attend the Berkeley Lights special meeting or any adjournment or postponement thereof. Berkeley Lights will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Berkeley Lights will ask banks, brokers and other custodians, nominees and fiduciaries to forward the proxy solicitation materials to the beneficial owners of shares of Berkeley Lights common stock held of record by such nominee holders. Berkeley Lights will reimburse these nominee holders for their reasonable out-of-pocket expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Berkeley Lights has retained Innisfree to assist in the solicitation process. Berkeley Lights estimates that it will pay Innisfree a fee of approximately $20,000, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable expenses. Berkeley Lights also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of Berkeley Lights or by Berkeley Lights directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of Berkeley Lights will not be paid any additional amounts for their services or solicitation in this regard.

If you wish to attend the Berkeley Lights special meeting via the Berkeley Lights special meeting website, you must (i) be a stockholder of record of Berkeley Lights at the close of business on February 14, 2023 (the record date for the Berkeley Lights special meeting), (ii) hold your shares of Berkeley Lights common stock beneficially in the name of a broker, bank or other nominee as of the Berkeley Lights record date or (iii) hold a valid proxy for the Berkeley Lights special meeting.

To enter the Berkeley Lights special meeting website and attend the Berkeley Lights special meeting, you will need the 16-digit control number located on your proxy card. If you hold your Berkeley Lights shares in street name beneficially through a broker, bank or other nominee and you wish to attend the Berkeley Lights special meeting via the Berkeley Lights special meeting website, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee.

If you plan to attend the Berkeley Lights special meeting and vote in person via the Berkeley Lights special meeting website, Berkeley Lights still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to attend the Berkeley Lights special meeting via the Berkeley Lights special meeting website. Voting your proxy by the Internet, telephone or mail will not limit your right to vote at the Berkeley Lights special meeting via the Berkeley Lights special meeting website if you later decide to attend in person.

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can request prompt delivery of a copy of this joint proxy statement/prospectus by writing to: Berkeley Lights, Inc., Attn: Investor Relations, 5858 Horton Street, Suite 320, Emeryville, California, 94608 or by calling (510) 858-2855.

The Berkeley Lights board of directors will appoint an independent inspector of election for the Berkeley Lights special meeting. The inspector of election will, among other matters, determine the number of shares of Berkeley

Lights common stock present in person or represented by proxy at the Berkeley Lights special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to Berkeley Lights stockholders.

If a quorum is present at the Berkeley Lights special meeting but there are insufficient votes at the time of the Berkeley Lights special meeting to approve the Berkeley Lights share issuance proposal, then Berkeley Lights stockholders may be asked to vote on the Berkeley Lights adjournment proposal.

At any subsequent reconvening of the Berkeley Lights special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the Berkeley Lights special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

If you need assistance voting or completing your proxy card or have questions regarding the Berkeley Lights special meeting, please contact Innisfree, the proxy solicitation agent for Berkeley Lights:

This joint proxy statement/prospectus is being furnished to you as a Berkeley Lights stockholder as part of the solicitation of proxies by the Berkeley Lights board of directors for use at the Berkeley Lights special meeting to consider and vote upon a proposal to approve the issuance of shares of Berkeley Lights common stock to IsoPlexis stockholders in connection with the merger, which issuance is referred to as the “share issuance” and which proposal is referred to as the “Berkeley Lights share issuance proposal.” Based on the number of shares of IsoPlexis common stock outstanding as of February 6, 2023, Berkeley Lights expects to issue, in the aggregate, approximately 24,695,163 shares of Berkeley Lights common stock to IsoPlexis stockholders in connection with the merger. The actual number of shares of Berkeley Lights common stock to be issued in connection with the merger will be determined at the effective time based on the exchange ratio and the number of shares of IsoPlexis common stock outstanding at such time. Based on the number of shares of Berkeley Lights common stock and IsoPlexis common stock outstanding on February 6, 2023, on completion of the merger, former IsoPlexis stockholders are expected to own approximately 25% of the outstanding shares of the combined company and Berkeley Lights stockholders immediately prior to the merger are expected to own approximately 75% of the outstanding shares of the combined company.

The Berkeley Lights board of directors unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and declared that it is fair to, and in the best interests of, Berkeley Lights and the Berkeley Lights stockholders that Berkeley Lights enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement. Accordingly, the Berkeley Lights board of directors unanimously recommends that Berkeley Lights stockholders vote “FOR” the Berkeley Lights share issuance proposal, and “FOR” the Berkeley Lights adjournment proposal.

The merger cannot be completed unless the Berkeley Lights share issuance proposal is approved by Berkeley Lights stockholders. Assuming the presence of a quorum, approval requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) at the Berkeley Lights special meeting on the Berkeley Lights share issuance proposal. An abstention, a broker non-vote or other failure to vote will have no effect on the outcome of the Berkeley Lights share issuance proposal.

The Berkeley Lights special meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the Berkeley Lights share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Berkeley Lights stockholders.

Berkeley Lights is asking its stockholders to authorize the holder of any proxy solicited by the Berkeley Lights board of directors to vote in favor of any adjournment of the Berkeley Lights special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Berkeley Lights share issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Berkeley Lights stockholders.

The Berkeley Lights board of directors unanimously recommends that Berkeley Lights stockholders approve the proposal to adjourn the Berkeley Lights special meeting, if necessary.

If there is a quorum present, approval of the Berkeley Lights adjournment proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) at the Berkeley Lights special meeting on the Berkeley Lights adjournment proposal. In that case, an abstention, a broker non-vote or other failure to vote will have no effect on the outcome of the Berkeley Lights adjournment proposal.

If a quorum is not present, then either (1) the person presiding over the meeting or (2) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the Berkeley Lights special meeting. In the case of (2), a Berkeley Lights stockholder’s abstention from voting, a broker non-vote or the failure of a Berkeley Lights stockholder not present at the meeting to vote will have the same effect as a vote “AGAINST” the Berkeley Lights adjournment proposal.

This joint proxy statement/prospectus is being mailed to holders of record of IsoPlexis common stock as of the close of business on February 14, 2023 and constitutes notice of the IsoPlexis special meeting in conformity with the requirements of the DGCL and the IsoPlexis bylaws.

This joint proxy statement/prospectus is being provided to IsoPlexis stockholders in connection with the solicitation of proxies by the IsoPlexis board of directors for use at the IsoPlexis special meeting and at any adjournments or postponements of the IsoPlexis special meeting. IsoPlexis stockholders are encouraged to read the entire document carefully, including the annexes to and documents incorporated by reference into this document, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement.

The IsoPlexis special meeting is scheduled to be held virtually via the Internet on March 16, 2023, beginning at 11:00 a.m., Eastern Time (unless the special meeting is adjourned or postponed).

The IsoPlexis special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. IsoPlexis stockholders will be able to attend the IsoPlexis special meeting online and vote their shares electronically at the meeting by visiting meetnow.global/MXPL9X4, which is referred to as the “IsoPlexis special meeting website.” IsoPlexis stockholders will need the 16-digit control number found on their proxy card in order to access the IsoPlexis special meeting website.

The purpose of the IsoPlexis special meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

The IsoPlexis board of directors unanimously recommends that IsoPlexis stockholders vote:

After careful consideration, the IsoPlexis board of directors unanimously: (1) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement; (2) declared that it is fair to, and in the best interests of, IsoPlexis and the IsoPlexis stockholders that IsoPlexis enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement; and (3) recommended that IsoPlexis stockholders adopt the merger agreement and directed that the merger agreement be submitted to IsoPlexis stockholders for adoption at the IsoPlexis special meeting.

See also the section entitled “The Merger—Recommendation of the IsoPlexis Board of Directors; IsoPlexis’ Reasons for the Merger” beginning on page 79.

The record date to determine stockholders who are entitled to receive notice of and to vote at the IsoPlexis special meeting or any adjournments or postponements thereof is February 14, 2023. As of the close of business on February 6, 2023, there were 40,351,574 shares of IsoPlexis common stock issued and outstanding and entitled to vote at the IsoPlexis special meeting.

Each IsoPlexis stockholder is entitled to one vote for each share of IsoPlexis common stock held of record as of the close of business on the IsoPlexis record date. Only IsoPlexis stockholders of record at the close of business on the IsoPlexis record date are entitled to receive notice of and to vote at the IsoPlexis special meeting and any and all adjournments or postponements thereof.

A quorum of IsoPlexis stockholders is necessary to hold the IsoPlexis special meeting. A quorum will exist at the IsoPlexis special meeting if holders of record of shares of IsoPlexis common stock representing a majority of the outstanding shares of IsoPlexis common stock entitled to vote at the meeting are present in person via the IsoPlexis special meeting website or represented by proxy at the IsoPlexis special meeting. All shares of IsoPlexis common stock represented by a valid proxy and all abstentions will be counted as present for purposes of establishing a quorum. All of the proposals for consideration at the IsoPlexis special meeting are considered “non-routine” matters under the NYSE and Nasdaq rules, and, therefore, banks, brokers and other nominees are not permitted to vote on any of the matters to be considered at the IsoPlexis special meeting unless they have received instructions from the beneficial owners. As a result, no “broker non-votes” are expected at the meeting, and shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals brought before the IsoPlexis special meeting.

The vote required to approve the IsoPlexis merger proposal assumes the presence of a quorum. As described above, IsoPlexis does not expect there to be any broker non-votes at the IsoPlexis special meeting.

As of February 6, 2023, IsoPlexis directors and executive officers, as a group, beneficially owned and were entitled to vote approximately 25% of the total number of shares of IsoPlexis common stock then outstanding. Sean Mackay, Chief Executive Officer of IsoPlexis and a director of IsoPlexis, has entered into a voting agreement in connection with the merger agreement, solely in his capacity as a stockholder of IsoPlexis, under which he has agreed to vote all shares of IsoPlexis that he beneficially owns in favor of the IsoPlexis merger proposal and certain other matters. IsoPlexis currently expects that all of its other directors and executive officers will vote their shares “FOR” the IsoPlexis merger proposal and “FOR” the IsoPlexis adjournment proposal. See the section entitled “Interests of IsoPlexis’ Directors and Executive Officers in the Merger” beginning on page 146 and the arrangements described in Part III of IsoPlexis’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and IsoPlexis’ Definitive Proxy Statement on Schedule 14A for IsoPlexis’ 2022 annual meeting of stockholders filed with the SEC on April 29, 2022, which are attached as Annexes F-1 and G, respectively, to this joint proxy statement/prospectus.

If you are a stockholder of record, you may vote at the IsoPlexis special meeting by proxy through the Internet, by telephone or by mail, or by attending the IsoPlexis special meeting and voting in person via the IsoPlexis special meeting website, as described below.

Unless revoked, all duly executed proxies representing shares of IsoPlexis common stock entitled to vote will be voted at the IsoPlexis special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. By executing and submitting a proxy in connection with the IsoPlexis special meeting, you designate certain IsoPlexis officers and directors identified therein as your proxies at the IsoPlexis special meeting. If you submit an executed proxy without providing instructions with respect to any proposal, then the IsoPlexis officers and directors identified on the proxy will vote your shares consistent with the recommendation of the IsoPlexis board of directors on such proposal. If you are a stockholder of record, proxies submitted by mail as described above must be received by 11:59 p.m., Eastern Time, on March 15, 2023. To reduce administrative costs and help the environment by conserving natural resources, IsoPlexis asks that you vote through the Internet or by telephone.

If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee with respect to a proposal, your shares of IsoPlexis common stock will not be voted on that proposal as your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the IsoPlexis special meeting; see the section entitled “The IsoPlexis Special Meeting—Quorum; Abstentions and Broker Non-Votes” beginning on page 54.

If you hold your shares through a bank, broker or other nominee in “street name” instead of as a registered holder, you must first obtain a legal proxy issued in your name from your bank, broker or other nominee. Once you have received a legal proxy issued in your name from your bank, broker or other nominee, please email a scan or image of it to Computershare at legalproxy@computershare.com with “Legal Proxy” noted in the subject line. Upon receipt of your legal proxy, Computershare will provide you with a control number by email. The cut-off time for requesting a control number is March 13, 2023, three business days prior to the date of the IsoPlexis special meeting, at 5:00 p.m., Eastern Time. For more information on how to attend in person, see the section entitled “The IsoPlexis Special Meeting—Attending the IsoPlexis Special Meeting” beginning on page 57.

Any stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the IsoPlexis special meeting. If you are an IsoPlexis stockholder of record, you may revoke your proxy by any of the following actions:

Only your last submitted proxy card will be considered.

Execution or revocation of a proxy will not in any way affect a stockholder’s right to attend the IsoPlexis special meeting and vote in person.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed to:

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the IsoPlexis special meeting via the IsoPlexis special meeting website. See “—Attending the IsoPlexis Special Meeting” beginning on page 57.

IsoPlexis is soliciting proxies to provide an opportunity to all IsoPlexis stockholders to vote on agenda items, whether or not the stockholders are able to attend the IsoPlexis special meeting or any adjournment or postponement thereof. IsoPlexis will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, IsoPlexis will request that banks, brokers and other nominee record holders send proxies and proxy materials to the beneficial owners of shares of IsoPlexis common stock held of record by such banks, brokers and other nominees and secure their voting instructions, if necessary. IsoPlexis may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

IsoPlexis has retained Okapi Partners to assist in the solicitation of proxies for the IsoPlexis special meeting. IsoPlexis estimates that it will pay Okapi Partners a fee of approximately $14,000, plus additional fees to be determined at the conclusion of the solicitation and reimbursement of reasonable expenses. IsoPlexis has agreed to indemnify Okapi Partners against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of IsoPlexis or by IsoPlexis directors, officers and other employees in person, by mail, by telephone, by facsimile, by messenger, via the Internet or by other means of communication, including electronic communication. Directors, officers and employees of IsoPlexis will not be paid any additional amounts for their services or solicitation in this regard.

If you wish to attend the IsoPlexis special meeting via the IsoPlexis special meeting website, you must (i) be a stockholder of record of IsoPlexis at the close of business on February 14, 2023 (the record date for the IsoPlexis special meeting), (ii) hold your shares of IsoPlexis common stock beneficially in the name of a broker, bank or other nominee as of the IsoPlexis record date or (iii) hold a valid proxy for the IsoPlexis special meeting.

To enter the IsoPlexis special meeting website and attend the IsoPlexis special meeting, you will need the 16-digit control number located on your proxy card. If you hold your IsoPlexis shares in street name beneficially through a broker, bank or other nominee and you wish to attend the IsoPlexis special meeting via the IsoPlexis special meeting website, you will need to first obtain a legal proxy issued in your name from your bank, broker or other nominee. Once you have received a legal proxy issued in your name from your bank, broker or other nominee, please email a scan or image of it to Computershare at legalproxy@computershare.com with “Legal Proxy” noted in the subject line. Upon receipt of your legal proxy, Computershare will provide you with a control number by email. The cut-off time for requesting a control number is March 13, 2023, three business days prior to the date of the IsoPlexis special meeting, at 5:00 p.m., Eastern Time.

If you plan to attend the IsoPlexis special meeting and vote in person via the IsoPlexis special meeting website, IsoPlexis still encourages you to vote in advance by the Internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to attend the IsoPlexis special meeting via

the IsoPlexis special meeting website. Voting your proxy by the Internet, telephone or mail will not limit your right to vote at the IsoPlexis special meeting via the IsoPlexis special meeting website if you later decide to attend in person.

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. IsoPlexis has previously adopted householding for stockholders of record. As a result, stockholders with the same address and last name may receive only one copy of this joint proxy statement/prospectus. Registered IsoPlexis stockholders (those who hold shares directly in their name with IsoPlexis’ transfer agent) may opt out of householding and receive a separate joint proxy statement/prospectus or other proxy materials by sending a written request to IsoPlexis at the address below.

Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

IsoPlexis will promptly deliver a copy of this joint proxy statement/prospectus to any IsoPlexis stockholder who received only one copy of these materials due to householding upon request in writing to: IsoPlexis Corporation, Attn: Secretary, 35 NE Industrial Road, Branford, Connecticut 06405 or by calling (203) 208-4111.

The IsoPlexis board of directors will appoint an independent inspector of election for the IsoPlexis special meeting. The inspector of election will, among other matters, determine the number of shares of IsoPlexis common stock present in person or represented by proxy at the IsoPlexis special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to IsoPlexis stockholders at the IsoPlexis special meeting.

If a quorum is present at the IsoPlexis special meeting but there are insufficient votes at the time of the IsoPlexis special meeting to approve the IsoPlexis merger proposal, then IsoPlexis stockholders may be asked to vote on the IsoPlexis adjournment proposal.

At any subsequent reconvening of the IsoPlexis special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the IsoPlexis special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

If you need assistance voting or completing your proxy card or have questions regarding the IsoPlexis special meeting, please contact Okapi Partners, IsoPlexis’ proxy solicitor for the IsoPlexis special meeting:

This joint proxy statement/prospectus is being furnished to you as a stockholder of IsoPlexis in connection with the solicitation of proxies by the IsoPlexis board of directors for use at the IsoPlexis special meeting. At the IsoPlexis special meeting, IsoPlexis is asking stockholders to consider and vote upon a proposal to adopt the merger agreement, pursuant to which Merger Sub will merge with and into IsoPlexis, with IsoPlexis being the surviving corporation in the merger and becoming a wholly owned subsidiary of Berkeley Lights. On completion of the merger, IsoPlexis stockholders will be entitled to receive 0.6120 of a share of Berkeley Lights common stock for each share of IsoPlexis common stock held immediately prior to the effective time of the merger (other than certain excluded shares as described in the merger agreement), with cash (without interest and after giving effect to any required tax withholdings as provided in the merger agreement) being paid in lieu of any fractional shares of Berkeley Lights common stock that IsoPlexis stockholders would otherwise be entitled to receive.

The IsoPlexis board of directors unanimously approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and declared that it is fair to, and in the best interests of, IsoPlexis and the IsoPlexis stockholders that IsoPlexis enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement.

Accordingly, the IsoPlexis board of directors unanimously recommends that IsoPlexis stockholders vote “FOR” the IsoPlexis merger proposal. The merger and a summary of the terms of the merger agreement are described in more detail in the sections of this joint proxy statement/prospectus entitled “The Merger” beginning on page 61 and “The Merger Agreement” beginning on page 109, and IsoPlexis stockholders are encouraged to read the full text of the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus.

Completion of the merger is conditioned on the approval of the IsoPlexis merger proposal by IsoPlexis stockholders. Only holders of record of shares of IsoPlexis common stock outstanding as of the close of business on February 14, 2023, the record date for the IsoPlexis special meeting, are entitled to notice of, and to vote at, the IsoPlexis special meeting or any adjournment or postponement of the IsoPlexis special meeting. IsoPlexis stockholders may cast one vote for each share of IsoPlexis common stock that IsoPlexis stockholders own of record as of that record date.

Assuming a quorum is present at the IsoPlexis special meeting, the approval of the IsoPlexis merger proposal requires the affirmative vote of a majority of the outstanding shares of IsoPlexis common stock entitled to vote on the proposal. Accordingly, shares of IsoPlexis common stock not present at the IsoPlexis special meeting, shares that are present and not voted on the IsoPlexis merger proposal, including due to the failure of any IsoPlexis stockholder who holds their shares in “street name” through a bank, broker or other nominee to provide any voting instructions to such bank, broker or other nominee with respect to the IsoPlexis merger proposal, and abstentions will have the same effect as a vote “AGAINST” the IsoPlexis merger proposal.

The IsoPlexis special meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the IsoPlexis merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to IsoPlexis stockholders.

IsoPlexis is asking its stockholders to authorize the holder of any proxy solicited by the IsoPlexis board of directors to vote in favor of any adjournment of the IsoPlexis special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the IsoPlexis merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to IsoPlexis stockholders.

The IsoPlexis board of directors unanimously recommends that IsoPlexis stockholders approve the proposal to adjourn the IsoPlexis special meeting, if necessary or appropriate.

If a quorum is present at the IsoPlexis special meeting, the approval of the IsoPlexis adjournment proposal requires the affirmative vote of the majority of voting power of IsoPlexis common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal. Accordingly, any shares not present in person via the IsoPlexis special meeting website or represented by proxy at the IsoPlexis special meeting, including due to the failure of any stockholder holding their shares in “street name” to provide any voting instructions to their bank, broker or other nominee with respect to the IsoPlexis special meeting, will have no effect on the outcome of the IsoPlexis adjournment proposal. However, an abstention or other failure of any represented shares to vote on the proposal will have the same effect as a vote “AGAINST” the IsoPlexis adjournment proposal. In addition, if any IsoPlexis stockholder who holds their shares in “street name” through a bank, broker or other nominee provides voting instructions to such bank, broker or other nominee with respect to the IsoPlexis merger proposal, but not the IsoPlexis adjournment proposal, before the IsoPlexis special meeting it will have the same effect as a vote “AGAINST” the IsoPlexis adjournment proposal.

If a quorum is not present at the IsoPlexis special meeting, the chairperson of the meeting or the holders of a majority of the voting power present in person or represented by proxy at the meeting and entitled to vote at the meeting may adjourn the meeting to another time and/or place from time to time until a quorum shall be present in person or represented by proxy. In the case of an adjournment by holders of a majority of the voting power present in person or represented by proxy at the meeting and entitled to vote at the meeting, an abstention or other failure of any represented shares to vote on the proposal will have the same effect as a vote “AGAINST” the IsoPlexis adjournment proposal. In addition, if any IsoPlexis stockholder who holds their shares in “street name” through a bank, broker or other nominee provides voting instructions to such bank, broker or other nominee with respect to the IsoPlexis merger proposal, but not the IsoPlexis adjournment proposal, before the IsoPlexis special meeting it will have the same effect as a vote “AGAINST” the IsoPlexis adjournment proposal.

The following is a description of material aspects of the merger. While Berkeley Lights and IsoPlexis believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire joint proxy statement/prospectus, including the text of the merger agreement attached to this joint proxy statement/prospectus as Annex A, for a more complete understanding of the merger. In addition, important business and financial information about each of Berkeley Lights and IsoPlexis is included in or incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 170.

Berkeley Lights, Merger Sub and IsoPlexis have entered into the merger agreement, which provides for the merger of Merger Sub with and into IsoPlexis. As a result of the merger, the separate corporate existence of Merger Sub will cease and IsoPlexis will continue its existence under the DGCL as the surviving corporation and as a wholly owned subsidiary of Berkeley Lights. The surviving corporation will be named “IsoPlexis Corporation”.

At the effective time, each share of IsoPlexis common stock (other than shares to be canceled or converted in accordance with the merger agreement as described in the section entitled “The Merger Agreement—Merger Consideration) issued and outstanding immediately prior to the effective time will be converted into the right to receive 0.6120 of a share of Berkeley Lights common stock. Each IsoPlexis stockholder will receive cash (without interest and after giving effect to any required tax withholdings as provided in the merger agreement) in lieu of any fractional shares of Berkeley Lights common stock that such stockholder would otherwise receive in the merger. Any cash amounts to be received by an IsoPlexis stockholder in lieu of any fractional shares of Berkeley Lights common stock will be rounded down to the nearest whole cent. IsoPlexis stockholders will also have the right to receive any unpaid dividends or other distributions in accordance with procedures set forth in the merger agreement.

The exchange ratio is fixed, which means that it will not change between now and the closing date, regardless of whether the market price of Berkeley Lights common stock or IsoPlexis common stock changes. Therefore, the value of the merger consideration will depend on the market price of Berkeley Lights common stock at the effective time. The market price of Berkeley Lights common stock has fluctuated since the date of the announcement of the merger agreement and is expected to continue to fluctuate from the date of this joint proxy statement/prospectus to the date of the respective Berkeley Lights and IsoPlexis special meeting, through the date the merger is completed and thereafter. The market price of Berkeley Lights common stock, when received by IsoPlexis stockholders in connection with the merger, could be greater than, less than or the same as the market price of Berkeley Lights common stock on the date of this joint proxy statement/prospectus or at the time of the IsoPlexis special meeting. Accordingly, you should obtain current market quotations for Berkeley Lights common stock and IsoPlexis common stock before deciding how to vote with respect to any of the proposals described in this joint proxy statement/prospectus. Berkeley Lights common stock is traded on Nasdaq under the symbol “BLI” and IsoPlexis common stock is traded on Nasdaq under the symbol “ISO.”

As part of Berkeley Lights’ ongoing strategic planning process, the Berkeley Lights board of directors and the Berkeley Lights management team regularly review and assess Berkeley Lights’ businesses and operations, and regularly review and assess various potential strategic alternatives available to enhance value for Berkeley Lights stockholders. Since before the consummation of Berkeley Lights’ initial public offering in July 2020, Cowen and Company, LLC (“Cowen”), as financial advisor, has from time to time assisted Berkeley Lights in evaluating such strategic alternatives.

In October 2021, IsoPlexis consummated its initial public offering (the “IPO”), in which shares of IsoPlexis common stock were priced at $15.00 per share. Prior to the IPO, IsoPlexis, together with its financial and legal advisors, reviewed and evaluated a range of strategic alternatives to an initial public offering, including the potential sale of IsoPlexis or a business combination with a strategic transaction partner.

As part of this review, in April and May 2021, IsoPlexis, with assistance from its financial advisor, Evercore Group L.L.C. (“Evercore”), contacted over 15 potential transaction counterparties, including Berkeley Lights. As a result of these discussions, IsoPlexis executed non-disclosure agreements with customary provisions (and no standstill provisions) with eight potential transaction counterparties, including a biotechnology company that is referred to as Party A, a biotechnology company that is referred to as Party B, a life sciences company that is referred to as Party C and a life sciences company that is referred to as Party D. IsoPlexis did not execute a non-disclosure agreement with Berkeley Lights at this time. IsoPlexis, with assistance from Evercore, facilitated due diligence and engaged in further discussions regarding a potential transaction with each of those eight parties. The IsoPlexis board of directors determined that it would be in the best interests of IsoPlexis and its stockholders to pursue the IPO instead of a sale or business combination at that time.

Since the consummation of the IPO, the IsoPlexis board of directors and IsoPlexis management have, from time to time and working with financial and legal advisors, evaluated various financial and strategic opportunities and alternatives with a view to enhancing stockholder value. These evaluations focused on, among other things, IsoPlexis’ business, strategic objectives, financial results, liquidity needs and rate of cash burn as well as current industry, regulatory, economic and market conditions, trends and cycles.

On October 18, 2021, a senior executive of a life sciences company that is referred to as Party E contacted Sean Mackay, one of the co-founders and the Chief Executive Officer of IsoPlexis, to discuss the potential for a business combination between IsoPlexis and Party E. IsoPlexis engaged with Party E, but the discussions did not advance beyond preliminary discussions at that time and no offer or valuation was proposed.

On January 26, 2022, a senior executive of a biotechnology company that is referred to as Party F contacted Mr. Mackay to discuss the potential for exploring the technical compatibility of certain potential use cases for Party F products on the IsoPlexis platform, and that executive also indicated that Party F may be interested in a subsequent business combination with IsoPlexis. Mr. Mackay indicated that IsoPlexis was currently focused on executing its strategic plan as a stand-alone public company but that he would discuss the outreach with the IsoPlexis board of directors.

On February 12, 2022, Mr. Mackay and John Strahley, the Chief Financial Officer of IsoPlexis, were contacted by a senior executive of a biotechnology company that is referred to as Party G. The Party G senior executive expressed to Messrs. Mackay and Strahley interest in exploring a potential business combination between IsoPlexis and Party G. Messrs. Mackay and Strahley indicated that IsoPlexis was currently focused on executing its strategic plan as a stand-alone public company but that they would discuss the outreach with the IsoPlexis board of directors.

On February 15, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management present. Michael Egholm, who was at the time (and still is) the Chief Executive Officer of Standard BioTools, Inc., identified a potential conflict with respect to the exploration by IsoPlexis of potential strategic alternatives and recused himself from attendance in advance of the meeting. In addition, from that point through his resignation from the IsoPlexis board of directors on August 22, 2022, Mr. Egholm was excluded by the IsoPlexis board of directors from attending any meetings of the IsoPlexis board of directors relating to the exploration of any potential strategic alternatives, waived notice with respect to any such meetings and was excluded from receiving any information in his capacity as an IsoPlexis director from IsoPlexis or its representatives regarding potential strategic alternatives. The IsoPlexis board of directors discussed the calls from Party F and Party G and the possibility of exploring a potential strategic transaction. Richard W. Rew II, Senior Vice President, General Counsel & Secretary of IsoPlexis, outlined the fiduciary duties of directors in the context of a potential strategic transaction. After discussion, the IsoPlexis board of directors determined it was advisable, and directed IsoPlexis management to work with Evercore, to continue to gather additional information and gauge third-party interest in potential strategic transactions. The closing price of IsoPlexis common stock was $5.99 per share on February 14, 2022, the last trading day prior to this meeting.

From February 16, 2022 through March 2022, representatives of Evercore conducted preliminary discussions with representatives of a number of companies, including Party A, Party B, Party C, Party D, Party F, Party G, a biotechnology company that is referred to as Party H and a technology manufacturing company that is referred to as Party I, to gauge interest in a potential strategic transaction with IsoPlexis. Except as described below, discussions with such parties did not advance beyond preliminary stages.

On February 18, 2022, Mr. Mackay contacted a senior executive of a biotechnology company that is referred to as Party J and held a preliminary discussion with that executive regarding possible synergies in a potential business combination between IsoPlexis and Party J.

On February 25, 2022, a senior executive of Party G communicated to Mr. Mackay that Party G anticipated submitting a non-binding letter of interest in the coming weeks regarding Party G’s interest in a potential stock-for-stock merger with IsoPlexis. Over the course of the following three weeks, the Party G senior executive and Mr. Mackay continued periodic preliminary discussions concerning a potential business combination and the possibility that Party G may submit a non-binding letter of interest.

On February 28, 2022, Mr. Mackay and representatives of Party H held a discussion regarding the life sciences industry and updates in their respective businesses. The representatives of Party H expressed preliminary interest in exploring a potential strategic transaction with IsoPlexis, including an equity investment and other potential collaboration opportunities.

On March 1, 2022, a senior executive of Party B indicated to Mr. Mackay that the Party B management team conducted a preliminary analysis of IsoPlexis, and that Party B would likely submit a non-binding letter of interest regarding Party B’s interest in a business combination with IsoPlexis with mixed cash-and-stock consideration.

On March 4, 2022, representatives of Party F expressed interest in a business combination with IsoPlexis to representatives of Evercore.

On March 7, 2022, IsoPlexis and Party F executed a non-disclosure agreement (which did not include a standstill provision) to facilitate sharing of confidential information relating to the exploration of the technical compatibility of certain potential use cases for Party F products on the IsoPlexis platform. Also on that day, representatives of Party F expressed to representatives of Evercore that, while they may be interested in a broader transaction with IsoPlexis, they had questions about the strategic fit between the two companies and concerns about IsoPlexis’ rate of cash burn.

Also on March 7, 2022, Mr. Mackay contacted the Chair of Party E to reinitiate a discussion regarding a potential business combination between IsoPlexis and Party E.

On March 9, 2022, representatives of Party B notified IsoPlexis management that after additional analysis they had determined that IsoPlexis’ technology did not sufficiently fit with Party B’s strategic direction at that time, and thus that Party B would not be submitting a letter of interest or actively pursuing a business combination with IsoPlexis at that time.

Also on March 9, 2022, Siddhartha Kadia, who was at the time a director of IsoPlexis, was appointed Chief Executive Officer of Berkeley Lights.

On March 11, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management present, to discuss the status of discussions with third parties regarding a potential strategic transaction. Dr. Kadia recused himself from attendance in advance of the meeting. In addition, from that point through his resignation from the IsoPlexis board of directors on August 22, 2022, Dr. Kadia was excluded by the IsoPlexis board of directors from attending any meetings of the IsoPlexis board of directors relating to the exploration of any potential strategic alternatives, waived notice with respect to any such meetings and was excluded from receiving any information in his capacity as an IsoPlexis director from IsoPlexis or its representatives regarding potential strategic alternatives. The IsoPlexis board of directors also reviewed a proposed engagement letter with Evercore and a related disclosure letter provided to the IsoPlexis board of directors by Evercore that identified Evercore’s prior and current relationships with IsoPlexis and certain other parties. After consideration of the related disclosure letter, the IsoPlexis board of directors approved the engagement letter with Evercore, which was executed later that day.

On March 18, 2022, a senior executive of Party G indicated to Mr. Mackay that Party G’s management was currently more focused on pursuing other matters and no longer expected to submit an indication of interest letter to IsoPlexis at that time but that Party G remained interested in exploring a potential business combination with IsoPlexis at a later date.

Also on March 18, 2022, Dr. Kadia contacted Mr. Mackay and expressed interest in a potential business combination between Berkeley Lights and IsoPlexis.

On March 23, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management present. The IsoPlexis board of directors discussed and approved a revised annual operating plan and budget, which, among other things, would reduce employee headcount and other operating expenditures in light of IsoPlexis’ revised revenue projections and end-of-quarter cash projections.

On March 24, 2022, Dr. Kadia contacted Mr. Mackay to re-affirm Berkeley Lights’ interest in exploring a business combination with IsoPlexis.

Also on March 24, 2022, representatives of Party A notified representatives of Evercore that Party A was not interested in pursuing a business combination with IsoPlexis based on its own internal review and strategic priorities.

On March 29, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management present. The IsoPlexis board of directors discussed and approved (i) an amendment to IsoPlexis’ credit agreement with Perceptive Credit Holdings III, LP (together with its affiliates that hold IsoPlexis debt, shares or warrants, as applicable, “Perceptive”), pursuant to which the size of the existing Tranche C term loan would be decreased and a new Tranche D term loan in the amount of such decrease would be made available subject to several conditions, and (ii) an amendment to the Warrant Certificate originally issued to Perceptive in December 2020, pursuant to which the exercise price of the warrant shares would be decreased.

Also on March 29, 2022, senior executives of Party F indicated to Mr. Mackay that they were continuing to evaluate a potential business combination with IsoPlexis but that their management team was currently more focused on other objectives.

On March 31, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management present. The IsoPlexis board of directors discussed, among other things, certain financing matters, including the recent changes to IsoPlexis’ credit agreement described above and the impact of those changes, including that there was no immediate need for IsoPlexis to increase liquidity. The IsoPlexis board of directors determined that, in light of the impact of the changes to IsoPlexis’ credit agreement and following consideration of the process to date, IsoPlexis would pause any outreach efforts to actively pursue a potential strategic transaction but would continue to evaluate strategic initiatives to increase liquidity or otherwise enhance stockholder value, including by evaluating and responding to any inbound substantive interest, including with respect to Berkeley Lights, as appropriate.

On April 1, 2022, members of the respective management teams of Berkeley Lights and IsoPlexis met to discuss the strategic fit between Berkeley Lights and IsoPlexis and other aspects of a potential business combination between the two companies.

On April 9, 2022, at Berkeley Lights’ direction, representatives of Cowen contacted representatives of Evercore to express Berkeley Lights’ interest in submitting an indication of interest for a potential business combination with IsoPlexis. Evercore conveyed to Cowen that IsoPlexis was not currently actively pursuing a potential strategic transaction but would evaluate and respond to any inbound substantive interest as appropriate.

On April 14, 2022, the Berkeley Lights board of directors held a meeting, with members of Berkeley Lights management and representatives of Cowen present, to discuss the potential business combination with IsoPlexis. At the request of the Berkeley Lights board of directors, Cowen reviewed certain historical financial information with respect to IsoPlexis and certain preliminary illustrative financial analyses with respect to a potential business combination utilizing publicly available information, including research analyst forecasts for Berkeley Lights and IsoPlexis. The Berkeley Lights board of directors, members of Berkeley Lights management and representatives of Cowen also discussed Berkeley Lights’ perspectives regarding the potential strategic rationale for pursuing a potential transaction with IsoPlexis. Following this discussion, the Berkeley Lights board of directors authorized Dr. Kadia to deliver to IsoPlexis a non-binding written proposal for a stock-for-stock merger between Berkeley Lights and IsoPlexis.

On April 21, 2022, Berkeley Lights provided IsoPlexis with a preliminary non-binding letter of interest (the “Berkeley Lights April 21 LOI”) stating its interest in a potential stock-for-stock merger with IsoPlexis. The Berkeley Lights April 21 LOI did not contain a proposed exchange ratio, an implied premium or other proposed economic terms of a potential transaction, but indicated that Berkeley Lights had engaged a consulting firm at its own cost to conduct a detailed market study which was expected to take six weeks and scheduled to begin on May 2, 2022. The closing price of IsoPlexis common stock was $2.21 per share on April 20, 2022, the last trading day prior to IsoPlexis’ receipt of the Berkeley Lights April 21 LOI.

Between April 21, 2022 and April 25, 2022, the Chairman of the IsoPlexis board of directors, other members of the IsoPlexis board of directors, members of IsoPlexis management and representatives of Evercore and Cravath, Swaine & Moore LLP (“Cravath”), IsoPlexis’ legal advisor, discussed the Berkeley Lights April 21 LOI and the status of other third-party interest in a potential strategic transaction, as well as the current requirements on management in operating IsoPlexis’ business.

On April 25, 2022, the Chairman of the IsoPlexis board of directors and the Chairman of the Berkeley Lights board of directors met to discuss the Berkeley Lights April 21 LOI, and the Chairman of the IsoPlexis board of directors conveyed that IsoPlexis did not believe the Berkeley Lights April 21 LOI was sufficient to form the basis for moving forward to further explore a potential business combination between IsoPlexis and Berkeley Lights at that time. The Chairman of the Berkeley Lights board of directors stated that Berkeley Lights would provide IsoPlexis with a revised proposal that would, among other things, provide more detail regarding the proposed economic terms of a potential transaction.

On April 29, 2022, the Berkeley Lights board of directors held a meeting, with members of Berkeley Lights management and representatives of Cowen present, to receive an update on the discussions with IsoPlexis and to further discuss the potential business combination. At the request of the Berkeley Lights board of directors, Cowen provided an updated overview of certain historical financial information with respect to IsoPlexis and certain preliminary illustrative financial analyses with respect to a potential business combination utilizing publicly available information, including research analyst forecasts for Berkeley Lights and IsoPlexis. Following discussion, the Berkeley Lights board of directors authorized Dr. Kadia to deliver to IsoPlexis a revised non-binding written proposal for a stock-for-stock merger between Berkeley Lights and IsoPlexis that would result in IsoPlexis shareholders owning approximately 29% of the combined company.

Later on April 29, 2022, Berkeley Lights provided IsoPlexis with a revised preliminary non-binding letter of interest (the “Berkeley Lights April 29 LOI”) re-confirming its interest in a potential stock-for-stock merger with IsoPlexis. The Berkeley Lights April 29 LOI proposed a 75% premium to the closing price of IsoPlexis common stock on April 28, 2022 (which was $2.03), the last trading day prior to IsoPlexis’ receipt of the Berkeley Lights April 29 LOI, which implied a price per share to IsoPlexis stockholders of $3.55, such that IsoPlexis stockholders would own approximately 29% of the combined company based on the closing price of Berkeley Lights common stock on April 28, 2022, and which implied an exchange ratio of 0.6993 shares of Berkeley Lights stock for each share of IsoPlexis stock as of such date. The Berkeley Lights April 29 LOI was subject to the completion of the detailed market study by Berkeley Lights’ consulting firm, the completion of due diligence, further assessment of potential synergies and negotiation of definitive agreements, among other things.

On May 5, 2022, Mr. Mackay and the Chair of Party E continued their prior discussions regarding a potential business combination between IsoPlexis and Party E. The discussions between IsoPlexis and Party E did not advance beyond a preliminary stage.

On May 6, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to discuss the Berkeley Lights April 29 LOI and the discussions with other parties potentially interested in a strategic transaction with IsoPlexis. The IsoPlexis board of directors discussed the key terms of the Berkeley Lights April 29 LOI and other topics related to a potential business combination, including other potential counterparties, the status of discussions with those potential counterparties and the directors’ fiduciary duties in the context of a potential strategic transaction. Representatives of Evercore provided preliminary illustrative financial analyses with respect to a potential business combination between IsoPlexis and Berkeley Lights utilizing publicly available information. After deliberation, the IsoPlexis board of directors concluded that IsoPlexis management, together with Evercore and Cravath, should engage with Berkeley Lights, including participating in the market study to be conducted by Berkeley Lights’ consultant.

After the IsoPlexis board of directors meeting concluded on May 6, 2022, representatives of Evercore sent a draft non-disclosure agreement on behalf of IsoPlexis to representatives of Cowen on behalf of Berkeley Lights.

On May 10, 2022, Party G provided IsoPlexis with a preliminary non-binding letter of interest (the “Party G May 10 LOI”) stating its interest in a potential stock-for-stock merger with IsoPlexis. The Party G May 10 LOI proposed a fixed exchange ratio of shares of the common stock of Party G for each share of IsoPlexis common stock within a range that implied a price per share range to IsoPlexis stockholders of $3.04 to $3.59 based on the 10-day volume weighted average price of the common stock of Party G as of May 9, 2022 (the last trading day prior to IsoPlexis’ receipt of the Party G May 10 LOI), representing a premium of approximately 32% to 56% to the closing price of IsoPlexis common stock on May 9, 2022 (which was $2.30), and which would result in IsoPlexis stockholders owning approximately 20% to 23% of the combined company. The Party G May 10 LOI included a request that IsoPlexis engage with Party G on an exclusive basis until June 15, 2022.

On May 13, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to discuss the Party G May 10 LOI. The IsoPlexis board of directors

instructed IsoPlexis and its advisors to negotiate a non-disclosure agreement with Party G to facilitate mutual due diligence and to enable IsoPlexis to explore a potential business combination with Party G, and did not authorize IsoPlexis to grant any exclusivity period to Party G at that time.

On May 17, 2022, IsoPlexis and Berkeley Lights executed a non-disclosure agreement (the “Berkeley Lights NDA”). The Berkeley Lights NDA contained a customary standstill provision that would automatically terminate upon the entry by IsoPlexis into a definitive agreement with a third party and other customary provisions.

Also on May 17, 2022, representatives of a financial sponsor with experience in the biotechnology and scientific tools sectors that is referred to as Party K contacted representatives of IsoPlexis to express preliminary interest in a potential strategic transaction with IsoPlexis.

On May 18, 2022, IsoPlexis and Party G executed a non-disclosure agreement (the “Party G NDA”). The Party G NDA contained a customary standstill provision that would automatically terminate upon the entry by IsoPlexis into a definitive agreement with a third party and other customary provisions; it did not include any period for exclusive negotiations as was requested by Party G.

On May 20, 2022, representatives of Evercore contacted a senior executive of Party G and communicated that while the Party G May 10 LOI was not sufficiently compelling to grant Party G exclusivity at that time, IsoPlexis would agree to engage in mutual due diligence to enable each of IsoPlexis and Party G to explore a potential business combination between IsoPlexis and Party G; Evercore and Party G coordinated with respect to data requests and other due diligence matters.

On May 25, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to further discuss the indication of interest letters received by IsoPlexis from Berkeley Lights and Party G, to discuss the recent outreach by Party K, to review the discussions with other third parties regarding a potential strategic transaction and to discuss potential next steps. The IsoPlexis board of directors discussed the key terms of each of the Berkeley Lights April 29 LOI and the Party G May 10 LOI. Representatives of Evercore also presented a summary of discussions with other strategic and financial parties regarding a potential strategic transaction. The IsoPlexis board of directors also discussed, among other things, IsoPlexis’ financial results, liquidity needs, rate of cash burn and the broader industry and macroeconomic environment. Representatives of Evercore discussed public company valuations in the small-market capitalization biotechnology and life sciences tools sectors, and liquidity concerns among IsoPlexis and its industry peers in light of free cash flow generation challenges. The IsoPlexis board of directors discussed with members of IsoPlexis management and representatives of Evercore and Cravath a range of IsoPlexis’ strategic alternatives, including, among others, potential equity and debt issuances, potential joint ventures, potential partnerships and potential alternative investments and transactions involving financial sponsors. The IsoPlexis board of directors considered the risks to IsoPlexis and its business inherent in a potential sale process. The IsoPlexis board of directors further considered all of the information gathered during the exploration of a potential sale of the company conducted prior to the IPO described above. After deliberation, the IsoPlexis board of directors directed IsoPlexis management, together with Evercore, to continue to share confidential business information with Berkeley Lights and Party G to enable them to conduct a due diligence review of IsoPlexis and in parallel to reach out to specified additional potential transaction counterparties that would be most likely to deliver actionable written proposals to enter into a strategic transaction agreement with IsoPlexis.

On May 26, 2022, representatives of Evercore contacted the respective representatives of each of Party F, Party H, Party J and a diversified industrial conglomerate that is referred to as Party L and invited each to submit a non-binding letter of interest for a strategic transaction with IsoPlexis.

From May 26, 2022 through July 2022, members of IsoPlexis management, Evercore and Cravath coordinated with Berkeley Lights and Party G and their respective representatives with respect to providing non-public financial and operational information about IsoPlexis, facilitating due diligence and related process matters.

On May 27, 2022, representatives of Evercore sent a draft non-disclosure agreement to the respective representatives of each of Party H and Party L. Party H did not ultimately return or execute the draft non-disclosure agreement.

On May 31, 2022, Mr. Mackay invited Party K to enter into a non-disclosure agreement with IsoPlexis to facilitate due diligence and a potential written proposal regarding a strategic transaction with IsoPlexis.

On June 3, 2022, Mr. Mackay contacted a financial sponsor with experience in the biotechnology sector that is referred to as Party M, and a financial sponsor with experience in the biotechnology sector that is referred to as Party N, to discuss the business and operations of IsoPlexis and to invite each to enter into a non-disclosure agreement to facilitate due diligence and potentially submit a written proposal regarding a strategic transaction with IsoPlexis.

Also on June 3, 2022, representatives of Evercore contacted four financial sponsors with experience in the biotechnology sector that are referred to as Party O, Party P, Party Q and Party R to discuss the business and operations of IsoPlexis and to invite each to enter into a non-disclosure agreement to facilitate due diligence and potentially submit a written proposal regarding a strategic transaction with IsoPlexis. Each of Party P, Party Q and Party R declined to enter into a non-disclosure agreement and declined to pursue a potential strategic transaction with IsoPlexis.

Later on June 3, 2022, representatives of Evercore sent a draft non-disclosure agreement to representatives of each of Party M, Party N and Party O.

Also on June 3, 2022, members of IsoPlexis management and representatives of Party G participated in a management presentation, during which the parties and their representatives engaged in various discussions regarding IsoPlexis, its business, operations, activities and financial information.

On June 8, 2022, IsoPlexis and Party M executed a non-disclosure agreement, which contained a customary standstill provision that would automatically terminate upon the entry by IsoPlexis into a definitive agreement with a third party and other customary provisions, after which IsoPlexis management and representatives of Evercore provided certain non-public financial and operational information about IsoPlexis to Party M.

Also on June 8, 2022, representatives of Party K notified representatives of Evercore that after further analysis they determined that Party K would not be submitting a letter of interest or otherwise pursuing a strategic transaction with IsoPlexis at that time.

On June 9, 2022, IsoPlexis and Party L executed a non-disclosure agreement, which contained a customary standstill provision that would automatically terminate upon the entry by IsoPlexis into a definitive agreement with a third party and other customary provisions, after which IsoPlexis management and representatives of Evercore provided certain non-public financial and operational information about IsoPlexis to Party L.

On June 10, 2022, members of IsoPlexis management and representatives of Party G participated in a management presentation, during which the parties and their representatives engaged in various discussions regarding Party G, its business, operations, activities and financial information.

On June 14, 2022, IsoPlexis and Party N executed a non-disclosure agreement, which contained a customary standstill provision that would automatically terminate upon the entry by IsoPlexis into a definitive agreement with a third party and other customary provisions, after which IsoPlexis management and representatives of Evercore provided certain non-public financial and operational information about IsoPlexis to Party N.

Also on June 14, 2022, members of IsoPlexis management and representatives of Party L participated in a management presentation, during which the parties and their representatives engaged in various discussions regarding IsoPlexis, its business, operations, activities and financial information. After the presentation, the representatives of Party L indicated that they anticipated Party L would submit a non-binding letter of interest for a potential business combination with IsoPlexis.

On June 15, 2022, representatives of Evercore contacted the representatives of Party F that had previously contacted IsoPlexis management to confirm if Party F was still evaluating a potential strategic transaction with IsoPlexis. The representatives of Party F stated that Party F was unlikely to submit a written proposal or otherwise pursue a strategic transaction with IsoPlexis at that time.

Also on June 15, 2022, the Chairman of the IsoPlexis board of directors contacted the Chairman of the Berkeley Lights board of directors, and representatives of Evercore contacted representatives of Cowen, each requesting an update on the status of Berkeley Lights’ due diligence review, including the status of the market study being performed by Berkeley Lights’ consultant. Each of the Chairman of the Berkeley Lights board of directors and, at Berkeley Lights' direction, the representatives of Cowen indicated that Berkeley Lights’ work was ongoing and that Berkeley Lights would revert when it was prepared to submit a revised proposal or continue negotiations regarding a potential business combination with IsoPlexis.

On June 16, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management present, to discuss various topics, including financial and operational business updates and updates regarding the process of exploring strategic alternatives.

On June 17, 2022, IsoPlexis and Party O executed a non-disclosure agreement, which contained a customary standstill provision that would automatically terminate upon the entry by IsoPlexis into a definitive agreement with a third party and other customary provisions, after which IsoPlexis management and representatives of Evercore provided certain non-public financial and operational information about IsoPlexis to Party O.

Also on June 17, 2022, representatives of Evercore connected with representatives of Party J to follow up on the status of Party J’s internal evaluation of a potential strategic transaction with IsoPlexis. On June 23, 2022, IsoPlexis and Party J executed a non-disclosure agreement, which contained a customary standstill provision that would automatically terminate upon the entry by IsoPlexis into a definitive agreement with a third party and other customary provisions, after which IsoPlexis management and representatives of Evercore provided certain non-public financial and operational information about IsoPlexis to Party J.

Also on June 23, 2022, members of IsoPlexis management and representatives of Party O participated in a management presentation, during which the parties and their representatives engaged in various discussions regarding IsoPlexis, its business, operations, activities and financial information.

On June 27, 2022, Party G provided IsoPlexis with a revised non-binding letter of interest (the “Party G June 27 LOI”) re-confirming its interest in a potential business combination with IsoPlexis. The Party G June 27 LOI proposed a fixed exchange ratio of shares of common stock of Party G for each share of IsoPlexis common stock within a range that implied a price per share range to IsoPlexis stockholders of $3.05 to $3.43 based on the 10-day volume weighted average price of the common stock of Party G as of June 27, 2022 (the last trading day prior to IsoPlexis’ receipt of the Party G June 27 LOI), representing a premium of approximately 51% to 70% to the closing price of IsoPlexis common stock on June 27, 2022 (which was $2.02), and which would result in IsoPlexis stockholders owning approximately 29% to 31% of the combined company. The Party G June 27 LOI included a request that IsoPlexis engage with Party G on an exclusive basis until July 25, 2022.

Also on June 27, 2022, Mr. Mackay connected with a representative of Party C to discuss the business and operations of IsoPlexis and to gauge Party C’s interest in a potential business combination with IsoPlexis.

On June 29, 2022, representatives of Party C contacted representatives of Evercore and notified them of Party C’s interest in exploring a potential business combination with IsoPlexis.

On June 30, 2022, representatives of Evercore sent a draft non-disclosure agreement to representatives of Party C.

On July 7, 2022, members of IsoPlexis management and representatives of Party J participated in a management presentation, during which the parties and their representatives engaged in various discussions regarding IsoPlexis, its business, operations, activities and financial information.

Later on July 7, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management present, to discuss the process, including the Party G June 27 LOI and the status of interactions with the other potential counterparties to a strategic transaction. After discussion, the IsoPlexis board of directors determined that the Party G June 27 LOI was not sufficiently compelling to grant Party G exclusivity at that time, and the IsoPlexis board of directors instructed IsoPlexis management, together with Evercore, to continue to engage with Party G and other parties regarding a potential strategic transaction.

Later on July 7, 2022, representatives of Evercore contacted a senior executive of Party G to communicate that the Party G June 27 LOI was not sufficiently compelling to grant Party G exclusivity at that time and to invite Party G to submit a revised proposal regarding a potential business combination with IsoPlexis by July 22, 2022.

On July 8, 2022, IsoPlexis and Party C executed a non-disclosure agreement, which contained a customary standstill provision that would automatically terminate upon the entry by IsoPlexis into a definitive agreement with a third party and other customary provisions, after which IsoPlexis management and representatives of Evercore provided certain non-public financial and operational information about IsoPlexis to Party C.

On July 11, 2022, members of IsoPlexis management and representatives of Party C participated in a management presentation, during which the parties and their representatives engaged in various discussions regarding IsoPlexis, its business, operations, activities and financial information.

During the period beginning on July 13, 2022 and ending on July 15, 2022, representatives of Evercore contacted the parties which had participated in the process to date for an update on the status of their evaluation, and encouraged each to submit a written proposal by July 22, 2022 if they had continued interest in pursuing a potential strategic transaction with IsoPlexis. Each of Party C, Party L, Party M, Party N and Party O affirmatively indicated that they were not interested in pursuing a potential strategic transaction with IsoPlexis at that time or declined to respond.

On July 18, 2022, members of IsoPlexis management and representatives of Party J participated in a management presentation, during which the parties and their representatives engaged in various discussions regarding Party J, its business, operations, activities and financial information.

On July 28, 2022, Party J provided IsoPlexis with a non-binding letter of interest (the “Party J LOI”) stating its interest in a potential business combination with IsoPlexis. The Party J LOI proposed the issuance of a fixed number of shares which would equal 19.9% of issued and outstanding Party J common stock immediately prior to closing of the transaction, together with the payment of $7.0 million in cash consideration, which collectively represented approximately an implied 9% discount to the closing price of IsoPlexis common stock on July 27, 2022 (which was $3.20), the last trading day prior to IsoPlexis’ receipt of the Party J LOI. The transaction contemplated by the Party J LOI would result in IsoPlexis stockholders owning approximately 16% of the combined company. The Party J LOI requested that IsoPlexis engage with Party J on an exclusive basis, and attached a proposed form of exclusivity agreement.

On July 29, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to discuss the process. Representatives of Evercore reviewed the Party J LOI, provided an update on the other written proposals that had been submitted to date and provided an update on the other discussions and due diligence processes that had occurred with 19 parties over the prior months, including those parties that had stated that they would not be pursuing a transaction or had not been responsive. Representatives of Evercore further noted that, after outreach by Evercore, only Party J appeared to be remaining in the process and the Party J LOI currently represented a discount or negative premium to IsoPlexis’ share price. The IsoPlexis board of directors, together with IsoPlexis management and representatives of Evercore and Cravath, discussed the benefits and considerations related to continuing the process and remaining a stand-alone public company. After discussion, the IsoPlexis board of directors concluded that it would disengage from active discussions with Party J and determined that, while it would remain open to any potential strategic alternatives that enhance stockholder value, in the absence of any actionable bids following an extensive process, at that time, it was in the best interests of IsoPlexis and its stockholders to end the transaction process and instead focus on IsoPlexis executing its strategic plan as a stand-alone public company.

On August 1, 2022, IsoPlexis sent instructions to each of Berkeley Lights, Party C, Party G, Party J, Party L, Party M, Party N and Party O to return or destroy confidential IsoPlexis information pursuant to the applicable non-disclosure agreement between IsoPlexis and each such party.

On August 10, 2022, IsoPlexis terminated Evercore’s engagement letter.

On August 22, 2022, each of Dr. Kadia and Dr. Egholm resigned from the IsoPlexis board of directors.

On September 24, 2022, a senior executive of Party G and Mr. Mackay discussed renewed interest that Party G had in exploring a potential business combination with IsoPlexis.

On September 27, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present. The IsoPlexis board of directors discussed the recent conversation between Mr. Mackay and the Party G executive. The IsoPlexis board of directors also discussed potential strategic alternatives available to IsoPlexis in light of its capital requirements necessary to fund operations prior to achieving IsoPlexis’ projected cash flow breakeven point, including various forms of capital raises, a merger or similar strategic transaction and potential alternative financing sources; the transaction outreach process conducted in the Spring and Summer of 2022 and the proposals or other feedback received from the 19 strategic and financial parties that were contacted as part of the process, as well as Evercore’s views regarding any change in the interest level of potential counterparties since the last contact; the potential benefits of a business combination with Party G;

an illustrative timeline for reaching a potential agreement with Party G, and related considerations regarding IsoPlexis’ next earnings release in early November 2022; various preliminary financial analyses relating to a potential transaction with Party G; and the terms of the Party G June 27 LOI. The IsoPlexis board of directors directed IsoPlexis management, together with Evercore, to engage with Party G to better understand its current proposal regarding a potential transaction, including with respect to a proposed exchange ratio, and to understand any changes to Party G’s financial projections versus its financial projections that were shared with IsoPlexis in June 2022 in connection with due diligence relating to the Party G June 27 LOI.

On October 5, 2022, a senior executive of Party G informed Mr. Mackay that Party G intended to submit a non-binding letter of interest for a potential business combination with IsoPlexis in the coming days.

On October 6, 2022, Party G provided IsoPlexis with a revised non-binding letter of interest (the “Party G October 6 LOI”) stating its interest in a potential business combination with IsoPlexis. The Party G October 6 LOI proposed a fixed exchange ratio of shares of common stock of Party G for each share of IsoPlexis common stock within a range that implied a price per share range to IsoPlexis stockholders of $2.36 to $2.75 based on the closing price of the common stock of Party G on October 5, 2022, the last trading day prior to IsoPlexis’ receipt of the Party G October 6 LOI, representing a premium of approximately 28% to 50% to the closing price of IsoPlexis common stock on that date (which was $1.84), and which would result in IsoPlexis stockholders owning approximately 31% to 35% of the combined company. The Party G October 6 LOI included a request that IsoPlexis engage with Party G on an exclusive basis until November 23, 2022.

Later on October 6, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to discuss the Party G October 6 LOI. The IsoPlexis board of directors discussed the terms of the Party G October 6 LOI, including as compared to the Party G May 10 LOI and the Party G June 27 LOI, various preliminary financial analyses relating to a potential transaction with Party G, non-financial aspects of the Party G October 6 LOI, including process and timing considerations relative to the companies’ respective next earnings announcements, Party G’s request for exclusivity, as well as related legal and fiduciary duty considerations. The IsoPlexis board of directors also discussed the current challenges facing IsoPlexis, including its rate of cash burn, IsoPlexis’ opportunities, the transaction outreach process conducted in the Spring and Summer of 2022 and related considerations. After deliberation, the IsoPlexis board of directors directed IsoPlexis management, together with Evercore, to engage with Party G and to negotiate an exclusivity agreement, in each case on the basis discussed.

Between October 8, 2022 and October 12, 2022, representatives of Evercore, Cravath and the financial and legal advisors to Party G negotiated a draft exclusivity agreement, which was executed by IsoPlexis and Party G on October 12, 2022, and which would expire on November 6, 2022.

Over the next several weeks, Party G and its advisors conducted a due diligence review of IsoPlexis, and IsoPlexis and its advisors conducted a due diligence review of Party G. As part of this due diligence review, IsoPlexis, Party G and their respective representatives engaged in various discussions regarding each company and its respective business, operations, activities and financial information. This included management presentations delivered by members of IsoPlexis management to representatives of Party G on October 13, 2022 and October 14, 2022; a management presentation delivered by representatives of Party G to members of IsoPlexis management on October 18, 2022; an on-site due diligence visit to IsoPlexis’ facilities in Branford, Connecticut on October 25, 2022; and an on-site due diligence visit to Party G’s facilities on October 27, 2022.

On October 15, 2022, representatives of Cravath sent a draft merger agreement to representatives of Party G’s legal advisor.

From October 15, 2022 through November 4, 2022, Cravath and Party G’s legal advisor engaged in regular discussions and negotiations with respect to the draft merger agreement and related ancillary definitive documentation.

On October 18, 2022, IsoPlexis and Evercore executed a new engagement letter on substantially the same terms as the engagement letter terminated in August 2022. Evercore also provided IsoPlexis with an updated disclosure letter that identified Evercore’s prior and current relationships with IsoPlexis and Party G.

On October 20, 2022, the Berkeley Lights board of directors held a regularly scheduled meeting with members of Berkeley Lights management present. At the meeting, the Berkeley Lights board of directors determined that it would be beneficial to create a committee so that a smaller group of directors would be available to Berkeley Lights

management and advisors, including at times when it was not practicable to convene the full Berkeley Lights board of directors. The Berkeley Lights board of directors then created a committee of the Berkeley Lights of board of directors, which is referred to as the “Berkeley Lights transaction committee,” for that purpose, comprised of independent directors John Chiminski, Jessica Hopfield, Greg Lucier and Elizabeth Nelson. The Berkeley Lights transaction committee was not created to address any actual or perceived conflict of interest. The Berkeley Lights board of directors authorized the Berkeley Lights transaction committee to, among other things, (1) examine and discuss Berkeley Lights’ strategic alternatives with Berkeley Lights management, (2) lead and provide guidance to Berkeley Lights management with respect to the process of such strategic alternatives and (3) report back to the Berkeley Lights board of directors on the progress of any such strategic alternatives.

On October 26, 2022, representatives of Cravath received comments from representatives of Party G’s legal advisor on the initial draft merger agreement.

On October 28, 2022, representatives of Cravath sent a revised draft merger agreement to representatives of Party G’s legal advisor.

On November 1, 2022, the IsoPlexis board of directors held a meeting, with IsoPlexis management present, to discuss the status of negotiations with Party G regarding a potential business combination. The IsoPlexis board of directors discussed the upcoming expiration of the exclusivity agreement with Party G, which was scheduled to expire by its terms at 5:00 p.m. on November 6, 2022, and determined that IsoPlexis should not offer an extension of exclusivity to Party G at that time. The IsoPlexis board of directors also reviewed and discussed a presentation regarding IsoPlexis’ revenue projections.

On November 4, 2022, representatives of Party G’s financial advisor notified representatives of Evercore that Party G was revising the economic terms that were set forth in the Party G October 6 LOI (the “Party G November 4 Proposal”). The Party G November 4 Proposal proposed a fixed exchange ratio of shares of Party G common stock for each share of IsoPlexis stock that was one-third of the lower end of the range of exchange ratios in the Party G October 6 LOI and implied an aggregate merger consideration equal to approximately $25 million, based on the closing price of the common stock of Party G on November 3, 2022, the last trading day prior to IsoPlexis’ receipt of the Party G November 4 Proposal, representing an approximately 60% discount to the closing price of IsoPlexis common stock on that date (which was $1.81), along with contingent value rights that could result in approximately $25 million of additional consideration payable at each of the first and second anniversaries of the closing date of the transaction if certain conditions were satisfied. The Party G November 4 Proposal also assumed that all existing IsoPlexis debt held by Perceptive would convert into equity, but noted that Perceptive had not agreed on that arrangement.

Also on November 4, 2022, representatives of Party G’s legal advisor sent a revised draft merger agreement to representatives of Cravath.

On November 5, 2022, the IsoPlexis board of directors held a meeting, with IsoPlexis management and representatives of Evercore present, to discuss the Party G November 4 Proposal. The IsoPlexis board of directors also discussed the current challenges facing IsoPlexis, including its capital requirements, its rate of cash burn, the state of financial markets and the economy, IsoPlexis’ opportunities, the various strategic alternatives available and benefits and considerations related to remaining a stand-alone public company. After deliberation, the IsoPlexis board of directors determined that the Party G November 4 Proposal was not in the best interests of IsoPlexis stockholders, and directed IsoPlexis management, together with Evercore, to communicate to Party G that Party G would need to re-affirm an exchange ratio within the range presented in the Party G October 6 LOI or IsoPlexis would disengage and would allow the Party G exclusivity agreement to expire by its terms at 5:00 p.m. on November 6, 2022.

Later on November 5, 2022, representatives of IsoPlexis informed representatives of Party G that the Party G November 4 Proposal was not acceptable to IsoPlexis, and that Party G needed to re-affirm an exchange ratio within the range presented in the Party G October 6 LOI or IsoPlexis would disengage and would allow the Party G exclusivity agreement to expire by its terms at 5:00 p.m. on November 6, 2022. Party G did not provide any such re-affirmation and the Party G exclusivity agreement did expire by its terms at 5:00 p.m. on November 6, 2022.

On November 7, 2022, Dr. Kadia and Mr. Mackay coordinated to schedule a call for the following day, and on November 8, 2022, Dr. Kadia and Mr. Mackay had a call during which Dr. Kadia expressed Berkeley Lights’ renewed interest in a potential business combination with IsoPlexis.

Later on November 8, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management present, to discuss, among other things, Berkeley Lights’ renewed interest in a potential business combination with IsoPlexis. Mr. Mackay summarized the conversation he had with Dr. Kadia earlier that day, and the IsoPlexis board of directors discussed potential considerations relating to a transaction with Berkeley Lights, including the anticipated treatment of IsoPlexis’ existing debt arrangements with Perceptive. After deliberation, the IsoPlexis board of directors determined that Mr. Mackay should continue to engage with members of Berkeley Lights management regarding a potential business combination between IsoPlexis and Berkeley Lights.

On November 9, 2022, the Berkeley Lights transaction committee held a meeting, with members of Berkeley Lights management and representatives of Cowen present, to discuss various financing and strategic alternatives for Berkeley Lights, including the possibility of a business combination with IsoPlexis.

On November 10, 2022, Dr. Kadia and Rolando Brawer, Executive Vice President, Strategy & Corporate Development of Berkeley Lights, met with Mr. Mackay to discuss a potential business combination between Berkeley Lights and IsoPlexis.

On November 12, 2022, the Berkeley Lights transaction committee held a meeting, with members of Berkeley Lights management and representatives of Cowen present, to receive an update on the discussions between Dr. Kadia and Mr. Mackay regarding the potential business combination. At the request of the Berkeley Lights transaction committee, Cowen reviewed certain historical financial information with respect to IsoPlexis and certain preliminary illustrative financial analyses with respect to the potential business combination. The Berkeley Lights transaction committee then discussed whether Berkeley Lights would submit a non-binding indication of interest (which would include an exclusivity period) to IsoPlexis. Following discussion, the Berkeley Lights transaction committee approved submitting a non-binding written proposal for a stock-for-stock merger between Berkeley Lights and IsoPlexis that would result in IsoPlexis shareholders owning 28.88% of the combined company and that would include a request that IsoPlexis enter into exclusive negotiations with Berkeley Lights through December 15, 2022.

Also on November 12, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to discuss the process. The IsoPlexis board of directors discussed the outreach from Dr. Kadia to Mr. Mackay on November 8, 2022 and subsequent discussions between Dr. Kadia and Mr. Mackay, during which Dr. Kadia informed Mr. Mackay that Berkeley Lights intended to submit an offer for an all-stock transaction in which IsoPlexis stockholders would receive Berkeley Lights stock at a fixed exchange ratio in an aggregate amount equal to 28.88% of the combined company, representing a premium of approximately 61% to IsoPlexis stockholders based on the most recent closing prices of the companies’ respective stock. Mr. Rew and a representative of Cravath discussed the IsoPlexis board of directors’ fiduciary duties, considerations regarding a potential grant of exclusivity and other matters relating to the expected process, timing and documentation in connection with a potential transaction with Berkeley Lights. The IsoPlexis board of directors also discussed, among other things, the latest proposal from Party G, the current challenges facing IsoPlexis, including its rate of cash burn, IsoPlexis’ opportunities, the transaction outreach process conducted in the Spring and Summer of 2022 and related considerations. After deliberation, the IsoPlexis board of directors directed IsoPlexis management and Evercore to engage with Berkeley Lights and to execute an exclusivity agreement through December 15, 2022, in the event that Berkeley Lights submitted an offer letter that was substantially consistent with the terms discussed.

Later on November 12, 2022, Berkeley Lights provided IsoPlexis with a non-binding letter of interest (the “Berkeley Lights November 12 LOI”) stating its interest in a potential stock-for-stock merger with IsoPlexis. The Berkeley Lights November 12 LOI proposed a fixed exchange ratio that would result in IsoPlexis stockholders owning 28.88% of the combined company, which was consistent with the relative ownership split implied by the Berkeley Lights April 29 LOI. The Berkeley Lights November 12 LOI implied a price per share to IsoPlexis stockholders of $2.64, which represented a premium of approximately 70% to the closing price of IsoPlexis common stock on November 11, 2022 (which was $1.55), the last trading day prior to IsoPlexis’ receipt of the Berkeley Lights November 12 LOI. The Berkeley Lights November 12 LOI included a request that IsoPlexis enter into exclusive negotiations with Berkeley Lights through December 15, 2022. The terms of the Berkeley Lights November 12 LOI were substantially consistent with the terms discussed by the IsoPlexis board of directors at its meeting earlier that day.

On November 13, 2022, IsoPlexis sent an instruction to Party G to return or destroy confidential IsoPlexis information pursuant to the non-disclosure agreement between IsoPlexis and Party G.

On November 14, 2022, IsoPlexis and Berkeley Lights entered into an exclusivity agreement that would expire by its terms at the end of the day on December 15, 2022.

Over the next several weeks, Berkeley Lights and its advisors conducted a due diligence review of IsoPlexis, and IsoPlexis and its advisors conducted a due diligence review of Berkeley Lights. As part of this due diligence review, IsoPlexis, Berkeley Lights and their respective representatives engaged in various discussions regarding each company and its respective business, operations, activities and financial information.

On November 15, 2022, Mr. Rew sent a draft merger agreement to the Chief Legal Officer of Berkeley Lights. The draft contemplated that certain stockholders of IsoPlexis and Berkeley Lights would enter into voting agreements concurrently with the execution of the merger agreement, committing to vote in favor of the IsoPlexis merger proposal and the Berkeley Lights share issuance proposal, respectively. On November 18, 2022, representatives of Cravath sent a draft of the IsoPlexis voting agreement to representatives of Freshfields Bruckhaus Deringer US LLP (“Freshfields”), legal advisor to Berkeley Lights.

From November 15, 2022 through December 21, 2022, Cravath and Freshfields engaged in regular discussions and negotiations with respect to the draft merger agreement, the voting agreements and related ancillary definitive documentation.

On November 20, 2022, the Berkeley Lights transaction committee held a meeting, with members of Berkeley Lights management present. At the meeting, the Berkeley Lights transaction committee discussed, among other things, (1) potential cost synergies that could result from the proposed business combination with IsoPlexis, (2) IsoPlexis’ product and technology and its compatibility with Berkeley Lights’ existing platform, (3) due diligence and reverse due diligence and (4) certain financing opportunities in connection with the potential transaction. The Berkeley Lights transaction committee met again on a regular basis until the execution of the merger agreement with members of Berkeley Lights management to receive updates on the discussions with IsoPlexis. Representatives of Cowen and Freshfields were present at some of these meetings.

On November 23, 2022, representatives of Cravath received comments from representatives of Freshfields on the draft merger agreement. On November 30, 2022, representatives of Cravath sent a revised draft merger agreement to representatives of Freshfields.

On November 28, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management present, to discuss the status of negotiations with Berkeley Lights regarding a potential business combination. Members of IsoPlexis management provided an update on due diligence matters and the status of the draft merger agreement. The IsoPlexis board of directors also reviewed and discussed the potential cost synergies that could result from the potential business combination with Berkeley Lights.

On December 1, 2022, the Berkeley Lights board of directors held a meeting, with members of Berkeley Lights management present. At the meeting, the Berkeley Lights board of directors discussed, among other things, (1) the proposed transaction structure with IsoPlexis, (2) the current status of negotiations with respect to the transaction, (3) IsoPlexis’ product and technology and its compatibility with Berkeley Lights’ existing platform, (4) due diligence, (5) governance of the potential combined company and (6) financial analyses with respect to the transaction.

On December 2, 2022, Berkeley Lights executed an engagement letter with Cowen with respect to the potential business combination.

On December 6, 2022, representatives of Cravath received comments from representatives of Freshfields on the draft merger agreement, and on December 9, 2022, representatives of Cravath sent a revised draft merger agreement to representatives of Freshfields.

Also on December 9, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to discuss the process with Berkeley Lights. IsoPlexis management and a representative of Cravath provided updates on the interactions with Berkeley Lights, including with respect to the parties’ respective due diligence processes, development of synergy estimates, drafting of transaction documents, negotiations of key terms, preparation of transaction announcement communications and related matters.

On December 13, 2022, a senior executive of Party J contacted Mr. Mackay seeking to reinitiate discussions regarding the potential merits of a business combination between Party J and IsoPlexis. Mr. Mackay did not respond to the Party J senior executive, and IsoPlexis notified Berkeley Lights of the receipt of the unsolicited message on a no-names basis, in each case in accordance with the terms of the Berkeley Lights exclusivity agreement.

Also on December 13, 2022, the Berkeley Lights board of directors held a meeting, with members of Berkeley Lights management and Berkeley Lights’ consultant with respect to the potential transaction present. At the meeting, the Berkeley Lights board of directors discussed, among other things, (1) commercial due diligence results provided by the consultant, (2) the status of Berkeley Lights’ internal due diligence efforts, (3) the pro forma financials and synergies (including projections), (4) various financing considerations, (5) financing options and (6) timing of the potential transaction.

On December 14, 2022, representatives of Cravath received comments from representatives of Freshfields on the draft merger agreement.

On December 14, 2022 and December 15, 2022, representatives of Berkeley Lights discussed with representatives of IsoPlexis Berkeley Lights’ request that exclusivity be extended by one week from December 15, 2022 to December 22, 2022. Representatives of IsoPlexis provided representatives of Berkeley Lights an update that IsoPlexis management expected revenue in the fourth quarter of 2022 and full year 2022 to be lower than projected, without quantifying the expected revenue shortfall. Representatives of IsoPlexis also requested that representatives of Berkeley Lights re-affirm the economic terms set forth in the Berkeley Lights November 12 LOI. Representatives of Berkeley Lights re-affirmed in these discussions the proposed 28.88% ownership of the combined company by IsoPlexis stockholders as set forth in the Berkeley Lights November 12 LOI.

On December 15, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to discuss the process with Berkeley Lights. Mr. Mackay noted that the exclusivity period granted by IsoPlexis to Berkeley Lights was set to expire at the end of the day on December 15, 2022, and that Berkeley Lights was requesting a one-week extension of exclusivity through December 22, 2022. Mr. Rew and a representative of Cravath provided updates on the status of negotiations with Berkeley Lights, the drafting of transaction documents, expected timing to be in a position to sign and announce a transaction and related matters. IsoPlexis management and a representative of Cravath discussed various considerations regarding the potential exclusivity extension in light of the existing facts and circumstances. After deliberation, the IsoPlexis board of directors concluded that IsoPlexis should extend the expiration of exclusive negotiations with Berkeley Lights from December 15, 2022 to December 22, 2022.

Later on December 15, 2022, IsoPlexis and Berkeley Lights executed an amendment to the Berkeley Lights exclusivity agreement, which extended the period of exclusive negotiations on the terms described above.

On December 17, 2022, IsoPlexis provided to Berkeley Lights the quantified preliminary estimates of its revenue for the fourth quarter of 2022 and full year 2022, which were significantly lower than prior internal projections or external consensus projections as of such date.

On December 18, 2022, a senior executive of Party G contacted Mr. Mackay seeking to reinitiate discussions regarding the potential merits of a business combination between IsoPlexis and Party G. Mr. Mackay did not respond to the Party G senior executive in light of the exclusivity agreement in place with Berkeley Lights. On December 19, 2022, representatives of Party G’s financial advisor contacted representatives of Evercore on behalf of Party G seeking to reinitiate discussions regarding the potential merits of a business combination between IsoPlexis and Party G. The representatives of Evercore did not respond to the representatives of Party G’s financial advisor in light of the exclusivity agreement in place with Berkeley Lights. On December 19, 2022, a representative of IsoPlexis notified representatives of Berkeley Lights of the receipt of the unsolicited messages from Party G and its financial advisor, in each case on a no-names basis and in accordance with the terms of the Berkeley Lights exclusivity agreement.

On December 19, 2022, Dr. Kadia contacted Mr. Mackay to notify him that, as a result of additional due diligence conducted by Berkeley Lights, including with respect to IsoPlexis’ preliminary revenue estimates for the fourth quarter of 2022 and full year 2022, Berkeley Lights was revising its proposal to provide for aggregate stock consideration with a fixed exchange ratio that would result in IsoPlexis stockholders owning 22.8% of the combined company. The closing price of IsoPlexis common stock was $0.71 per share on December 16, 2022, the last trading day prior to IsoPlexis’ receipt of Berkeley Lights’ revised proposal.

Later on December 19, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to discuss the status of the negotiations and the revised proposal from Berkeley Lights. Mr. Mackay and a representative of Evercore discussed the revised proposal from Berkeley Lights, the unsolicited inbound inquiries that IsoPlexis recently received from Party G and Party J

regarding a potential re-initiation of discussions regarding a potential transaction, and recent conversations that Mr. Mackay had with certain substantial IsoPlexis stockholders regarding their views on a potential transaction. A representative of Cravath discussed the IsoPlexis board of directors’ fiduciary duties, as well as matters relating to the status of the process with Berkeley Lights and the potential process and timing of a potential transaction with an alternative counterparty. After deliberation, the IsoPlexis board of directors directed IsoPlexis management, together with Evercore, to convey to Berkeley Lights that the revised proposal was unacceptable and to request a best-and-final proposal from Berkeley Lights by December 20, 2022.

Later on December 19, 2022, representatives of Evercore notified representatives of Cowen that the IsoPlexis board of directors would not approve the merger at the exchange ratio proposed by Dr. Kadia earlier that day, and requested a best-and-final offer from Berkeley Lights by December 20, 2022.

On December 20, 2022, Dr. Kadia contacted Mr. Mackay and notified him that Berkeley Lights’ best-and-final proposal consisted of a fixed exchange ratio that would result in IsoPlexis stockholders owning 24.8% of the combined company (which proposal had been discussed and approved by the Berkeley Lights transaction committee at a meeting of the committee on December 18, 2022). The closing price of IsoPlexis common stock was $0.66 per share on December 19, 2022, the last trading day prior to IsoPlexis’ receipt of Berkeley Lights’ revised proposal.

Later on December 20, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to discuss the most recent proposal from Berkeley Lights. The IsoPlexis board of directors discussed the benefits and considerations of accepting the proposal versus attempting to continue negotiations with Berkeley Lights on the exchange ratio or pursuing a potential transaction with an alternative counterparty or remaining a stand-alone public company. After deliberation, the IsoPlexis board of directors authorized IsoPlexis management, together with Evercore and Cravath, to proceed toward finalizing the merger agreement and other transaction documents on the basis of the most recent proposal from Berkeley Lights.

Also on December 20, 2022, the Berkeley Lights board of directors held a meeting, with members of Berkeley Lights management and representatives of Cowen and Freshfields present, to discuss the final status of the negotiations with IsoPlexis. A representative of Freshfields delivered a legal presentation outlining the terms of the final draft of the merger agreement and the final drafts of the voting agreements, and reviewed with the Berkeley Lights board of directors its fiduciary duties. Following the legal presentation, Cowen reviewed with the Berkeley Lights board of directors Cowen’s financial analysis of the exchange ratio and delivered an oral opinion, confirmed by delivery of a written opinion dated December 20, 2022, to the Berkeley Lights board of directors to the effect that, based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Cowen as set forth in such opinion, as of December 20, 2022, the exchange ratio provided for pursuant to the merger agreement was fair, from a financial point of view, to Berkeley Lights. After discussion and consideration of a variety of factors, including those described in “—Recommendation of the Berkeley Lights Board of Directors; Berkeley Lights’ Reasons for the Merger” beginning on page 76, the Berkeley Lights board of directors unanimously (1) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and the voting agreements, (2) declared that it is fair to, and in the best interests of, Berkeley Lights and the Berkeley Lights stockholders that Berkeley Lights enter into the merger agreement and the merger and consummate the merger and the other transactions contemplated by the merger agreement and the voting agreements and (3) recommended that the Berkeley Lights stockholders approve the Berkeley Lights share issuance proposal and directed that the Berkeley Lights share issuance proposal be submitted to the Berkeley Lights stockholders at the Berkeley Lights special meeting.

Thereafter, on December 20, 2022, IsoPlexis’ legal and financial advisors continued discussions with Berkeley Lights’ legal and financial advisors, as well as the parties to the voting agreements and their respective legal advisors, in order to finalize the merger agreement and other transaction documents. Representatives of the parties exchanged drafts of the merger agreement, the voting agreements and other related definitive transaction documentation.

In the morning of December 21, 2022, the IsoPlexis board of directors held a meeting, with members of IsoPlexis management and representatives of Evercore and Cravath present, to discuss the final status of the negotiations. Members of IsoPlexis management, together with representatives of Evercore and Cravath, reviewed the final proposed terms of the merger agreement, including the fixed exchange ratio of 0.6120 shares of Berkeley Lights common stock for each outstanding share of IsoPlexis common stock, which would result in IsoPlexis stockholders owning 24.8% of the combined company upon the closing of the merger. The IsoPlexis board of directors discussed the results of the due diligence process conducted by IsoPlexis management with respect to