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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.  )
Filed by the Registrant ☑
Filed by a Party other than the Registrant 
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12
ISOPLEXIS CORPORATION
(Name of Registrant as Specified in its Charter)
 
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply)

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269466

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT
Dear Berkeley Lights Stockholders and IsoPlexis Stockholders:
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,


Siddhartha Kadia
Chief Executive Officer
Berkeley Lights, Inc.
Sean Mackay
Chief Executive Officer and Co-Founder
IsoPlexis Corporation
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.

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Berkeley Lights, Inc.
5858 Horton Street, Suite 320
Emeryville, California 94608
(510) 858-2855
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 16, 2023
To the Stockholders of Berkeley Lights, Inc.:
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:
1.
to approve the issuance of shares of Berkeley Lights common stock to the stockholders of IsoPlexis Corporation, which is referred to as “IsoPlexis,” in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of December 21, 2022, as it may be amended from time to time, which is referred to as the “merger agreement,” by and among Berkeley Lights, Iceland Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Berkeley Lights, which is referred to as “Merger Sub,” and IsoPlexis, which issuance is referred to as the “share issuance” and which proposal is referred to as the “Berkeley Lights share issuance proposal;” and
2.
to approve the adjournment of the Berkeley Lights special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Berkeley Lights special meeting 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, which proposal is referred to as the “Berkeley Lights adjournment proposal.”
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:
“FOR” the Berkeley Lights share issuance proposal; and
“FOR” the Berkeley Lights adjournment proposal.

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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.
 
By Order of the Board of Directors,
 
 
 

 
Siddhartha Kadia
Chief Executive Officer
Emeryville, California
Dated: February 13, 2023

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IsoPlexis Corporation
35 NE Industrial Road
Branford, Connecticut 06405
(203) 208-4111
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 16, 2023
To the Stockholders of IsoPlexis Corporation:
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:
1.
to adopt the Agreement and Plan of Merger, dated as of December 21, 2022, as it may be amended from time to time, which is referred to as the “merger agreement,” by and among Berkeley Lights, Inc., which is referred to as “Berkeley Lights,” Iceland Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Berkeley Lights, which is referred to as “Merger Sub,” and IsoPlexis, which proposal is referred to as the “IsoPlexis merger proposal;” and
2.
to approve the adjournment of the IsoPlexis special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the IsoPlexis special meeting 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, which proposal is referred to as the “IsoPlexis adjournment proposal.”
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:
“FOR” the IsoPlexis merger proposal; and
“FOR” the IsoPlexis adjournment proposal.
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.

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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.
 
By Order of the Board of Directors,
 
 
 

 
Richard W. Rew II
Senior Vice President, General
Counsel & Secretary
Branford, Connecticut
Dated: February 13, 2023

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REFERENCES TO ADDITIONAL INFORMATION
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.
IsoPlexis’ Current Report on Form 8-K filed with the SEC on February 2, 2022;
IsoPlexis’ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 30, 2022;
IsoPlexis’ Current Report on Form 8-K (excluding any information and exhibits furnished under Item 2.02 thereof) filed with the SEC on April 11 2022;
IsoPlexis’ definitive proxy statement on Schedule 14A for IsoPlexis’ 2022 annual meeting of stockholders, filed with the SEC on April 29, 2022;
IsoPlexis’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed with the SEC on May 11, 2022;
IsoPlexis’ Current Report on Form 8-K filed with the SEC on June 21, 2022;
IsoPlexis’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 15, 2022;
IsoPlexis’ Current Report on Form 8-K (excluding any information and exhibits furnished under Item 7.01 thereof) filed with the SEC on August 23, 2022;
IsoPlexis’ Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed with the SEC on November 10, 2022; and
IsoPlexis’ Current Report on Form 8-K filed with the SEC on December 21, 2022.
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:
For Berkeley Lights stockholders:
For IsoPlexis stockholders:
 
 
Berkeley Lights, Inc.
Attn: Secretary
5858 Horton Street, Suite 320
Emeryville, California 94608
IsoPlexis Corporation
Attn: Secretary
35 NE Industrial Road
Branford, Connecticut 06405

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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:
For Berkeley Lights stockholders:
For IsoPlexis stockholders:
 
 
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Brokers Call: (212) 750-5833
Email: info@innisfreema.com
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, New York 10036
Call Toll-Free: (855) 208-8902
Banks and Brokers Call: (212) 297-0720
Email: info@okapipartners.com
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.

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS
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:
“Berkeley Lights” refer to Berkeley Lights, Inc., a Delaware corporation;
“Berkeley Lights adjournment proposal” refer to the 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;
“Berkeley Lights board of directors” refer to the board of directors of Berkeley Lights;
“Berkeley Lights common stock” refer to the common stock of Berkeley Lights, par value $0.00005 per share;
“Berkeley Lights record date” refer to February 14, 2023;
“Berkeley Lights share issuance proposal” refer to the proposal that Berkeley Lights stockholders approve the issuance of shares of Berkeley Lights common stock to IsoPlexis stockholders in connection with the merger;
“Berkeley Lights special meeting” refer to the special meeting of Berkeley Lights stockholders to consider and vote upon the Berkeley Lights share issuance proposal and related matters;
“Code” refer to the Internal Revenue Code of 1986, as amended;
“combined company” refer to PhenomeX, the combined company following completion of the merger and the other transactions contemplated by the merger agreement;
“Cowen” refer to Cowen and Company, LLC, financial advisor to Berkeley Lights in connection with the proposed merger;

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“DGCL” refer to the General Corporation Law of the State of Delaware;
“DOJ” refer to the Department of Justice Antitrust Division;
“effective time” refer to the date and time when the merger becomes effective under the DGCL, which will be the date and time at which the certificate of merger with respect to the merger is filed with the Secretary of State of the State of Delaware, or such later date and time as may be mutually agreed to in writing by Berkeley Lights and IsoPlexis and specified in the certificate of merger;
“end date” refer to June 21, 2023, the date on which, subject to certain limitations in the merger agreement, the merger agreement may be terminated and the merger abandoned by either IsoPlexis or Berkeley Lights (which date will be automatically extended in certain circumstances related to the receipt of required regulatory approvals or the absence of restraints under certain competition laws to September 21, 2023, and, subsequently, to December 21, 2023, pursuant to the terms of the merger agreement);
“Evercore” refer to Evercore Group L.L.C., financial advisor to IsoPlexis in connection with the proposed merger;
“Exchange Act” refer to the Securities Exchange Act of 1934, as amended;
“exchange ratio” refer to 0.6120, which figure reflects the number of shares of Berkeley Lights common stock that IsoPlexis stockholders will be entitled to receive in the merger for each share of IsoPlexis common stock held immediately prior to the effective time;
“FTC” refer to the Federal Trade Commission;
“GAAP” refer to U.S. generally accepted accounting principles;
“HSR Act” refer to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
“IsoPlexis” refer to IsoPlexis Corporation, a Delaware corporation;
“IsoPlexis adjournment proposal” refer to the 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;
“IsoPlexis board of directors” refer to the board of directors of IsoPlexis;
“IsoPlexis common stock” refer to the common stock of IsoPlexis, par value $0.001 per share;
“IsoPlexis merger proposal” refer to the proposal that IsoPlexis stockholders adopt the merger agreement;
“IsoPlexis record date” refer to February 14, 2023;
“IsoPlexis special meeting” refer to the special meeting of IsoPlexis stockholders to consider and vote upon the IsoPlexis merger proposal and related matters;
“merger” refer to the merger of Merger Sub with and into IsoPlexis;
“merger agreement” refer 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;
“Merger Sub” refer to Iceland Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Berkeley Lights formed for the purpose of effecting the merger as described in this joint proxy statement/prospectus;
“Nasdaq” refer to, with respect to Berkeley Lights, the Nasdaq Global Select Market and, with respect to IsoPlexis, the Nasdaq Stock Market LLC;
“Securities Act” refer to the Securities Act of 1933, as amended; and
“share issuance” refer to the issuance of shares of Berkeley Lights common stock to IsoPlexis stockholders in connection with the merger.

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QUESTIONS AND ANSWERS
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.
Q:
Why am I receiving this joint proxy statement/prospectus?
A:
You are receiving this joint proxy statement/prospectus because IsoPlexis has agreed to be acquired by Berkeley Lights through a merger of Merger Sub with and into IsoPlexis, with IsoPlexis continuing as the surviving corporation in the merger and becoming a wholly owned subsidiary of Berkeley Lights. The merger agreement, which governs the terms and conditions of the merger, is attached to this joint proxy statement/prospectus as Annex A.
Your vote is required in connection with the merger. Berkeley Lights and IsoPlexis are sending these materials to their respective stockholders to help them decide how to vote their shares with respect to the share issuance, in the case of Berkeley Lights, the adoption of the merger agreement, in the case of IsoPlexis, and other important matters.
Q:
What matters am I being asked to vote on?
A:
In order to complete the merger, among other things:
Berkeley Lights stockholders must approve the issuance of Berkeley Lights common stock to IsoPlexis stockholders in connection with the merger in accordance with the rules of Nasdaq, which proposal is referred to as the “Berkeley Lights share issuance proposal;” and
IsoPlexis stockholders must adopt the merger agreement in accordance with the DGCL, which proposal is referred to as the “IsoPlexis merger proposal.”
Berkeley Lights: Berkeley Lights is holding the Berkeley Lights special meeting to obtain approval of the Berkeley Lights share issuance proposal. At the Berkeley Lights special meeting, Berkeley Lights stockholders will also be asked to approve a proposal to adjourn the Berkeley Lights special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Berkeley Lights special meeting 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, which proposal is referred to as the “Berkeley Lights adjournment proposal.”
IsoPlexis: IsoPlexis is holding the IsoPlexis special meeting to obtain approval of the IsoPlexis merger proposal. At the IsoPlexis special meeting, IsoPlexis stockholders will also be asked to approve a proposal to adjourn the IsoPlexis special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the IsoPlexis special meeting 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, which proposal is referred to as the “IsoPlexis adjournment proposal.”
Your vote is very important, regardless of the number of shares that you own. The approval of the Berkeley Lights share issuance proposal and the approval of the IsoPlexis merger proposal are conditions to the obligations of Berkeley Lights and IsoPlexis to complete the merger. Neither the approval of the Berkeley Lights adjournment proposal nor the IsoPlexis adjournment proposal are conditions to the obligations of Berkeley Lights or IsoPlexis to complete the merger.
Q:
When and where will each of the special meetings take place?
A:
Berkeley Lights: The Berkeley Lights special meeting will 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
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special meeting will be held solely 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 during the meeting by visiting www.virtualshareholdermeeting.com/BLI2023SM, which is referred to as the “Berkeley Lights special meeting website.” If you choose to attend the Berkeley Lights special meeting via the Berkeley Lights special meeting website and to vote your shares in person via the website, you will need the 16-digit control number located on your proxy card as described in the section entitled “The Berkeley Lights Special Meeting—Attending the Berkeley Lights Special Meeting” beginning on page 49.
IsoPlexis: The IsoPlexis special meeting will 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 solely 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 during the meeting by visiting meetnow.global/MXPL9X4, which is referred to as the “IsoPlexis special meeting website.” If you choose to attend the IsoPlexis special meeting via the IsoPlexis special meeting website and to vote your shares in person via the website, you will need the 16-digit control number located on your proxy card as described in the section entitled “The IsoPlexis Special Meeting—Attending the IsoPlexis Special Meeting” beginning on page 57.
Even if you plan to attend your respective company’s special meeting, Berkeley Lights and IsoPlexis recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting.
For Berkeley Lights stockholders, if you hold your shares in “street name” you may only vote them in person if you obtain a specific control number from your bank, broker or other nominee giving you the right to vote the shares.
For IsoPlexis stockholders, if you hold your shares in “street name” you must register in advance to attend and participate in the IsoPlexis special meeting. To register in advance, you must first obtain a legal proxy from your bank, broker or other nominee. Once you have received a legal proxy 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. Requests for registration must be received by Computershare no later than 5:00 p.m., Eastern Time, on March 13, 2023. Upon receipt of your legal proxy, Computershare will provide you with a control number by email.
Q:
Does my vote matter?
A:
Yes, your vote is very important, regardless of the number of shares that you own. The merger cannot be completed unless the Berkeley Lights share issuance proposal is approved by Berkeley Lights stockholders and the IsoPlexis merger proposal is approved by IsoPlexis stockholders.
For Berkeley Lights stockholders, a failure to return or submit your proxy or to vote at the Berkeley Lights special meeting as provided in this joint proxy statement/prospectus will have no effect on the Berkeley Lights share issuance proposal (assuming a quorum is present) or the Berkeley Lights adjournment proposal, but the failure of any shares present or represented at the Berkeley Lights special meeting to vote on the proposal will have the same effect as a vote “AGAINST” the Berkeley Lights share issuance proposal and “AGAINST” the Berkeley Lights adjournment proposal, as applicable. The Berkeley Lights board of directors unanimously recommends that you vote “FOR” the Berkeley Lights share issuance proposal and “FOR” the Berkeley Lights adjournment proposal.
For IsoPlexis stockholders, a failure to return or submit your proxy or to vote at the IsoPlexis special meeting as provided in this joint proxy statement/prospectus will have the same effect as a vote “AGAINST” the IsoPlexis merger proposal. The failure to return or submit your proxy or to vote at the IsoPlexis special meeting will have no effect on the IsoPlexis adjournment proposal, but the failure of any shares present or represented at the IsoPlexis special meeting to vote on the proposal will have the same effect as a vote “AGAINST” the IsoPlexis adjournment proposal. The IsoPlexis board of directors unanimously recommends that you vote “FOR” the IsoPlexis merger proposal and “FOR” the IsoPlexis adjournment proposal.
Q:
What will IsoPlexis stockholders receive for their shares if the merger is completed?
A:
If the merger is completed, each share of IsoPlexis common stock (other than certain excluded shares as described in the merger agreement) issued and outstanding immediately prior to the effective time will be
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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.” 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.
Because Berkeley Lights will issue a fixed number of shares of Berkeley Lights common stock in exchange for each share of IsoPlexis common stock, the value of the merger consideration that IsoPlexis stockholders will receive in the merger will depend on the market price of shares of Berkeley Lights common stock at the time the merger is completed. The market price of shares of Berkeley Lights common stock that IsoPlexis stockholders receive at the time the merger is completed could be greater than, less than or the same as the market price of shares of Berkeley Lights common stock on the date of this joint proxy statement/prospectus or at the time of the Berkeley Lights special meeting or 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 the Berkeley Lights share issuance proposal or the IsoPlexis merger proposal, as applicable. Berkeley Lights common stock and IsoPlexis common stock are traded on Nasdaq, under the symbols “BLI” and “ISO,” respectively. Shares of common stock of the combined company will trade on Nasdaq under the symbol “CELL” after completion of the merger. For more information regarding the merger consideration to be received by IsoPlexis stockholders if the merger is completed, see the section entitled “The Merger Agreement—Merger Consideration” beginning on page 110.
Q:
What are the material U.S. federal income tax consequences of the merger to U.S. holders of IsoPlexis common stock?
A:
As further described below in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger,” 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. Accordingly, the exchange of IsoPlexis common stock for shares of Berkeley Lights common stock will generally be tax-free to U.S. holders (as defined below under the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”), except with respect to any cash received in lieu of fractional shares of Berkeley Lights common stock.
U.S. holders of IsoPlexis common stock should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 149 for a more complete discussion of the material U.S. federal income tax consequences of the merger.
The U.S. federal income tax consequences described above may not apply to all holders of IsoPlexis common stock. The tax consequences to holders of IsoPlexis common stock will generally depend on each holder’s individual situation. Accordingly, holders of IsoPlexis common stock are strongly urged to consult their tax advisors for a full understanding of the particular tax consequences of the merger.
Q:
How does the Berkeley Lights board of directors recommend that I vote at the Berkeley Lights special meeting?
A:
The Berkeley Lights board of directors unanimously recommends that you vote “FOR” the Berkeley Lights share issuance proposal and “FOR” the Berkeley Lights adjournment proposal.
In considering the recommendations of the Berkeley Lights board of directors, Berkeley Lights stockholders should be aware that Berkeley Lights directors and executive officers have interests in the merger that are different from, or in addition to, their interests as Berkeley Lights stockholders. These interests may include, among others, the continued service of directors of Berkeley Lights as directors of the combined company and the continued employment of executive officers of Berkeley Lights by the combined company. For a more complete description of these interests, see the information provided in the section entitled “Interests of Berkeley Lights’ Directors and Executive Officers in the Merger” beginning on page 145.
Q:
How does the IsoPlexis board of directors recommend that I vote at the IsoPlexis special meeting?
A:
The IsoPlexis board of directors unanimously recommends that you vote “FOR” the IsoPlexis merger proposal and “FOR” the IsoPlexis adjournment proposal.
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In considering the recommendations of the IsoPlexis board of directors, IsoPlexis stockholders should be aware that IsoPlexis’ directors and executive officers may have certain interests in the merger that may be different from, or in addition to, the interests of IsoPlexis stockholders generally. These interests may include, among others, the payment of severance benefits and acceleration of outstanding IsoPlexis equity awards upon certain terminations of employment or service, and the combined company’s agreement to indemnify IsoPlexis directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see the information provided in the section entitled “Interests of IsoPlexis’ Directors and Executive Officers in the Merger” beginning on page 146.
Q:
If my IsoPlexis common stock is represented by physical stock certificates, should I send my stock certificates now?
A:
No. After the merger is completed, you will receive a transmittal form with instructions for the surrender of your IsoPlexis common stock certificates. Please do not send your stock certificates with your proxy card. For more information, see the section entitled “The Merger Agreement—Exchange of Shares” beginning on page 110.
Q:
Who is entitled to vote at the Berkeley Lights special meeting?
A:
All holders of record of shares of Berkeley Lights common stock who held shares at the close of business on February 14, 2023, the Berkeley Lights record date, are entitled to receive notice of, and to vote at, the Berkeley Lights special meeting. Each such holder of Berkeley Lights common stock is entitled to cast one vote on each matter properly brought before the Berkeley Lights special meeting for each share of Berkeley Lights common stock that such holder owned of record as of the Berkeley Lights record date. Attendance at the Berkeley Lights special meeting via the Berkeley Lights special meeting website is not required to vote. See below and the section entitled “The Berkeley Lights Special Meeting—Methods of Voting” beginning on page 47 for instructions on how to vote your shares without attending the Berkeley Lights special meeting.
Q:
Who is entitled to vote at the IsoPlexis special meeting?
A:
All holders of record of shares of IsoPlexis common stock who held shares at the close of business on February 14, 2023, the IsoPlexis record date, are entitled to receive notice of, and to vote at, the IsoPlexis special meeting. Each such holder of IsoPlexis common stock is entitled to cast one vote on each matter properly brought before the IsoPlexis special meeting for each share of IsoPlexis common stock that such holder owned of record as of the IsoPlexis record date. Attendance at the IsoPlexis special meeting via the IsoPlexis special meeting website is not required to vote. See below and the section entitled “The IsoPlexis Special Meeting—Methods of Voting” beginning on page 56 for instructions on how to vote your shares without attending the IsoPlexis special meeting.
Q:
What is a proxy?
A:
A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of Berkeley Lights common stock or IsoPlexis common stock, as applicable, is referred to as a “proxy card.”
Q:
How many votes do I have for the Berkeley Lights special meeting?
A:
Each Berkeley Lights stockholder is entitled to one vote for each share of Berkeley Lights common stock held of record as of the close of business on the Berkeley Lights record date. As of the close of business on February 6, 2023, there were 72,173,586 outstanding shares of Berkeley Lights common stock.
Q:
How many votes do I have for the IsoPlexis special meeting?
A:
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. As of the close of business on February 6, 2023, there were 40,351,574 outstanding shares of IsoPlexis common stock.
Q:
What constitutes a quorum for the Berkeley Lights special meeting?
A:
A quorum is the minimum number of shares required to be represented, either by the appearance of the stockholder in person or through representation by proxy, to hold a valid meeting.
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The holders of a majority of the outstanding shares of Berkeley Lights common stock entitled to vote at the Berkeley Lights special meeting must be present in person via the Berkeley Lights special meeting website or represented by proxy in order to constitute a quorum.
Q:
What constitutes a quorum for the IsoPlexis special meeting?
A:
A quorum is the minimum number of shares required to be represented, either by the appearance of the stockholder in person or through representation by proxy, to hold a valid meeting.
The holders of a majority of the outstanding shares of IsoPlexis common stock entitled to vote at the IsoPlexis special meeting must be present in person via the IsoPlexis special meeting website or represented by proxy in order to constitute a quorum.
Q:
Where will the shares of the combined company that I receive in the merger be publicly traded?
A:
The shares of the combined company that IsoPlexis stockholders will receive in the merger will be listed for trading on Nasdaq under the symbol “CELL.”
Q:
What happens if the merger is not completed?
A:
If the Berkeley Lights share issuance proposal is not approved by Berkeley Lights stockholders, if the IsoPlexis merger proposal is not approved by IsoPlexis stockholders, or if the merger is not completed for any other reason, IsoPlexis stockholders will not receive the merger consideration or any other consideration in connection with the merger, and their shares of IsoPlexis common stock will remain outstanding.
If the merger is not completed, IsoPlexis will remain an independent public company and the IsoPlexis common stock will continue to be listed and traded on Nasdaq under the symbol “ISO” and Berkeley Lights will not complete the share issuance contemplated by the merger agreement, regardless of whether the Berkeley Lights share issuance proposal is approved by Berkeley Lights stockholders.
If the merger agreement is terminated under specified circumstances, IsoPlexis or Berkeley Lights, as applicable, may be required to pay the other party a termination fee of $2.3 million. See the section entitled “The Merger Agreement—Termination Fees” beginning on page 128 for a more detailed discussion of the termination fees.
Q:
What is a “broker non-vote”?
A:
Under New York Stock Exchange (“NYSE”) and Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. All of the proposals currently expected to be brought before the Berkeley Lights special meeting and the IsoPlexis special meeting are “non-routine” matters under the NYSE and Nasdaq rules.
A “broker non-vote” occurs on an item when (1) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of shareholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and (2) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the Berkeley Lights special meeting and the IsoPlexis special meeting are non-routine matters under the NYSE and Nasdaq rules for which brokers do not have discretionary authority to vote, Berkeley Lights and IsoPlexis do not expect there to be any broker non-votes at the Berkeley Lights special meeting or the IsoPlexis special meeting.
Q:
What stockholder vote is required for the approval of each proposal at the Berkeley Lights special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Berkeley Lights special meeting?
A:
Berkeley Lights Proposal 1: Berkeley Lights Share Issuance Proposal. Assuming the presence of a quorum, the approval of the Berkeley Lights share issuance 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 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.
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Berkeley Lights Proposal 2: Berkeley Lights Adjournment Proposal. 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.
Q:
What stockholder vote is required for the approval of each proposal at the IsoPlexis special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the IsoPlexis special meeting?
A:
IsoPlexis Proposal 1: IsoPlexis Merger Proposal. 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.
IsoPlexis Proposal 2: IsoPlexis Adjournment Proposal. 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.
Q:
Are any Berkeley Lights stockholders already committed to vote in favor of the proposals at the Berkeley Lights special meeting?
A:
Yes. Concurrently with the execution of the merger agreement, on December 21, 2022, IsoPlexis, Berkeley Lights and Merger Sub entered into a Berkeley Lights voting agreement with each of Dr. Igor Khandros and Susan Bloch, which is referred to as the “Berkeley Lights voting agreement.” Pursuant to the Berkeley Lights
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voting agreement, each Berkeley Lights supporting stockholder has agreed to vote the shares of Berkeley Lights common stock beneficially owned by such stockholder in favor of, among other things, the Berkeley Lights share issuance proposal and the Berkeley Lights adjournment proposal. As of February 6, 2023, the supporting stockholders subject to the Berkeley Lights voting agreement owned and were entitled to vote in the aggregate approximately 13% of the outstanding shares of Berkeley Lights common stock. For more information, see the section entitled “The Merger Agreement—Voting Agreements” beginning on page 131.
Q:
Are any IsoPlexis stockholders already committed to vote in favor of the proposals at the IsoPlexis special meeting?
A:
Yes. Concurrently with the execution of the merger agreement, on December 21, 2022, IsoPlexis, Berkeley Lights and Merger Sub entered into an IsoPlexis voting agreement with each of Brian Paul Miller, Brian P Miller and Giovanna R Miller, JTWROS, Connecticut Innovations, Incorporated, Northpond Capital, LP, Northpond Ventures, LP, North Sound Trading, LP, PCOF EQ AIV III, LP, Perceptive Credit Holdings III, LP, Perceptive Life Sciences Master Fund, Ltd., SMC Growth Capital Partners II, LP, SMC Holdings II, LP, SMC Private Equity Holdings, LP, Sean Mackay, The Miller Family 2011 Trust and Rong Fan. Pursuant to the IsoPlexis voting agreement, each IsoPlexis supporting stockholder has agreed to vote the shares of IsoPlexis common stock beneficially owned by such stockholder in favor of, among other things, the IsoPlexis share issuance proposal and the IsoPlexis adjournment proposal. As of February 6, 2023, the supporting stockholders subject to the IsoPlexis voting agreement owned and were entitled to vote in the aggregate approximately 68% of the outstanding shares of IsoPlexis common stock (which are referred to as the “IsoPlexis covered shares”). In addition, under the IsoPlexis voting agreement, if the IsoPlexis board of directors makes a change of recommendation, then the aggregate number of IsoPlexis covered shares will automatically be reduced on a pro rata basis so that the IsoPlexis covered shares will collectively only constitute 30% of the outstanding shares of IsoPlexis common stock. For more information, see the section entitled “The Merger Agreement—Voting Agreements” beginning on page 131.
Q:
What will happen to IsoPlexis equity awards?
A:
At the effective time, each IsoPlexis stock option with a per share exercise price that is less than the average closing sale price for a share of IsoPlexis common stock, rounded to the nearest one-tenth of a cent, as reported on Nasdaq for the five most recent trading days ending on and including the third business day prior to the closing date of the merger (and the closing date of the merger is referred to as the “closing date”) that is outstanding and unexercised, whether vested or unvested, that is held by a continuing employee (each such IsoPlexis stock option an “Assumed IsoPlexis Stock Option”), immediately prior to the effective time will cease to represent a right to acquire shares of IsoPlexis common stock and will be automatically assumed and converted into a Berkeley Lights stock option on the same terms and conditions (including with respect to and expiration provisions) as applied to such Assumed IsoPlexis Stock Option immediately prior to the effective time, except that:
the number of shares of Berkeley Lights common stock subject to such Assumed IsoPlexis Stock Option shall equal (a) the number of shares of IsoPlexis common stock subject to the Assumed IsoPlexis Stock Option immediately prior to the effective time (with any performance-based vesting conditions being deemed satisfied in full), multiplied by (b) the exchange ratio, rounded down to the nearest whole share number; and
the per share exercise price of such Assumed IsoPlexis Stock Option shall equal (a) the per share exercise price applicable to such Assumed IsoPlexis Stock Option immediately prior to the effective time, divided by (b) the exchange ratio, rounded up to the nearest whole hundredth of a cent.
Each IsoPlexis stock option that is vested or would vest pursuant to its terms as a result of the consummation of the merger that is held by any individual who is an IsoPlexis non-employee service provider or who will otherwise not be a continuing employee will be exercisable no later than ten days prior to, and contingent on, the closing of the merger and, to the extent unexercised as of such date, will be automatically canceled for no consideration at the effective time.
At the effective time, each IsoPlexis stock option that is not an Assumed IsoPlexis Stock Option that is outstanding immediately prior to the effective time will be automatically canceled for no consideration.
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At the effective time, each restricted stock award of IsoPlexis that is outstanding immediately prior to the effective time will be automatically converted into a restricted stock award of Berkeley Lights, on the same terms and conditions as were applicable to such restricted stock award of IsoPlexis (including with respect to lapsing restrictions), except the number of shares of Berkeley Lights common stock subject to such award shall equal (a) the number of shares of IsoPlexis common stock subject to the restricted stock award of IsoPlexis immediately prior to the effective time, multiplied by (b) the exchange ratio, rounded to the nearest whole share.
Q:
What will happen to the IsoPlexis Employee Stock Purchase Plan (the “IsoPlexis ESPP”)?
A:
The IsoPlexis ESPP will terminate ten business days prior to the closing date. No offering under the IsoPlexis ESPP was outstanding as of December 21, 2022 and no new offering under the IsoPlexis ESPP may commence thereafter.
Q:
What if I hold shares in both Berkeley Lights and IsoPlexis?
A:
If you are both a Berkeley Lights stockholder and an IsoPlexis stockholder, you will receive two separate packages of proxy materials. A vote cast as a Berkeley Lights stockholder will not count as a vote cast as an IsoPlexis stockholder, and a vote cast as an IsoPlexis stockholder will not count as a vote cast as a Berkeley Lights stockholder. Therefore, please follow the instructions received with each set of materials in order to submit separate proxies for your shares of Berkeley Lights common stock and your shares of IsoPlexis common stock.
Q:
How can I vote my shares in person at my respective special meeting?
A:
Berkeley Lights:
Shares held directly in your name as the stockholder of record of Berkeley Lights may be voted in person during the Berkeley Lights special meeting via the Berkeley Lights special meeting website. If you choose to vote your shares in person during the virtual meeting, you will need the 16-digit control number included on your proxy card in order to access the Berkeley Lights special meeting website and to vote in person as described in the section entitled “The Berkeley Lights Special Meeting—Attending the Berkeley Lights Special Meeting” beginning on page 49.
Shares held in “street name” may be voted in person via the Berkeley Lights special meeting website only if you obtain a specific control number and follow the instructions provided by your bank, broker or other nominee. See the section entitled “The Berkeley Lights Special Meeting—Attending the Berkeley Lights Special Meeting” beginning on page 49.
IsoPlexis:
Shares held directly in your name as the stockholder of record of IsoPlexis may be voted in person during the IsoPlexis special meeting via the IsoPlexis special meeting website. If you choose to vote your shares in person during the virtual meeting, you will need the 16-digit control number included on your proxy card in order to access the IsoPlexis special meeting website and to vote in person as described in the section entitled “The IsoPlexis Special Meeting—Attending the IsoPlexis Special Meeting” beginning on page 57.
Shares held in “street name” may be voted in person via the IsoPlexis special meeting website only if you 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. See the section entitled “The IsoPlexis Special Meeting—Attending the IsoPlexis Special Meeting” beginning on page 57.
Even if you plan to attend the Berkeley Lights special meeting or the IsoPlexis special meeting, as applicable, Berkeley Lights and IsoPlexis recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting.
Additional information on attending the special meetings can be found under the section entitled “The Berkeley Lights Special Meeting” on page 45 and under the section entitled “The IsoPlexis Special Meeting” on page 53.
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Q:
How can I vote my shares without attending my special meeting?
A:
Whether you hold your shares directly as the stockholder of record of Berkeley Lights or IsoPlexis or beneficially in “street name,” you may direct your vote by proxy without attending the Berkeley Lights special meeting or the IsoPlexis special meeting, as applicable. If you are a stockholder of record, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.
Additional information on voting procedures can be found under the section entitled “The Berkeley Lights Special Meeting” on page 45 and under the section entitled “The IsoPlexis Special Meeting” on page 53.
Q:
What is the difference between holding shares as a shareholder of record and as a beneficial owner of shares held in “street name?”
A:
If your shares of common stock in Berkeley Lights are registered directly in your name with American Stock Transfer & Trust Company, LLC, which is referred to as “AST” and is the transfer agent of Berkeley Lights, or if your shares of common stock in IsoPlexis are registered directly in your name with Computershare Trust Company, N.A., which is referred to as “Computershare” and is the transfer agent of IsoPlexis, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote your shares directly at the applicable special meeting. You may also grant a proxy for your vote directly to Berkeley Lights or IsoPlexis, as applicable, or to a third party to vote your shares at the applicable special meeting.
If your shares of common stock in Berkeley Lights or IsoPlexis are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by them to vote your shares. If you are a Berkeley Lights stockholder, in order to attend the special meeting via the Berkeley Lights special meeting website and to vote via the website at the special meeting, you will need to obtain a specific control number and follow the other procedures provided by your bank, broker or other nominee in order to vote your shares. If you are an IsoPlexis stockholder, in order to attend the special meeting via the IsoPlexis special meeting website and to vote via the website at the special meeting, 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.
Q:
If my shares of Berkeley Lights common stock or IsoPlexis common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?
A:
No. Your bank, broker or other nominee will only be permitted to vote your shares of Berkeley Lights common stock or IsoPlexis common stock, as applicable, if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under NYSE and Nasdaq rules, banks, brokers and other nominees who hold shares of Berkeley Lights common stock or IsoPlexis common stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at each of the Berkeley Lights special meeting and the IsoPlexis special meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.
For Berkeley Lights stockholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares is that such shares will not be counted as “FOR” or “AGAINST,” and, assuming a quorum is present at the Berkeley Lights special meeting, will have no effect on, the Berkeley Lights share issuance proposal or the Berkeley Lights adjournment proposal. However, if you provide voting instructions with respect to one proposal, your failure to instruct your bank, broker or nominee how to vote your shares with respect to the other proposal will have the same effect as a vote “AGAINST” such other proposal, as your shares will be represented at the meeting.
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For IsoPlexis stockholders, the effect of not instructing your bank, broker or other nominee how you wish to vote your shares will be the same as a vote “AGAINST” the IsoPlexis merger proposal. If you fail to provide any voting instructions to your bank, broker or other nominee with respect to the IsoPlexis special meeting, such failure will have no effect on the IsoPlexis adjournment proposal. However, if you provide voting instructions with respect to one proposal, your failure to instruct your bank, broker or nominee how to vote your shares with respect to the other proposal will have the same effect as a vote “AGAINST” such other proposal, as your shares will be represented at the meeting.
Q:
What should I do if I receive more than one set of voting materials for the same special meeting?
A:
If you hold shares of Berkeley Lights common stock or IsoPlexis common stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Berkeley Lights common stock or IsoPlexis common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.
Record Holders. For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of Berkeley Lights common stock or IsoPlexis common stock are voted.
Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to vote your shares.
Q:
If a stockholder gives a proxy, how are the shares of Berkeley Lights or IsoPlexis common stock voted?
A:
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Berkeley Lights common stock or IsoPlexis common stock, as applicable, in the way that you indicate. For each item before the Berkeley Lights special meeting or IsoPlexis special meeting, as applicable, you may specify whether your shares of Berkeley Lights common stock or IsoPlexis common stock, as applicable, should be voted for or against, or abstain from voting.
Q:
How will my shares of Berkeley Lights common stock be voted if I return a blank proxy?
A:
If you sign, date and return your proxy and do not indicate how you want your shares of Berkeley Lights common stock to be voted, then your shares of Berkeley Lights common stock will be voted in accordance with the recommendation of the Berkeley Lights board of directors: “FOR” the Berkeley Lights share issuance proposal and “FOR” the Berkeley Lights adjournment proposal.
Q:
How will my shares of IsoPlexis common stock be voted if I return a blank proxy?
A:
If you sign, date and return your proxy and do not indicate how you want your shares of IsoPlexis common stock to be voted, then your shares of IsoPlexis common stock will be voted in accordance with the recommendation of the IsoPlexis board of directors: “FOR” the IsoPlexis merger proposal and “FOR” the IsoPlexis adjournment proposal.
Q:
Can I change my vote after I have submitted my proxy?
A:
Any Berkeley Lights stockholder or IsoPlexis stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the applicable special meeting by doing any of the following:
subsequently submitting a new proxy (including by submitting a proxy via the Internet or telephone) for the applicable special meeting that is received by the deadline specified on the accompanying proxy card;
giving written notice of your revocation to Berkeley Lights’ Secretary or IsoPlexis’ Secretary, as applicable; or
revoking your proxy and voting in person at the applicable special meeting.
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Execution or revocation of a proxy will not in any way affect your right to attend the applicable special meeting and vote in person. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed:
if you are a Berkeley Lights stockholder, to:
if you are an IsoPlexis stockholder, to:
 
 
Berkeley Lights, Inc.
Attn: Secretary
5858 Horton Street, Suite 320
Emeryville, California 94608
IsoPlexis Corporation
Attn: Secretary
35 NE Industrial Road
Branford, Connecticut 06405
For more information, see the section entitled “The Berkeley Lights Special Meeting—Revocability of Proxies” beginning on page 48 and the section entitled “The IsoPlexis Special Meeting—Revocability of Proxies” beginning on page 56, as applicable.
Q:
If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?
A:
If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.
Q:
Where can I find the voting results of the special meetings?
A:
The preliminary voting results for each special meeting are expected to be announced at that special meeting. In addition, within four business days following certification of the final voting results, each of Berkeley Lights and IsoPlexis will file the final voting results of its respective special meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.
Q:
Do IsoPlexis stockholders have dissenters’ or appraisal rights?
A:
IsoPlexis stockholders are not entitled to appraisal or dissenters’ rights under the DGCL. If IsoPlexis stockholders are not in favor of the merger, IsoPlexis stockholders may vote against or choose to abstain from voting on the IsoPlexis merger proposal. For more information, see the section entitled “No Appraisal Rights” beginning on page 161. Information about how IsoPlexis stockholders may vote on the proposals being considered in connection with the merger can be found under the section entitled “The IsoPlexis Special Meeting” beginning on page 53.
Q:
Are there any risks that I should consider in deciding whether to vote for the approval of the Berkeley Lights share issuance proposal or the approval of the IsoPlexis merger proposal?
A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 32. You also should read and carefully consider the risk factors with respect to Berkeley Lights that are contained in the documents that are incorporated by reference into this joint proxy statement/prospectus and with respect to IsoPlexis that are contained in the documents that are included as annexes to this joint proxy statement/prospectus.
Q:
What happens if I sell my shares of Berkeley Lights common stock or IsoPlexis common stock after the respective record date but before the respective special meeting?
A:
The Berkeley Lights record date is earlier than the date of the Berkeley Lights special meeting, and the IsoPlexis record date is earlier than the date of the IsoPlexis special meeting. If you sell or otherwise transfer your shares of Berkeley Lights common stock or IsoPlexis common stock after the applicable record date but before the applicable special meeting, you will, unless special arrangements are made, retain your right to vote at the applicable special meeting. However, if you are an IsoPlexis stockholder, the right to receive the merger consideration will pass to the person to whom you transferred your shares of IsoPlexis common stock.
Q:
Who will solicit and pay the cost of soliciting proxies?
A:
Berkeley Lights has engaged Innisfree M&A Incorporated, which is referred to as “Innisfree,” to assist in the solicitation of proxies for the Berkeley Lights special meeting. Berkeley Lights estimates that it will pay
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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 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).
IsoPlexis has engaged Okapi Partners LLC, which is referred to as “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).
Berkeley Lights and IsoPlexis also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Berkeley Lights common stock and IsoPlexis common stock, respectively. Berkeley Lights’ directors, officers and employees and IsoPlexis’ directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.
Q:
When is the merger expected to be completed?
A:
Subject to the satisfaction or waiver of the closing conditions described under the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 126, including approval of the Berkeley Lights share issuance proposal by Berkeley Lights stockholders and approval of the IsoPlexis merger proposal by IsoPlexis stockholders, the merger is expected to be completed in the first quarter of 2023. However, neither Berkeley Lights nor IsoPlexis can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion of the merger is subject to conditions and factors outside the control of both companies, including the receipt of any required regulatory approvals. Berkeley Lights and IsoPlexis hope to complete the merger as soon as reasonably practicable. See also the section entitled “The Merger—Regulatory Approvals” beginning on page 106.
Q:
Is the closing of the merger subject to any conditions?
A:
Yes. The obligations of each of Berkeley Lights, Merger Sub and IsoPlexis to effect the merger are subject to the satisfaction or waiver, on or prior to the closing date, of each of the following conditions:
approval by IsoPlexis’ stockholders of the IsoPlexis merger proposal must have been obtained;
approval by Berkeley Lights’ stockholders of the Berkeley Lights share issuance proposal must have been obtained;
the shares of Berkeley Lights common stock to be issued as consideration under the merger agreement must have been approved for listing on Nasdaq, subject to official notice of issuance;
any waiting period applicable to the merger under the HSR Act must have been terminated or expired;
no judgment or order enacted, promulgated, issued, entered, amended or enforced by any governmental authority or applicable law may be in effect that prevents, makes illegal, enjoins or prohibits the consummation of the merger; and
the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, must have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 may have been issued by the SEC and no proceedings for that purpose may have been initiated or threatened by the SEC.
In addition, each party’s obligation to effect the merger is subject to, among other things, the accuracy of certain representations and warranties of the other party and the compliance by such other party with certain of its covenants, in each case, subject to the materiality standards set forth in the merger agreement, as well as the receipt by IsoPlexis of an opinion from outside legal counsel regarding certain tax matters.
For a more complete summary of the conditions that must be satisfied or waived prior to the closing of the merger, please see the section entitled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 126.
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Q:
What respective equity stakes will Berkeley Lights stockholders and IsoPlexis stockholders hold in the combined company immediately following the merger?
A:
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 relative ownership interests of Berkeley Lights stockholders and former IsoPlexis stockholders in the combined company immediately following the merger will depend on the number of shares of Berkeley Lights common stock and the number of shares of IsoPlexis common stock outstanding immediately prior to the merger.
Q:
If I am an IsoPlexis stockholder, how will I receive the merger consideration to which I am entitled?
A:
If you hold your shares of IsoPlexis common stock in book-entry form, whether through The Depository Trust Company, which is referred to as “DTC,” or otherwise, you will not be required to take any specific actions to exchange your shares of IsoPlexis common stock for shares of Berkeley Lights common stock. Such shares will, following the effective time, be automatically exchanged for shares of Berkeley Lights common stock (in book-entry form) and cash in lieu of any fractional shares of Berkeley Lights common stock to which you are entitled. If you instead hold your shares of IsoPlexis common stock in certificated form, then, after receiving the proper documentation from you following the effective time, the exchange agent will deliver to you the Berkeley Lights common stock (in book-entry form) and cash in lieu of any fractional shares to which you are entitled. More information may be found in the sections entitled “The Merger Agreement—Exchange of Shares” beginning on page 110.
Q:
What should I do now?
A:
You should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, and return your completed, signed and dated proxy card(s) by mail in the enclosed postage-paid envelope or submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.
Q:
How can I find more information about Berkeley Lights and IsoPlexis?
A:
You can find more information about Berkeley Lights and IsoPlexis from various sources described in the section entitled “Where You Can Find More Information” beginning on page 170 and in the annexes to this joint proxy statement/prospectus.
Q:
Whom do I call if I have questions about the Berkeley Lights special meeting, the IsoPlexis special meeting or the merger?
A:
If you have questions about the Berkeley Lights special meeting, the IsoPlexis special meeting or the merger, or desire additional copies of this joint proxy statement/prospectus or additional proxies, you may contact:
for Berkeley Lights stockholders:
for IsoPlexis stockholders:
 
 
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Brokers Call: (212) 750-5833
Email: info@innisfreema.com
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, New York 10036
Call Toll-Free: (855) 208-8902
Banks and Brokers Call: (212) 297-0720
Email: info@okapipartners.com
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SUMMARY
For your convenience, provided below is a brief summary of certain information contained in this joint proxy statement/prospectus. This summary highlights selected information from this joint proxy statement/ prospectus and does not contain all of the information that may be important to you as a Berkeley Lights stockholder or an IsoPlexis stockholder. To understand the merger fully and for a more complete description of the terms of the merger, you should read carefully this entire joint proxy statement/prospectus, its annexes and the other documents to which you are referred. Items in this summary include a page reference directing you to a more complete description of those items. You may obtain the information incorporated by reference into 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.
The Parties to the Merger (Page 44)
Berkeley Lights, Inc.
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. The principal executive offices of Berkeley Lights are located at 5858 Horton Street, Suite 320, Emeryville, CA 94608, and its telephone number is (510) 858-2855.
IsoPlexis Corporation
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. The principal executive offices of IsoPlexis are located at 35 NE Industrial Road, Branford, Connecticut 06405, and its telephone number is (203) 208-4111.
Iceland Merger Sub Inc.
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. The principal executive offices of Iceland Merger Sub Inc. are located at 5858 Horton Street, Suite 320, Emeryville, CA 94608, and its telephone number is (510) 858-2855.
The Merger and the Merger Agreement (Pages 61 and 109)
The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. Berkeley Lights and IsoPlexis encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.
The merger agreement provides that, subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into IsoPlexis, with IsoPlexis continuing as the surviving corporation in the merger and as a wholly owned subsidiary of Berkeley Lights.
Merger Consideration (Pages 61 and 110)
At the effective time, each share of IsoPlexis common stock (other than certain excluded shares described in the merger agreement) 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.
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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.
Treatment of IsoPlexis Equity Awards (Page 113)
IsoPlexis Stock Options
At the effective time, each IsoPlexis stock option with a per share exercise price that is less than the average closing sale price for a share of IsoPlexis common stock, rounded to the nearest one-tenth of a cent, as reported on Nasdaq for the five most recent trading days ending on and including the third business day prior to the closing date, that is outstanding and unexercised, whether vested or unvested, that is held by a continuing employee (each such IsoPlexis stock option an “Assumed IsoPlexis Stock Option”), immediately prior to the effective time will cease to represent a right to acquire shares of IsoPlexis common stock and will be automatically assumed and converted into a Berkeley Lights stock option on the same terms and conditions (including with respect to time-based vesting) as applied to such Assumed IsoPlexis Stock Option immediately prior to the effective time, except that:
the number of shares of Berkeley Lights common stock subject to such Assumed IsoPlexis Stock Option shall equal (a) the number of shares of IsoPlexis common stock subject to the Assumed IsoPlexis Stock Option immediately prior to the effective time (with any performance-based vesting conditions being deemed satisfied in full), multiplied by (b) the exchange ratio, rounded down to the nearest whole share number; and
the per share exercise price of such Assumed IsoPlexis Stock Option shall equal (a) the per share exercise price applicable to such Assumed IsoPlexis Stock Option immediately prior to the effective time, divided by (b) the exchange ratio, rounded up to the nearest whole hundredth of a cent.
Each IsoPlexis stock option that is vested or would vest, pursuant to its terms as a result of the consummation of the merger, that is held by any individual who is an IsoPlexis non-employee service provider or who will otherwise not be a continuing employee will be exercisable no later than ten days prior to, and contingent on, the closing of the merger and, to the extent unexercised as of such date, will be automatically canceled for no consideration at the effective time.
At the effective time, each IsoPlexis stock option that is not an Assumed IsoPlexis Stock Option that is outstanding immediately prior to the effective time will be automatically canceled for no consideration.
IsoPlexis Restricted Stock Awards
At the effective time, each restricted stock award of IsoPlexis that is outstanding immediately prior to the effective time will be automatically converted into a restricted stock award of Berkeley Lights, on the same terms and conditions as were applicable to such restricted stock award of IsoPlexis (including with respect to lapsing restrictions), except the number of shares of Berkeley Lights common stock subject to such award shall equal (a) the number of shares of IsoPlexis common stock subject to the restricted stock award of IsoPlexis immediately prior to the effective time, multiplied by (b) the exchange ratio, rounded to the nearest whole share.
Treatment of the IsoPlexis Employee Stock Purchase Plan (Page 113)
The IsoPlexis ESPP will terminate ten business days prior to the closing date. No offering under the IsoPlexis ESPP was outstanding as of December 21, 2022 and no new offering under the IsoPlexis ESPP may commence thereafter.
Treatment of the IsoPlexis Warrant Certificate (Page 113)
At the effective time, the outstanding warrant for shares of IsoPlexis common stock issued by IsoPlexis to Perceptive Credit Holdings III, LP (“Perceptive”) will become exercisable for the merger consideration in accordance with the terms of the Amended Warrant Certificate, dated March 30, 2022, between IsoPlexis and Perceptive.
Recommendation of the Berkeley Lights Board of Directors; Berkeley Lights’ Reasons for the Merger (Page 76)
The Berkeley Lights board of directors unanimously recommends that you vote “FOR” the Berkeley Lights share issuance proposal and “FOR” the Berkeley Lights adjournment proposal. For a description of some of the factors considered by the Berkeley Lights board of directors in reaching its decision to approve the merger agreement
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and the transactions contemplated thereby, including the merger and the share issuance, and additional information on the recommendation of the Berkeley Lights board of directors that Berkeley Lights stockholders approve the share issuance, see the section entitled “The Merger—Recommendation of the Berkeley Lights Board of Directors; Berkeley Lights’ Reasons for the Merger” beginning on page 76.
Recommendation of the IsoPlexis Board of Directors; IsoPlexis’ Reasons for the Merger (Page 79)
The IsoPlexis board of directors unanimously recommends that you vote “FOR” the IsoPlexis merger proposal and “FOR” the IsoPlexis adjournment proposal. For a description of some of the factors considered by the IsoPlexis board of directors in reaching its decision to approve the merger agreement and additional information on the recommendation of the IsoPlexis board of directors that IsoPlexis stockholders adopt the merger agreement, see the section entitled “The Merger—Recommendation of the IsoPlexis Board of Directors; IsoPlexis’ Reasons for the Merger” beginning on page 79.
Opinion of Berkeley Lights’ Financial Advisor (Page 84 and Annex D)
Berkeley Lights has engaged Cowen as its financial advisor in connection with the merger. In connection with this engagement, Cowen delivered a written opinion, dated December 20, 2022, to the Berkeley Lights board of directors as to the fairness, from a financial point of view and as of the date of such opinion, to Berkeley Lights of the exchange ratio provided for pursuant to the merger agreement. The full text of Cowen’s written opinion, dated December 20, 2022, is attached as Annex D to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of Cowen’s written opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. Cowen’s analyses and opinion were prepared for and addressed to the Berkeley Lights board of directors and were directed only to the fairness, from a financial point of view, to Berkeley Lights of the exchange ratio. Cowen’s opinion did not in any manner address Berkeley Lights’ underlying business decision to effect the merger or the relative merits of the merger as compared to other business strategies or transactions that might be available to Berkeley Lights. The exchange ratio was determined through negotiations between Berkeley Lights and IsoPlexis and Cowen’s opinion does not constitute a recommendation to any securityholder or any other person as to how to vote or act with respect to the merger or otherwise.
Opinion of IsoPlexis’ Financial Advisor (Page 90 and Annex E)
Pursuant to an engagement letter dated as of October 18, 2022, IsoPlexis engaged Evercore to provide strategic and financial advice and assistance in connection with a potential merger or sale of all or a majority of the equity, business or assets of IsoPlexis. IsoPlexis selected Evercore to act as its financial advisor based on Evercore’s qualifications, expertise and reputation and its knowledge of the business and affairs of IsoPlexis. As part of this engagement, the IsoPlexis board of directors requested that Evercore evaluate the fairness of the exchange ratio pursuant to the merger agreement, from a financial point of view, to the holders of IsoPlexis common stock.
At a meeting of the IsoPlexis board of directors held on December 21, 2022, Evercore rendered to the IsoPlexis board of directors its oral opinion, subsequently confirmed by delivery of a written opinion dated December 21, 2022, that as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to the holders of IsoPlexis common stock.
The full text of the written opinion of Evercore, dated as of December 21, 2022, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex E to this joint proxy statement/prospectus and is incorporated by reference in its entirety into this joint proxy statement/prospectus. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the IsoPlexis board of directors (in its capacity as such) in connection with its evaluation of the proposed merger. The opinion did not constitute a recommendation to the IsoPlexis board of directors or to any other persons in respect of the merger, including as to how any holder of shares of IsoPlexis common stock should vote or act in respect of the merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to IsoPlexis, nor does it address the underlying business decision of IsoPlexis to engage in the merger.
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For further information, see the section entitled “The Merger—Opinion of IsoPlexis’ Financial Advisor” beginning on page 90 and the full text of the written opinion of Evercore attached as Annex E to this joint proxy statement/prospectus.
The Berkeley Lights Special Meeting (Page 45)
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 purposes of the Berkeley Lights special meeting are as follows:
Berkeley Lights Proposal 1: Approval of the Share Issuance. To consider and vote on the Berkeley Lights share issuance proposal; and
Berkeley Lights Proposal 2: Adjournment of the Berkeley Lights Special Meeting. To consider and vote on the Berkeley Lights adjournment proposal.
Completion of the merger is conditioned on the approval of the Berkeley Lights share issuance proposal by Berkeley Lights stockholders.
Only holders of record of shares of Berkeley Lights common stock outstanding as of the close of business on February 14, 2023, the record date for the Berkeley Lights special meeting, are entitled to notice of, and to vote at, the Berkeley Lights special meeting or any adjournment or postponement of the Berkeley Lights special meeting. Berkeley Lights stockholders may cast one vote for each share of Berkeley Lights common stock that Berkeley Lights stockholders own of record as of that record date.
A quorum of Berkeley Lights stockholders is necessary to hold the Berkeley Lights special meeting. A quorum will exist at the Berkeley Lights special meeting if holders of record of shares of Berkeley Lights common stock representing a majority of the outstanding shares of Berkeley Lights common stock entitled to vote at the meeting are present in person via the Berkeley Lights special meeting website or represented by proxy. All shares of Berkeley Lights 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 Berkeley Lights 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 Berkeley Lights 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 Berkeley Lights special meeting.
Assuming the presence of a quorum, the approval of the Berkeley Lights share issuance 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 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.
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.
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The IsoPlexis Special Meeting (Page 53)
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 purposes of the IsoPlexis special meeting are as follows:
IsoPlexis Proposal 1: Adoption of the Merger Agreement. To consider and vote on the IsoPlexis merger proposal; and
IsoPlexis Proposal 2: Adjournment of the IsoPlexis Special Meeting. To consider and vote on the IsoPlexis adjournment proposal.
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.
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. 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.
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.
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.
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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.
Interests of Berkeley Lights’ Directors and Executive Officers in the Merger (Page 145)
In considering the recommendations of the Berkeley Lights board of directors, Berkeley Lights stockholders should be aware that Berkeley Lights’ directors and executive officers have interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other Berkeley Lights stockholders generally. The Berkeley Lights board of directors was aware of and considered these interests, among other matters, 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.
These interests are discussed in more detail in the section entitled “Interests of Berkeley Lights’ Directors and Executive Officers in the Merger” beginning on page 145.
Interests of IsoPlexis’ Directors and Executive Officers in the Merger (Page 146)
In considering the recommendations of the IsoPlexis board of directors, IsoPlexis stockholders should be aware that IsoPlexis’ directors and executive officers may have certain interests in the merger that may be different from, or in addition to, the interests of IsoPlexis stockholders generally. 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 its stockholders that IsoPlexis enter into the merger agreement and consummate the merger and the other transactions contemplated by the merger agreement and 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 the section entitled “The Merger—Interests of IsoPlexis’ Directors and Executive Officers in the Merger” beginning on 120 of this joint proxy statement/prospectus for further information regarding these interests.
Organizational Documents and Directors and Officers of the Surviving Corporation (Page 113)
At the effective time, IsoPlexis’ certificate of incorporation will, by virtue of the merger, be amended and restated in its entirety to be in the form set forth in Exhibit A to the merger agreement. The parties to the merger agreement will also take all necessary action so that, at the effective time, the bylaws of IsoPlexis are amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the effective time (except that references to “Iceland Merger Sub Inc.” will be replaced by references to “IsoPlexis Corporation”). The directors of Merger Sub immediately prior to the effective time will become the initial directors of IsoPlexis as the surviving corporation. The officers of IsoPlexis immediately prior to the effective time will become the initial officers of IsoPlexis as the surviving corporation.
Certain Beneficial Owners of Berkeley Lights Common Stock (Page 164)
At the close of business on February 6, 2023, the latest practicable date prior to the date of the filing of this joint proxy statement/prospectus, Berkeley Lights’ directors and executive officers, as a group, beneficially owned and were entitled to vote approximately 17% of the 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
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of Berkeley Lights common stock 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. For more information regarding the security ownership of Berkeley Lights’ directors and executive officers, see the information provided in the section entitled “Certain Beneficial Owners of Berkeley Lights Common Stock—Security Ownership of Berkeley Lights Directors and Executive Officers” beginning on page 164.
Certain Beneficial Owners of IsoPlexis Common Stock (Page 166)
At the close of business on February 6, 2023, the latest practicable date prior to the date of the filing of this joint proxy statement/prospectus, IsoPlexis’ directors and executive officers, as a group, beneficially owned and were entitled to vote approximately 25% of the shares of IsoPlexis common stock then outstanding. Sean Mackay, the 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 common stock 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. For more information regarding the security ownership of IsoPlexis’ directors and executive officers, see the information provided in the section entitled “Certain Beneficial Owners of IsoPlexis Common Stock” beginning on page 166.
Regulatory Approvals (Page 124)
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.
The obligations of Berkeley Lights, Merger Sub and IsoPlexis to consummate the merger may be subject to, among other conditions, the termination or expiration of any waiting period applicable to the merger under the HSR Act.
Under the merger agreement, in the event that Berkeley Lights and IsoPlexis determine in good faith that filing of Notification and Report Forms under the HSR Act is required, such filings are required to be made within ten business days following the date of such determination; provided that, in the period between the fifth business day prior to the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, being declared effective by the SEC and the fifth business day after the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, is declared effective by the SEC, Berkeley Lights and IsoPlexis are required to make a determination in good faith as to whether such a filing is required and, if such determination is that the filing is required, such filing is required to be made no later than the sixth business day after the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, is declared effective by the SEC.
Ownership of the Combined Company (Page 107)
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 the combined company and Berkeley Lights stockholders immediately prior to the merger are expected to own approximately 75% of the combined company. The relative ownership interests of Berkeley Lights stockholders and former IsoPlexis stockholders in the combined company immediately following the merger will depend on the number of shares of Berkeley Lights common stock and IsoPlexis common stock issued and outstanding immediately prior to the merger.
Litigation Relating to the Merger (Page 107)
As of February 7, 2023, two complaints have been filed in federal court in connection with the merger. On February 2, 2023, a purported IsoPlexis stockholder filed a complaint in the United States District Court for the Southern District of New York, naming IsoPlexis and the members of the IsoPlexis board of directors as defendants. On February 6, 2023, a purported IsoPlexis stockholder filed a complaint in the United States District Court for the Southern District of New York, naming IsoPlexis and the members of the IsoPlexis board of directors as defendants.
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The complaints allege, among other things, that the registration statement on Form S-4 filed by Berkeley Lights relating to the merger omits material information concerning the transactions contemplated by the merger agreement in violation of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder. For additional information see the section entitled “The Merger—Litigation Relating to the Merger” beginning on page 107.
No Appraisal Rights (Page 161)
Neither Berkeley Lights stockholders nor IsoPlexis stockholders are entitled to appraisal of their shares or dissenters’ rights with respect to the merger.
Conditions to the Completion of the Merger (Page 126)
The obligations of each of Berkeley Lights, Merger Sub and IsoPlexis to effect the merger are subject to the satisfaction or waiver, on or prior to the closing date, of each of the following conditions:
approval by IsoPlexis’ stockholders of the IsoPlexis merger proposal must have been obtained;
approval by Berkeley Lights’ stockholders of the Berkeley Lights share issuance proposal must have been obtained;
the shares of Berkeley Lights common stock to be issued as consideration under the merger agreement must have been approved for listing on Nasdaq, subject to official notice of issuance;
any waiting period applicable to the merger under the HSR Act must have been terminated or expired;
no judgment or order enacted, promulgated, issued, entered, amended or enforced by any governmental authority or applicable law may be in effect that prevents, makes illegal, enjoins or prohibits the consummation of the merger; and
the registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, must have been declared effective by the SEC under the Securities Act, no stop order suspending the effectiveness of the Form S-4 may have been issued by the SEC and no proceedings for that purpose may have been initiated or threatened by the SEC.
In addition, each party’s obligation to effect the merger is subject to, among other things, the accuracy of certain representations and warranties of the other party and the compliance by such other party with certain of its covenants, in each case, subject to the materiality standards set forth in the merger agreement.
In addition, IsoPlexis’ obligation to effect the merger is subject to the receipt by IsoPlexis of an opinion from its legal counsel, Cravath, Swaine & Moore LLP, or Freshfields Bruckhaus Deringer US LLP, counsel to Berkeley Lights, dated as of the closing date, to the effect that (1) the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, (2) Berkeley Lights, Merger Sub and IsoPlexis each will be a party to such reorganization within the meaning of Section 368(b) of the Code and (3) the merger agreement is intended to be, and is adopted as, a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code.
Neither Berkeley Lights nor IsoPlexis can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.
No Solicitation of Acquisition Proposals (Page 120)
As more fully described in the section of this joint proxy statement/prospectus entitled “The Merger Agreement—No Solicitation of Acquisition Proposals,” subject to the exceptions summarized below, IsoPlexis and Berkeley Lights have each agreed that they will not, directly or indirectly, (1) solicit or initiate, or knowingly encourage, induce or facilitate, any inquiry, proposal or offer that constitutes, or may reasonably be expected to lead to, an acquisition proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals” beginning on page 120), (2) furnish to any person any non-public information regarding Berkeley Lights or IsoPlexis, as applicable, or its respective subsidiaries, or afford to any person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Berkeley Lights or IsoPlexis, as applicable, or its respective subsidiaries, with the intent of encouraging, inducing, facilitating or assisting the making, submission or announcement of any inquiry, proposal or offer that constitutes, or may reasonably be expected to lead to, an acquisition proposal, (3) participate or engage in any discussions or negotiations
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with any person regarding, or furnish to any person any information with respect to, or cooperate in any way with any person (whether or not such person is making an acquisition proposal) with respect to, any inquiry, proposal or offer that constitutes, or may reasonably be expected to lead to, an acquisition proposal or (4) resolve or agree to do any of the foregoing.
Notwithstanding the restrictions described above, if at any time prior to obtaining approval of the IsoPlexis merger proposal, in the case of IsoPlexis, or the Berkeley Lights share issuance proposal, in the case of Berkeley Lights, in response to a bona fide written acquisition proposal that did not result from a breach of the applicable non-solicitation provisions in the merger agreement and that the IsoPlexis board of directors or the Berkeley Lights board of directors, as applicable, determines in good faith (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) constitutes or is reasonably expected to result in a superior proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals” beginning on page 120), IsoPlexis or Berkeley Lights, as applicable, and its respective subsidiaries may (1) furnish information with respect to IsoPlexis or Berkeley Lights, as applicable, and its respective subsidiaries to the person making the acquisition proposal, in either case, subject to certain conditions and obligations in the merger agreement and (2) participate in discussions regarding the terms of the acquisition proposal and the negotiation of such terms with, and only with, the person making the acquisition proposal and its representatives and financing sources.
Berkeley Lights and IsoPlexis have also agreed that if either of them obtains knowledge of the receipt of any inquiry, proposal or offer that constitutes, or may reasonably be expected to lead to, an acquisition proposal, then Berkeley Lights or IsoPlexis, as applicable, will promptly (and in any event, within 24 hours after obtaining knowledge of the receipt of such acquisition proposal or request) notify the other party in writing of such acquisition proposal or request (which notification must include the identity of the person making the acquisition proposal and the material terms and conditions thereof (and copies of all definitive documentation and other relevant proposed transaction documentation received from the person making the acquisition proposal). Berkeley Lights or IsoPlexis, as applicable, must keep the other party informed in all material respects, on a reasonably current basis, of the status and details of such acquisition proposal or request (including any material change to the terms of such proposal) and provide to the other party as soon as practicable after receipt or delivery thereof all drafts of agreements relating to any acquisition proposal and any written proposals containing any material terms of any acquisition proposal or a counterproposal to an acquisition proposal, in each case exchanged between such party or any of its subsidiaries or any of its other representatives, on the one hand, and the person making the acquisition proposal or any of its affiliates or any of its or their representatives, on the other hand.
No Change of Recommendation (Page 122)
The merger agreement provides that, among other restrictions and subject to certain exceptions, neither the IsoPlexis board of directors nor the Berkeley Lights board of directors will:
withdraw (or modify or qualify in a manner adverse to Berkeley Lights or to IsoPlexis, as applicable) the IsoPlexis board of directors’ recommendation to IsoPlexis stockholders to adopt the merger agreement or the Berkeley Lights board of directors’ recommendation to Berkeley Lights stockholders to approve the share issuance, as applicable (or publicly propose to do so);
if an acquisition proposal structured as a tender or exchange offer is commenced, fail to recommend against acceptance of such tender or exchange offer by the applicable stockholders within ten business days after the commencement thereof; or
approve, recommend or declare advisable any acquisition proposal (or publicly propose to do so).
The actions described in the preceding three bullets are referred to as a “change of recommendation.”
IsoPlexis and Berkeley Lights have also agreed that, except as otherwise set forth in the merger agreement, neither the IsoPlexis board of directors nor the Berkeley Lights board of directors will adopt (or publicly propose to do so) or allow IsoPlexis or Berkeley Lights, as applicable, or any of its respective controlled affiliates to execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other agreement or arrangement (other than an acceptable confidentiality agreement (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals” beginning on page 120) related to any acquisition proposal.
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Notwithstanding the restrictions described above, at any time prior to obtaining the approval by IsoPlexis stockholders of the IsoPlexis merger proposal or by Berkeley Lights stockholders of the Berkeley Lights share issuance proposal, as the case may be, the IsoPlexis board of directors or the Berkeley Lights board of directors, as applicable, may make a change of recommendation following receipt of an acquisition proposal that did not result from a breach of the applicable non-solicitation provisions in the merger agreement that it determines in good faith (after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation) constitutes a superior proposal if it determines in good faith (after consultation with its outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties (and subject to compliance with certain obligations set forth in the merger agreement, including providing the other party with prior notice and the opportunity to negotiate for a period to match the terms of the superior proposal).
In addition, at any time prior to obtaining the approval by IsoPlexis stockholders of the IsoPlexis merger proposal or by Berkeley Lights stockholders of the Berkeley Lights share issuance proposal, as the case may be, the IsoPlexis board of directors or the Berkeley Lights board of directors, as applicable, may make a change of recommendation in response to an intervening event (unrelated to an acquisition proposal) if it determines in good faith (after consultation with its outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties (and subject to compliance with certain obligations set forth in the merger agreement, including providing the other party with prior notice and the opportunity to negotiate for a period to amend the terms of the merger agreement).
Termination of the Merger Agreement (Page 128)
The merger agreement may be terminated and the merger abandoned:
by mutual written consent of IsoPlexis and Berkeley Lights at any time prior to the effective time;
by either IsoPlexis or Berkeley Lights, if the merger has not been consummated on or prior to the end date, including any automatic extensions thereof (however, a party may not terminate the merger agreement pursuant to this provision if the failure of the merger to occur on or before the end date is a proximate result of a breach of the merger agreement by such party);
by either IsoPlexis or Berkeley Lights, if a judgment or order has been enacted, promulgated, issued, entered, amended or enforced by any governmental authority or an applicable law is in effect that prevents, makes illegal, enjoins or prohibits the consummation of the merger, and such judgment, order or applicable law has become final and non-appealable (however, the party seeking to terminate the merger agreement must have complied with its obligations in the merger agreement described in the section entitled “The Merger Agreement—Regulatory Approvals”);
by either IsoPlexis or Berkeley Lights, if the approval by Berkeley Lights stockholders of the Berkeley Lights share issuance proposal is not obtained at the Berkeley Lights special meeting duly convened (unless the Berkeley Lights special meeting is adjourned, in which case at the final adjournment thereof);
by either IsoPlexis or Berkeley Lights, if the approval by IsoPlexis stockholders of the IsoPlexis merger proposal is not obtained at the IsoPlexis special meeting duly convened (unless the IsoPlexis special meeting is adjourned, in which case at the final adjournment thereof);
by Berkeley Lights, if the IsoPlexis board of directors has made a change of recommendation;
by IsoPlexis, if the Berkeley Lights board of directors has made a change of recommendation; or
by either IsoPlexis or Berkeley Lights, if the other party has breached or failed to perform any of its covenants or agreements contained in the merger agreement or if any of the other party’s representations or warranties contained in the merger agreement fails to be true and correct, which breach or failure (1) would give rise to the failure of conditions to closing relating to the accuracy of the other party’s representations and warranties or compliance with its covenants and (2) is not reasonably capable of being cured by the end date or is not cured within 45 days after receiving written notice from the terminating party (however, the terminating party may not exercise this termination right if it is then in material breach of any of its representations, warranties, obligations or agreements contained in the merger agreement).
Termination Fees (Page 128)
IsoPlexis and Berkeley Lights have each agreed to pay a termination fee of $2.3 million in cash to the other party if the merger agreement is terminated in certain circumstances involving a change of recommendation by the party
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obligated to pay the fee (including the failure of such party to obtain the required stockholder approval following its change of recommendation). IsoPlexis and Berkeley Lights are also required to pay a termination fee of $2.3 million if the party obligated to pay the fee enters into or consummates a superior proposal following certain terminations of the merger agreement, including a termination due to such party’s failure to obtain the required stockholder approval or the merger not being consummated on or before the end date. Neither Berkeley Lights nor IsoPlexis will be required to pay a termination fee on more than one occasion.
Accounting Treatment (Page 108)
Berkeley Lights prepares its financial statements in accordance with GAAP. The merger will be accounted for using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), with Berkeley Lights representing the accounting acquirer under this guidance. Berkeley Lights will record assets acquired, including identifiable intangible assets, and liabilities assumed from IsoPlexis at their respective fair values at the date of completion of the merger. Any excess of the purchase price (as described under Note 2 — “Basis of Pro Forma Presentation” under “Unaudited Pro Forma Condensed Combined Financial Statements—Notes to Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 138 over the net fair value of such assets and liabilities will be recorded as goodwill.
The financial condition and results of operations of Berkeley Lights after completion of the merger will reflect IsoPlexis after completion of the merger, but will not be restated retroactively to reflect the historical financial condition or results of operations of IsoPlexis. The earnings of Berkeley Lights following completion of the merger will reflect acquisition accounting adjustments, including the effect of changes in the carrying value for assets and liabilities on depreciation expense and amortization expense. Indefinite-lived intangible assets, including goodwill, will not be amortized but will be tested for impairment at least annually, and all tangible and intangible assets including goodwill will be tested for impairment when certain indicators are present. If, in the future, Berkeley Lights determines that tangible or intangible assets (including goodwill) are impaired, Berkeley Lights would record an impairment charge at that time.
Material U.S. Federal Income Tax Consequences of the Merger (Page 149)
Berkeley Lights and IsoPlexis intend for the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and currently expect to report the merger as qualifying as a reorganization for U.S. federal income tax purposes.
Assuming the merger qualifies as a reorganization, U.S. holders (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 149) of shares of IsoPlexis common stock will generally not be subject to U.S. federal income tax as a result of the exchange of their shares of IsoPlexis common stock for shares of Berkeley Lights common stock in the merger (except in connection with any cash received in lieu of any fractional shares of Berkeley Lights common stock). The material U.S. federal income tax consequences of the merger are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 149. The discussion of the material U.S. federal income tax consequences contained in this joint proxy statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all potential U.S. federal income tax consequences of the merger that may vary with, or are dependent on, individual circumstances. In addition, it does not address the effects of any foreign, state, or local tax laws or any U.S. federal tax laws other than U.S. federal income tax laws.
All IsoPlexis stockholders should consult their own tax advisors as to the specific tax consequences to them of the merger, including the applicability and effect of any U.S. federal, state, local, foreign and other tax laws.
Comparison of Stockholders Rights (Page 152)
Upon completion of the merger, IsoPlexis stockholders receiving shares of Berkeley Lights common stock will become Berkeley Lights stockholders. The rights of Berkeley Lights stockholders will be governed by the DGCL and Berkeley Lights’ governing documents in effect at the effective time. Differences between the rights of IsoPlexis stockholders and the rights of Berkeley Lights stockholders as of the date of this joint proxy statement/prospectus are described in more detail under the section entitled “Comparison of Stockholders Rights” beginning on page 152.
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Listing of Berkeley Lights Common Stock; Delisting and Deregistration of IsoPlexis Common Stock (Page 108)
It is a condition to the merger that the shares of Berkeley Lights common stock to be issued as consideration in the merger be approved for listing on Nasdaq, subject to official notice of issuance. If the merger is completed, IsoPlexis common stock will be delisted from Nasdaq and deregistered under the Exchange Act, following which IsoPlexis will no longer be required to file periodic reports with the SEC with respect to IsoPlexis common stock.
IsoPlexis has agreed to cooperate with Berkeley Lights prior to the closing of the merger, which is referred to as the “closing,” to cause the IsoPlexis common stock to be delisted from Nasdaq and be deregistered under the Exchange Act as promptly as practicable after the effective time.
Risk Factors (Page 32)
In evaluating the merger agreement, the merger or the share issuance, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 32.
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following table presents selected unaudited pro forma condensed combined financial data of Berkeley Lights after giving effect to the merger, which is referred to as the “selected pro forma financial data.” The information under “Pro Forma Statements of Income Data” in the table below gives effect to the merger as if it had been consummated on January 1, 2021, the beginning of the earliest period for which unaudited pro forma condensed combined financial statements have been presented. The information under “Pro Forma Balance Sheet Data” in the table below assumes the merger had been consummated on September 30, 2022. This pro forma financial data was prepared using the acquisition method of accounting with Berkeley Lights considered the accounting acquirer of IsoPlexis. See the section entitled “The Merger—Accounting Treatment beginning on page 108.
The selected pro forma financial data reflects preliminary pro forma adjustments that have been made solely for the purpose of providing the pro forma financial data presented in this joint proxy statement/prospectus. The acquisition method of accounting requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. Fair value measurements recorded in acquisition accounting are dependent upon certain valuation studies of IsoPlexis’ assets and liabilities and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. Accordingly, Berkeley Lights estimated the fair value of IsoPlexis’ assets and liabilities as of September 30, 2022 based on discussions with IsoPlexis’ management, due diligence information, and information presented in IsoPlexis’ SEC filings and other publicly available information. Until the merger is completed, both companies are limited in their ability to share certain information. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed.
Upon completion of the merger, a final determination of the fair value of IsoPlexis’ assets and liabilities will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the pro forma financial data may change the amount of the total purchase consideration allocated to goodwill, if any, and other assets and liabilities and may impact the combined company statements of income due to, among other things, adjustments in depreciation and amortization of the adjusted assets or liabilities and related deferred income tax effects. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the pro forma financial data.
The information presented below should be read in conjunction with the historical consolidated financial statements and related notes of Berkeley Lights, as filed by Berkeley Lights with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which are incorporated by reference into this joint proxy statement/prospectus, with the historical consolidated financial statements and related notes of IsoPlexis, as filed by IsoPlexis with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which are attached as Annexes F-1 and F-4, respectively, to this joint proxy statement/prospectus, and with the unaudited pro forma condensed combined financial statements of Berkeley Lights and IsoPlexis, including the related notes, appearing in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Statements” and “Notes to Unaudited Pro Forma Condensed Combined Financial Statements” beginning on pages 133 and 138, respectively. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of results that actually would have occurred or that may occur in the future had the merger been completed on the dates indicated, or the future operating results or financial position of the combined company following the merger. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 32.
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(in thousands, except per share amounts)
Nine Months ended
September 30,
2022
Year Ended
December 31,
2021
Pro forma Statements of Income Data:
 
 
Revenue
$74,154
$102,646
Net loss attributable to common stockholders
$(140,638)
$(178,889)
Net loss attributable to common stockholders per share, basic and diluted
$(1.52)
$(1.97)
(in thousands)
 
September 30,
2022
Pro forma Balance Sheet Data:
 
 
Total assets
 
$345,908
Long-term debt obligations
 
67,327
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COMPARATIVE HISTORICAL UNAUDITED PRO FORMA PER SHARE DATA
Presented below are Berkeley Lights’ and IsoPlexis’ historical and unaudited pro forma combined per share financial data as of and for the nine months ended September 30, 2022 and the year ended December 31, 2021. Except for the historical financial data for the year ended December 31, 2021, the financial data provided in the table below is unaudited. This financial data should be read together with the historical consolidated financial statements and related notes of Berkeley Lights, as filed by Berkeley Lights with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which are incorporated by reference into this joint proxy statement/prospectus, with the historical consolidated financial statements and related notes of IsoPlexis, as filed by IsoPlexis with the SEC in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, which are attached as Annexes F-1 and F-4, respectively, to this joint proxy statement/prospectus, and with the unaudited pro forma condensed combined financial statements, including the related notes, appearing in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Statements” and “Notes to Unaudited Pro Forma Condensed Combined Financial Statements” beginning on pages 133 and 138, respectively.
The pro forma financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the combined company. The pro forma financial data, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings (or associated costs or capital expenditures to achieve such savings), opportunities to earn additional revenue, the impact of restructuring, or other factors that may result as a consequence of the merger and, accordingly, does not attempt to predict or suggest future results.
The historical net book value per share is computed by dividing stockholders’ equity by the number of shares of IsoPlexis or Berkeley Lights common stock outstanding at the end of the period. The pro forma loss per share of the combined company is computed by dividing the pro forma loss by the pro forma weighted average number of shares outstanding. The pro forma net book value per share of the combined company is computed by dividing total pro forma stockholders’ equity by the pro forma number of common shares outstanding at September 30, 2022, the date upon which the pro forma balance sheet assumes the merger had been completed.
 
As of/For the
Nine Months ended
September 30,
2022
As of/For the
Year Ended
December 31,
2021
Berkeley Lights historical data:
 
 
Net loss per common share attributable to Berkeley Lights common stockholders (basic and diluted)
$(1.01)
$(1.08)
Net book value per share
$2.31
$3.08
IsoPlexis Historical data:
 
 
Net loss per common share attributable to IsoPlexis common stockholders (basic and diluted)
$(1.86)
$(8.99)
Net book value per share
$1.86
$3.64
Pro forma combined data:
 
 
Net loss per common share attributable to common shareholders (basic and diluted)
$(1.52)
$(1.97)
Net book value per share
$2.21
N/A
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COMPARISON OF BERKELEY LIGHTS AND ISOPLEXIS MARKET PRICES AND IMPLIED VALUE OF MERGER CONSIDERATION
Berkeley Lights common stock is traded on the Nasdaq Global Select Market under the Symbol “BLI.” IsoPlexis common stock is traded on the Nasdaq Stock Market LLC under the symbol “ISO.”
The following table presents trading information for Berkeley Lights common stock and IsoPlexis common stock on December 21, 2022, the last full trading day before the public announcement of the merger agreement and February 7, 2023, the most recent practicable trading day before the date of this joint proxy statement/prospectus. The table also shows the estimated equivalent per-share value of the per share consideration proposed for each share of IsoPlexis common stock as of the same two dates. This estimated equivalent per-share value was calculated by multiplying the closing price of a share of Berkeley Lights common stock on the relevant date by the exchange ratio of 0.6120 shares for each share of IsoPlexis common stock.
 
IsoPlexis Common Stock
Berkeley Lights Common Stock
Equivalent Per-Share Value
 
High
Low
Close
High
Low
Close
High
Low
Close
Date
 
 
 
 
 
 
 
 
 
December 21, 2022
$0.76
$0.69
$0.69
$2.47
$2.30
$2.39
$1.51
$1.41
$1.46
February 7, 2023
$1.40
$1.31
$1.34
$2.31
$2.20
$2.26
$1.41
$1.35
$1.38
The market prices of Berkeley Lights common stock and IsoPlexis common stock fluctuated prior to and have fluctuated after the date of the announcement of the merger agreement and may continue to fluctuate prior to the completion of the merger. No assurance can be given concerning the market prices of Berkeley Lights common stock or IsoPlexis common stock before completion of the merger or of the market price of the common stock of the combined company after completion of the merger. Because the exchange ratio is fixed and will not be adjusted for changes in the market prices of either Berkeley Lights common stock or IsoPlexis common stock, the market price of Berkeley Lights common stock (and, therefore, the value of the merger consideration) when received by IsoPlexis stockholders after the merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, these comparisons may not provide meaningful information to Berkeley Lights stockholders and IsoPlexis stockholders in determining how to vote with respect to the proposals described in this joint proxy statement/prospectus. Berkeley Lights stockholders and IsoPlexis stockholders are encouraged to obtain current market quotations for Berkeley Lights common stock and IsoPlexis common stock and to review carefully the other information contained in this joint proxy statement/prospectus, including in the annexes hereto, or incorporated by reference into this joint proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 170.
Dividends
Berkeley Lights has not paid any cash dividends on Berkeley Lights common stock to date and does not intend to pay cash dividends for the foreseeable future. The payment of cash dividends in the future will depend upon Berkeley Lights’ revenues and earnings, in each case, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of the Berkeley Lights board of directors at such time. Berkeley Lights’ ability to pay dividends will also be limited by restrictive covenants under Berkeley Lights’ loan and security agreement with East West Bank.
IsoPlexis has not paid any cash dividends on IsoPlexis common stock to date and does not intend to pay cash dividends for the foreseeable future. The payment of cash dividends in the future will depend upon IsoPlexis revenues and earnings, in each case, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of the IsoPlexis board of directors at such time. IsoPlexis’ ability to pay dividends will also be limited by restrictive covenants under IsoPlexis’ credit agreement with Perceptive.
The terms of the merger agreement restrict the ability of each of Berkeley Lights and IsoPlexis to declare, set aside or pay any dividend or make any other distribution between the date of signing of the merger agreement and the completion of the merger.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, and the documents that Berkeley Lights and IsoPlexis refer you to in this registration statement, as well as oral statements made or to be made by Berkeley Lights and IsoPlexis, include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the “safe harbor provisions.” Statements included in or incorporated by reference into the registration statement, of which this joint proxy statement/prospectus forms a part, that are not historical facts are forward-looking statements, including statements about the beliefs and expectations of the management of each of Berkeley Lights and IsoPlexis, their expectations relating to the merger and their future financial condition and performance. Words such as “believe,” “continue,” “could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements that are intended to be covered by the safe harbor provisions. Berkeley Lights and IsoPlexis caution investors that any forward-looking statements are subject to known and unknown risks and uncertainties, many of which are outside Berkeley Lights’ and IsoPlexis’ control, and which may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this joint proxy statement/prospectus. Although these forward-looking statements are based on assumptions that Berkeley Lights and IsoPlexis management, as applicable, believe to be reasonable, they can give no assurance that these expectations will prove to be correct. Investors are cautioned not to place undue reliance on these forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following:
the occurrence of any change, event, series of events or circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require Berkeley Lights to pay a termination fee to IsoPlexis or require IsoPlexis to pay a termination fee to Berkeley Lights;
uncertainties related to the timing of the receipt of required regulatory approvals for the merger, if any, and the possibility that Berkeley Lights and IsoPlexis may be required to accept conditions that could reduce or eliminate the anticipated benefits of the merger as a condition to obtaining regulatory approvals or that the required regulatory approvals might not be obtained at all;
the stock price for Berkeley Lights common stock and IsoPlexis common stock could change before the completion of the merger, including as a result of uncertainty as to the long-term value of the common stock of the combined company or as a result of broader stock market movements;
the possibility that the parties are unable to complete the merger due to the failure of Berkeley Lights stockholders to approve the share issuance or of IsoPlexis stockholders to adopt the merger agreement, or the failure to satisfy any of the other conditions to the completion of the merger, or unexpected delays in satisfying any conditions;
delays in closing, or the failure to close, the merger for any reason, which could negatively impact Berkeley Lights, IsoPlexis or the combined company;
risks that the pendency or completion of the merger and the other transactions contemplated by the merger agreement disrupt current plans and operations, which may adversely impact Berkeley Lights’ or IsoPlexis’ respective businesses;
difficulties or delays in integrating the businesses of Berkeley Lights and IsoPlexis following completion of the merger or fully realizing the anticipated synergies or other benefits expected from the merger;
certain restrictions during the pendency of the proposed merger that may impact the ability of Berkeley Lights or IsoPlexis to pursue certain business opportunities or strategic transactions;
the risk of legal proceedings that have been or may be instituted against Berkeley Lights, IsoPlexis, their directors and/or others relating to the merger;
risks related to the diversion of the attention and time of Berkeley Lights’ or IsoPlexis’ respective management teams from ongoing business concerns;
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the risk that the proposed merger or any announcement relating to the proposed merger could have an adverse effect on the ability of Berkeley Lights or IsoPlexis to retain and hire key personnel or maintain relationships with customers, suppliers, distributors, vendors, strategic partners or other third parties, including regulators and other governmental authorities or agencies, or on Berkeley Lights’ or IsoPlexis’ respective operating results and businesses generally;
the potentially significant amount of any costs, fees, expenses, impairments or charges related to the merger;
the potential dilution of Berkeley Lights stockholders’ and IsoPlexis stockholders’ ownership percentage of the combined company as compared to their ownership percentage of Berkeley Lights or IsoPlexis, as applicable, prior to the merger;
the business, economic, political and other conditions in the countries in which Berkeley Lights or IsoPlexis operate;
events beyond Berkeley Lights’ and IsoPlexis’ control, such as acts of terrorism or the continuation or worsening of the COVID-19 pandemic and changes in applicable law, including changes in Berkeley Lights’ or IsoPlexis’ estimates of their expected tax rate based on current tax law;
the potential dilution of the combined company’s earnings per share as a result of the merger;
Berkeley Lights’ and IsoPlexis’ directors and executive officers having interests in the merger that are different from, or in addition to, the interests of Berkeley Lights stockholders and IsoPlexis stockholders more generally; and
the possibility that the combined company’s results of operations, cash flows and financial position after the merger may differ materially from the unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus.
For further discussion of these and other risks, contingencies and uncertainties applicable to Berkeley Lights and IsoPlexis, their respective businesses and the proposed merger, see the section entitled “Risk Factors” beginning on page 32 and in Berkeley Lights’ other filings with the SEC that are incorporated by reference into this joint proxy statement/prospectus and in IsoPlexis' other filings with the SEC that are contained in this joint proxy statement/prospectus. See also the annexes included with this joint proxy statement/prospectus and the section entitled “Where You Can Find More Information” beginning on page 170 for more information about the SEC filings that are contained in or incorporated by reference into this joint proxy statement/prospectus.
All subsequent written or oral forward-looking statements attributable to Berkeley Lights or IsoPlexis or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Neither Berkeley Lights nor IsoPlexis is under any obligation to update, alter or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, and each expressly disclaims any obligation to do so, except as may be required by law.
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RISK FACTORS
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.
Risks Relating to the Merger
Because the exchange ratio is fixed and will not be adjusted in the event of any change in either Berkeley Lights’ or IsoPlexis’ stock price, the value of the consideration that IsoPlexis stockholders will receive in the merger is uncertain.
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.
The market price of Berkeley Lights common stock will continue to fluctuate after the merger.
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
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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 may not be completed and the merger agreement may be terminated in accordance with its terms.
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.
The termination of the merger agreement could negatively impact Berkeley Lights or IsoPlexis and the trading prices of Berkeley Lights common stock or IsoPlexis common stock.
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:
each company may experience negative reactions from the financial markets, including negative impacts on its stock price;
each company may experience negative reactions from its customers, suppliers, distributors and employees;
each company will be required to pay its respective costs relating to the merger, such as financial advisory, legal, financing and accounting costs and associated fees and expenses, whether or not the merger is completed;
the merger agreement places certain restrictions on the conduct of each company’s business prior to completion of the merger and such restrictions, the waiver of which is subject to the consent of the other company (not to be unreasonably withheld, conditioned or delayed), which may have prevented Berkeley Lights and IsoPlexis from making certain acquisitions or Berkeley Lights and IsoPlexis from taking certain other specified actions during the pendency of the merger that would have been beneficial (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 applicable to Berkeley Lights and IsoPlexis); and
matters relating to the merger (including integration planning) will require substantial commitments of time and resources by Berkeley Lights management and IsoPlexis management, which could otherwise have been devoted to day-to-day operations or to other opportunities that may have been beneficial to Berkeley Lights or IsoPlexis, as applicable, as an independent company.
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The market price for shares of common stock of Berkeley Lights may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of Berkeley Lights common stock or IsoPlexis common stock.
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.
The shares of common stock of the combined company to be received by IsoPlexis stockholders as a result of the merger will have rights that are different from the shares of 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.
After the merger, IsoPlexis stockholders will have a significantly lower ownership and voting interest in Berkeley Lights than they currently have in IsoPlexis and will exercise less influence over management and policies of the combined company.
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.
Until the completion of the merger or the termination of the merger agreement in accordance with its terms, Berkeley Lights and IsoPlexis are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Berkeley Lights or IsoPlexis and their respective stockholders.
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.
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Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the merger.
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.
Berkeley Lights and IsoPlexis may be required to obtain certain regulatory approvals and clearances to consummate the merger, which, if delayed, not granted or granted with burdensome or unacceptable conditions, could prevent, substantially delay or impair consummation of the merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the merger.
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.
Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the merger.
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.
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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, and uncertainty regarding the merger, may cause customers, suppliers, distributors or strategic partners to delay or defer decisions concerning Berkeley Lights or IsoPlexis and adversely affect each company’s ability to effectively manage its respective business.
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, which could have an adverse effect on their respective businesses and financial results.
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:
current and prospective employees of Berkeley Lights and IsoPlexis will experience uncertainty about their future roles with the combined company, which might adversely affect Berkeley Lights’ or IsoPlexis’ abilities to retain key managers and other employees; and
the attention of management of each of Berkeley Lights and IsoPlexis may be directed toward the completion of the merger.
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.
The directors and executive officers of Berkeley Lights and IsoPlexis have interests and arrangements that may be different from, or in addition to, those of Berkeley Lights stockholders and IsoPlexis stockholders.
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
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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.
Berkeley Lights or IsoPlexis may waive one or more of the closing conditions without re-soliciting stockholder approval.
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 provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with either Berkeley Lights or IsoPlexis.
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):
solicit or initiate or knowingly encourage, induce or facilitate any inquiry, proposal or offer that constitutes, or may reasonably be expected to lead to, an acquisition proposal;
furnish to any person any non-public information regarding Berkeley Lights or IsoPlexis, as applicable, or its respective subsidiaries, or afford to any person access to the business, properties, assets, books, records or other non-public information, or to any personnel, of Berkeley Lights or IsoPlexis, as applicable, or its respective subsidiaries, with the intent of encouraging, inducing, facilitating or assisting the making, submission or announcement of any inquiry, proposal or offer that constitutes, or may reasonably be expected to lead to, an acquisition proposal;
participate or engage in any discussions or negotiations with any person regarding, or furnish to any person any information with respect to, or cooperate in any way with any person (whether or not such person is making an acquisition proposal) with respect to, any inquiry, proposal or offer that constitutes, or may reasonably be expected to lead to, an acquisition proposal; or
resolve or agree to do any of the foregoing.
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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.
The merger will involve substantial costs.
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.
Berkeley Lights stockholders and IsoPlexis stockholders will not be entitled to appraisal rights in the merger.
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
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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.
Risks Relating to the Combined Company
Combining the businesses of Berkeley Lights and IsoPlexis may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the value of the combined company’s common stock.
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.
The failure to successfully integrate the businesses and operations of Berkeley Lights and IsoPlexis in the expected time frame may adversely affect the combined company’s future results.
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:
combining the companies’ operations and corporate functions;
combining the businesses of Berkeley Lights and IsoPlexis and meeting the capital requirements of the combined company, in a manner that permits the combined company to achieve any cost savings or other synergies anticipated to result from the merger, the failure of which would result in the anticipated benefits of the merger not being realized in the time frame currently anticipated or at all;
integrating personnel from the two companies;
integrating the companies’ technologies;
integrating and unifying the offerings and services available to customers;
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identifying and eliminating redundant and underperforming functions and assets;
harmonizing the companies’ operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;
maintaining existing agreements with customers, suppliers, distributors and vendors and avoiding delays in entering into new agreements with prospective customers, suppliers, distributors and vendors;
addressing possible differences in business backgrounds, corporate cultures and management philosophies;
consolidating the companies’ administrative and information technology infrastructure;
coordinating distribution and marketing efforts;
managing the movement of certain positions to different locations;
coordinating geographically dispersed organizations; and
effecting actions that may be required in connection with obtaining regulatory approvals.
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.
The combined company may not be able to retain customers, suppliers or distributors, or customers, suppliers or distributors may seek to modify contractual relationships with the combined company, which could have an adverse effect on the combined company’s business and operations. Third parties may terminate or alter existing contracts or relationships with Berkeley Lights or IsoPlexis.
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, which could have an adverse effect on the combined company’s business and operations.
The combined company may be exposed to increased litigation from stockholders, customers, suppliers, 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.
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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 Berkeley Lights and IsoPlexis unaudited prospective financial information included in this joint proxy statement/prospectus is inherently subject to uncertainties, the unaudited pro forma condensed combined financial information included in this document is preliminary and the combined company’s actual financial position and results of operations after the merger may differ materially from these estimates and the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus.
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 combined company may be unable to retain Berkeley Lights and IsoPlexis personnel successfully after the merger is completed.
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.
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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:
increasing its vulnerability to changing economic, regulatory and industry conditions;
limiting its ability to compete and its flexibility in planning for, or reacting to, changes in its business and the industry;
limiting its ability to borrow additional funds; and
increasing its interest expense and requiring it to dedicate a substantial portion of its cash flow from operations to payments on its debt, thereby reducing funds available for working capital, capital expenditures, acquisitions, share repurchases, dividends and other purposes.
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.
If any of the existing indebtedness of Berkeley Lights or IsoPlexis remains outstanding under the existing credit agreement of such company (as such credit agreement may be amended, restated, amended and restated or otherwise modified), covenants contained in such credit agreements may impose restrictions on the combined company (or either applicable company) and certain of its subsidiaries that may affect their ability to operate their businesses.
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 combined company is subject to risks arising from the ongoing COVID-19 pandemic.
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.
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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.
Other Risk Factors of Berkeley Lights
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.
Other Risk Factors of IsoPlexis
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.
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THE PARTIES TO THE MERGER
Berkeley Lights, Inc.
5858 Horton Street, Suite 320
Emeryville, CA 94608
(510) 858-2855
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 Corporation
35 NE Industrial Road
Branford, Connecticut 06405
(203) 208-4111
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.
Iceland Merger Sub Inc.
5858 Horton Street, Suite 320
Emeryville, CA 94608
(510) 858-2855
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.
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THE BERKELEY LIGHTS SPECIAL MEETING
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.
Date, Time and Place of the Berkeley Lights Special Meeting
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.
Matters to Be Considered at the Berkeley Lights Special Meeting
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:
Berkeley Lights Proposal 1: Approval of the Share Issuance. To consider and vote on the Berkeley Lights share issuance proposal; and
Berkeley Lights Proposal 2: Adjournment of the Berkeley Lights Special Meeting. To consider and vote on the Berkeley Lights adjournment proposal.
Recommendation of the Berkeley Lights Board of Directors
The Berkeley Lights board of directors unanimously recommends that Berkeley Lights stockholders vote:
Berkeley Lights Proposal 1: FOR” the Berkeley Lights share issuance proposal; and
Berkeley Lights Proposal 2:FOR” the Berkeley Lights adjournment proposal.
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.
Record Date for the Berkeley Lights Special Meeting and Voting Rights
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.
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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.
Quorum; Abstentions and Broker Non-Votes
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.
Required Votes
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.
Proposal
Required Vote
Effects of Certain Actions
Berkeley Lights Proposal 1:

Berkeley Lights Share Issuance Proposal
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.
 
 
 
Berkeley Lights Proposal 2:

Berkeley Lights Adjournment Proposal
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
If there is a quorum present, an abstention, a broker non-vote or other failure to vote will have no effect on the outcome of the Berkeley Lights adjournment
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Proposal
Required Vote
Effects of Certain Actions
 
votes cast (excluding abstentions and broker non-votes) at the Berkeley Lights special meeting on 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.
proposal.

If a quorum is not present, and if the person presiding over the meeting does not adjourn the Berkeley Lights special meeting, 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.
Vote of Berkeley Lights’ Directors and Executive Officers
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.
Methods of Voting
Registered Stockholders
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.
By Internet: By visiting the Internet address provided on the proxy card and following the instructions provided on your proxy card.
By Telephone: By calling the number located on the proxy card and following the recorded instructions.
By Mail: If you have received a paper copy of the proxy materials by mail, you may complete, sign, date and return by mail the enclosed proxy card in the envelope provided to you with your proxy materials.
In Person via the Berkeley Lights Special Meeting Website: All stockholders of record may vote in person at the Berkeley Lights special meeting by attending the meeting via the Berkeley Lights special meeting website. Stockholders who plan to attend the Berkeley Lights special meeting in person will need the 16-digit control number included on their proxy card in order to access the Berkeley Lights special meeting website and to attend and vote in person.
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
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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.
Beneficial (Street Name) Stockholders
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.
Revocability of Proxies
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:
by sending a signed written notice of revocation to Berkeley Lights’ Secretary, provided such statement is received no later than March 15, 2023;
by voting again by Internet or telephone as instructed on your proxy card before the closing of the voting facilities at 11:59 p.m., Eastern Time, on March 15, 2023;
by submitting a properly signed and dated proxy card with a later date than your original proxy that is received by Berkeley Lights no later than the close of business on March 15, 2023; or
by attending the Berkeley Lights special meeting via the Berkeley Lights special meeting website and requesting that your proxy be revoked or voting in person via the website as described above.
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 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:
Berkeley Lights, Inc.
5858 Horton Street, Suite 320
Emeryville, California 94608
(510) 858-2855
Attn: Secretary
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.
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Proxy Solicitation Costs
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.
Attending the Berkeley Lights Special Meeting
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.
Householding
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.
Tabulation of Votes
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
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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.
Adjournments
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.
Assistance
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:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders may call toll-free: (888) 750-5834
Banks and brokers may call collect: (212) 750-5833
Email: info@innisfreema.com
BERKELEY LIGHTS STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, BERKELEY LIGHTS STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED
AS ANNEX A HERETO.
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BERKELEY LIGHTS PROPOSAL 1: APPROVAL OF THE SHARE ISSUANCE
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.
IF YOU ARE A BERKELEY LIGHTS STOCKHOLDER, THE BERKELEY LIGHTS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE BERKELEY LIGHTS
SHARE ISSUANCE PROPOSAL (BERKELEY LIGHTS PROPOSAL 1)
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BERKELEY LIGHTS PROPOSAL 2: ADJOURNMENT OF THE BERKELEY LIGHTS SPECIAL MEETING
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.
IF YOU ARE A BERKELEY LIGHTS STOCKHOLDER, THE BERKELEY LIGHTS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE BERKELEY LIGHTS
ADJOURNMENT PROPOSAL (BERKELEY LIGHTS PROPOSAL 2)
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THE ISOPLEXIS SPECIAL MEETING
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.
Date, Time and Place of the IsoPlexis Special Meeting
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.
Matters to Be Considered at the IsoPlexis Special Meeting
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:
IsoPlexis Proposal 1: Adoption of the Merger Agreement. To consider and vote on the IsoPlexis merger proposal; and
IsoPlexis Proposal 2: Adjournment of the IsoPlexis Special Meeting. To consider and vote on the IsoPlexis adjournment proposal.
Recommendation of the IsoPlexis Board of Directors
The IsoPlexis board of directors unanimously recommends that IsoPlexis stockholders vote:
IsoPlexis Proposal 1: “FOR” the IsoPlexis merger proposal; and
IsoPlexis Proposal 2: “FOR” the IsoPlexis adjournment proposal.
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.
Record Date for the IsoPlexis Special Meeting and Voting Rights
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.
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Quorum; Abstentions and Broker Non-Votes
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.
Required Votes
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.
Proposal
Required Vote
Effects of Certain Actions
IsoPlexis Proposal 1:
IsoPlexis Merger Proposal
Approval requires the affirmative vote of a majority of the outstanding shares of IsoPlexis common stock entitled to vote on the IsoPlexis merger proposal.
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.
 
 
 
IsoPlexis Proposal 2:
IsoPlexis Adjournment Proposal
If a quorum is present, approval 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.
Shares of IsoPlexis common stock 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
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Proposal
Required Vote
Effects of Certain Actions
 
 
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, 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.
Vote of IsoPlexis’ Directors and Executive Officers
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.
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Methods of Voting
Registered Stockholders
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.
By Internet: By visiting the Internet address provided on the proxy card and following the instructions provided on your proxy card.
By Telephone: By calling the number located on the proxy card and following the recorded instructions.
By Mail: If you have received a paper copy of the proxy materials by mail, you may complete, sign, date and return by mail the enclosed proxy card in the envelope provided to you with your proxy materials.
In Person via the IsoPlexis Special Meeting Website: All stockholders of record may vote in person at the IsoPlexis special meeting by attending the meeting via the IsoPlexis special meeting website. Stockholders who plan to attend the IsoPlexis special meeting in person will need the 16-digit control number included on their proxy card in order to access the IsoPlexis special meeting website and to attend and vote in person.
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.
Beneficial (Street Name) Stockholders
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.
Revocability of Proxies
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:
by sending a signed written notice of revocation to IsoPlexis’ Secretary, provided such statement is received no later than March 15, 2023;
by voting again by Internet or telephone as instructed on your proxy card before the closing of the voting facilities;
by submitting a properly signed and dated proxy card with a later date than your original proxy that is received by IsoPlexis no later than the close of business on March 15, 2023; or
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by attending the IsoPlexis special meeting via the IsoPlexis special meeting website and requesting that your proxy be revoked or voting in person via the website as described above.
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:
IsoPlexis Corporation.
35 NE Industrial Road
Branford, Connecticut 06405
(203) 208-4111
Attn: Secretary
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.
Proxy Solicitation Costs
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.
Attending the IsoPlexis Special Meeting
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
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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.
Householding
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.
Tabulation of Votes
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.
Adjournments
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.
Assistance
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:
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor
New York, New York 10036
Call Toll-Free: (855) 208-8902
Banks and Brokers Call: (212) 297-0720
Email: info@okapipartners.com
ISOPLEXIS STOCKHOLDERS SHOULD CAREFULLY READ THIS JOINT PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, ISOPLEXIS STOCKHOLDERS ARE
DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.
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ISOPLEXIS PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT
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.
IF YOU ARE AN ISOPLEXIS STOCKHOLDER, THE ISOPLEXIS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ISOPLEXIS MERGER PROPOSAL
(ISOPLEXIS PROPOSAL 1)
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ISOPLEXIS PROPOSAL 2: ADJOURNMENT OF THE ISOPLEXIS SPECIAL MEETING
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.
IF YOU ARE AN ISOPLEXIS STOCKHOLDER, THE ISOPLEXIS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ISOPLEXIS ADJOURNMENT PROPOSAL (ISOPLEXIS
PROPOSAL 2)
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THE MERGER
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.
General
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”.
Merger Consideration
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.”
Background of the Merger
The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not catalogue every conversation of or among members of the IsoPlexis board of directors or Berkeley Lights board of directors, members of IsoPlexis management or Berkeley Lights management, IsoPlexis’ or Berkeley Lights’ financial or legal advisors or any other person.
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.
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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.
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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.
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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.
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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
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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.
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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.
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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.
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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;
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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
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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.
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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.
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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.
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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
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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
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