ISOPLEXIS CORP : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On February 13, 2023, IsoPlexis Corporation (the "Company" or "IsoPlexis") entered into a Limited Waiver (the "Waiver"), by and among the Company, the Lenders party thereto (the "Lenders") and Perceptive Credit Holdings III, LP, as a lender and as administrative agent for the Lenders (the "Administrative Agent").

The Company, the Lenders and the Administrative Agent are parties to a Credit Agreement and Guaranty, dated as of December 30, 2020 (as amended by the (i) First Amendment to Credit Agreement and Guaranty, dated as of May 27, 2021, (ii) Second Amendment to Credit Agreement and Guaranty, dated as of October 29, 2021, (iii) Third Amendment to Credit Agreement and Guaranty, dated as of March 30, 2022 and (iv) Fourth Amendment to Credit Agreement and Guaranty, dated as of December 28, 2022, the "Credit Agreement").

Pursuant to the Credit Agreement, the Company is required to attain a minimum total revenue for the twelve (12) month period most recently ending at the end of each fiscal quarter in the amounts set forth in Section 8.15(b) of the Credit Agreement. The Company has advised the Administrative Agent that it will fail to attain the minimum total revenue required as of December 31, 2022 (the "Specified Event of Default"). Pursuant to the Waiver, the requisite Lenders have agreed to grant a waiver of the Specified Event of Default.

The description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                    Description

  10.1     Limited Waiver, dated February 13, 2023, by and among IsoPlexis
           Corporation, the Lenders party thereto and Perceptive Credit Holdings
           III, LP, as a lender and administrative agent

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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