Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement



On December 21, 2022, IsoPlexis Corporation, a Delaware corporation
("IsoPlexis"), Berkeley Lights, Inc., a Delaware corporation ("Berkeley
Lights"), and Iceland Merger Sub Inc., a Delaware corporation and a wholly owned
subsidiary of Berkeley Lights ("Merger Sub"), entered into an Agreement and Plan
of Merger (the "Merger Agreement"), pursuant to which, upon the terms and
subject to the conditions set forth in the Merger Agreement and in accordance
with the Delaware General Corporation Law, Merger Sub will be merged with and
into IsoPlexis (the "Merger"), with IsoPlexis surviving the Merger as a wholly
owned subsidiary of Berkeley Lights. The Merger Agreement was unanimously
approved by the board of directors of IsoPlexis (the "IsoPlexis Board") and the
board of directors of Berkeley Lights (the "Berkeley Lights Board").

Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share of common stock, par value $0.001, of IsoPlexis
("IsoPlexis Common Stock") issued and outstanding immediately prior to the
Effective Time (other than shares of IsoPlexis Common Stock owned (i) by
IsoPlexis as treasury stock, (ii) by Berkeley Lights or Merger Sub (unless owned
by Berkeley Lights or Merger Sub in a fiduciary, representative or other
capacity on behalf of other persons) or (iii) by any wholly owned subsidiary of
IsoPlexis or Berkeley Lights (other than Merger Sub and unless held in a
fiduciary, representative or other capacity on behalf of other persons)) will be
converted into the right to receive 0.6120 fully paid and nonassessable shares
(the "Exchange Ratio") of common stock, par value $0.00005, of Berkeley Lights
("Berkeley Lights Common Stock") (the "Merger Consideration"), together with
cash in lieu of fractional shares of Berkeley Lights Common Stock, if any, and
any unpaid dividends or other distributions. It is expected that the Merger will
qualify as a tax-free reorganization for U.S. federal income tax purposes.

At the Effective Time, (i) outstanding IsoPlexis stock options (whether vested
or unvested) held by continuing employees will (a) if the per-share exercise
price is equal to or greater than the average closing trading price for a share
of IsoPlexis Common Stock rounded to the nearest one-tenth of a cent, as
reported on The Nasdaq Global Select Market for the five most recent trading
days ending on and including the third business day prior to the Effective Time
(the "Company Trading Price"), be canceled for no consideration and (b) if the
per-share exercise price is less than the Company Trading Price, convert into
Berkeley Lights stock options of approximately equivalent value and generally on
the same terms and conditions applicable immediately prior to the Effective
Time, (ii) outstanding IsoPlexis stock options held by IsoPlexis service
providers (other than continuing employees) that are (a) vested and unexercised
or (b) would vest solely as a result of the consummation of the Merger will, in
each case, be exercisable prior to the Effective Time and, to the extent
unexercised at the Effective Time, will be canceled for no consideration, and
(iii) outstanding IsoPlexis restricted shares will convert into restricted
shares of Berkeley Lights Common Stock generally on the same terms and
conditions applicable immediately prior to the Effective Time. In addition, 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 Warrant Certificate, dated March 30, 2022, between IsoPlexis and Perceptive.

The consummation of the Merger is subject to customary closing conditions,
including, among others, (i) the adoption of the Merger Agreement by IsoPlexis'
stockholders and the approval by Berkeley Lights' stockholders of the issuance
of Berkeley Lights Common Stock to IsoPlexis stockholders in connection with the
Merger (the "Share Issuance"), (ii) termination or expiration of any waiting
period applicable to the Merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, (iii) effectiveness of the Berkeley
Lights' registration statement on Form S-4 to be filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Merger Agreement, (iv) approval
of the listing on The Nasdaq Global Select Market of the shares of Berkeley
Lights Common Stock issuable as Merger Consideration, subject to official notice
of issuance and (v) the absence of a judgment or law that prevents, makes
illegal, enjoins or prohibits the consummation of the Merger. The obligation of
each party to consummate the Merger is also conditioned upon the other party's
representations and warranties being true and correct, subject to the
materiality standards set forth in the Merger Agreement, and the other party
having performed in all material respects its obligations under the Merger
Agreement, in each case as set forth in the Merger Agreement. The obligation of
IsoPlexis to consummate the Merger is further conditioned upon the receipt of a
tax opinion of legal counsel to IsoPlexis.


--------------------------------------------------------------------------------

The Merger Agreement contains customary representations, warranties and
covenants of Berkeley Lights and IsoPlexis. Pursuant to the Merger Agreement,
each of Berkeley Lights and IsoPlexis is required, among other things,
(i) subject to certain exceptions, to use commercially reasonable efforts to
conduct its business in the ordinary course consistent with past practice in all
material respects during the interim period between the execution of the Merger
Agreement and the consummation of the Merger, (ii) not to solicit alternative
transactions and (iii) subject to certain exceptions, not to participate in
discussions or negotiations regarding alternative transactions. In addition, the
Merger Agreement contains covenants that require each of Berkeley Lights and
IsoPlexis to call and hold special stockholder meetings and, subject to certain
exceptions, require the IsoPlexis Board to recommend to IsoPlexis' stockholders
the adoption of the Merger Agreement and require the Berkeley Lights Board to
recommend to Berkeley Lights' stockholders the approval of the Share Issuance.

Prior to the adoption of the Merger Agreement by IsoPlexis' stockholders, the
IsoPlexis Board may, among other things, change its recommendation that
IsoPlexis' stockholders adopt the Merger Agreement. Prior to the approval of the
share issuance by Berkeley Lights' stockholders, the Berkeley Lights Board may,
among other things, change its recommendation that Berkeley Lights' stockholders
approve the Share Issuance. Neither the IsoPlexis Board nor the Berkeley Lights
Board, as applicable, may terminate the Merger Agreement to enter into a
definitive acquisition agreement providing for a superior alternative
transaction. Notwithstanding a change in the recommendation by the IsoPlexis
Board or the Berkeley Lights Board, as applicable, each party is still required
to convene the meeting of its stockholders to vote on the adoption of the Merger
Agreement or the approval of the Share Issuance, as applicable.

The Merger Agreement provides for certain termination rights of both Berkeley
Lights and IsoPlexis, including, among others, in the event that (i) the Merger
is not consummated on or before June 21, 2023 (the "End Date"), which date may
be extended, under certain circumstances, for up to two three-month periods up
to December 21, 2023; (ii) the approval of the stockholders of IsoPlexis or the
stockholders of Berkeley Lights is not obtained; or (iii) (a) by Berkeley Lights
if the IsoPlexis Board changes its recommendation that IsoPlexis stockholders
adopt the Merger Agreement and (b) by IsoPlexis if the Berkeley Lights Board
changes its recommendation that Berkeley Lights stockholders approve the Share
Issuance. The Merger Agreement further provides that, on termination of the
Merger Agreement under specified circumstances, Berkeley Lights may be required
to pay to IsoPlexis a termination fee of $2.3 million or IsoPlexis may be
required to pay to Berkeley Lights a termination fee of $2.3 million, as
applicable.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.



The Merger Agreement and the above description of the Merger Agreement have been
included to provide investors with information regarding the terms of the Merger
Agreement. It is not intended to provide any other factual information about
Berkeley Lights, IsoPlexis or their respective subsidiaries or affiliates. The
representations, warranties and covenants contained in the Merger Agreement were
made only for purposes of the Merger Agreement and as of specific dates, were
solely for the benefit of the parties to the Merger Agreement, may be subject to
limitations agreed upon by the parties in connection with negotiating the terms
of the Merger Agreement, including being qualified by confidential disclosures
made by each party to the other for the purposes of allocating contractual risk
between the parties rather than establishing matters as facts, and may be
subject to a contractual standard of materiality that differs from those
generally applicable to investors. Information concerning the subject matter of
the representations, warranties and covenants may change after the date of the
. . .


Item 8.01 Other Events.

On December 21, 2022, IsoPlexis and Berkeley Lights issued a joint press release
announcing the entry into the Merger Agreement. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Investor Presentation



On December 21, 2022, IsoPlexis and Berkeley Lights released a joint investor
presentation. A copy of the joint investor presentation is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.

Letter to Employees

On December 21, 2022, IsoPlexis sent a letter to its employees regarding the Merger. A copy of the letter is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d)      Exhibits.

Exhibit No.                Description
2.1                          Agreement and Plan of Merger, dated as of December 21, 2022, among
                           IsoPlexis Corporation, Berkeley Lights, Inc. and Iceland Merger Sub Inc.*
10.1                         Voting Agreement, dated as of December 21,

2022, among Berkeley Lights,


                           Inc., Iceland Merger Sub Inc., IsoPlexis

Corporation and the stockholders


                           party thereto
10.2                         Voting Agreement, dated as of December 21, 2022, among IsoPlexis
                           Corporation, Berkeley Lights, Inc., Iceland Merger Sub Inc. and the
                           stockholders party thereto
99.1                         Joint Press Release, dated December 21, 2022
99.2                         Joint Investor Presentation
99.3                         Letter to Employees
104                        Cover Page Interactive Data File (embedded

within the Inline XBRL document)




* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant agrees to furnish supplementally to the SEC a copy of any omitted
schedule upon request by the SEC.

Forward-Looking Statements



Certain statements in this communication regarding the proposed transaction
between Berkeley Lights and IsoPlexis, the expected timetable for completing the
transaction, benefits and synergies of the transaction, future opportunities for
the combined company and products and any other statements regarding Berkeley
Lights's and IsoPlexis' future expectations, beliefs, plans, objectives,
financial conditions, assumptions or future events or performance that are not
historical facts are "forward-looking" statements made within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are often,
but not always, made through the use of words or phrases such as "may",
"believe," "anticipate," "would," "could", "should," "intend," "seek," "plan,"
"will," "expect(s)," "estimate(s)," "predict(s)," "project(s)," "target(s),"
"forecast(s)", "continue(s)," "contemplate(s)," "positioned," "potential,"
"strategy," "outlook," "forward," "continuing," "ongoing" and similar
expressions. All such forward-looking statements involve estimates and
assumptions that are subject to risks, uncertainties and other factors that
could cause actual results to differ materially from the results expressed in
the statements. Among the key factors that could cause actual results to differ
materially from those projected in the forward-looking statements are the
following: the risk that the proposed transaction may not be completed in a
timely manner or at all; the failure to receive, on a timely basis or otherwise,
the required approvals of the proposed transaction by both Berkeley Lights's
stockholders and IsoPlexis' stockholders; the possibility that any or all of the
various conditions to the consummation of the proposed transaction may not be
satisfied or waived, including the failure to receive any required regulatory
approvals from any applicable governmental entities (or any conditions,
limitations or restrictions placed on such approvals); the occurrence of any
event, change or other circumstance that could give rise


--------------------------------------------------------------------------------

to the termination of the definitive transaction agreement relating to the
proposed transaction, including in circumstances which would require Berkeley
Lights or IsoPlexis to pay a termination fee; the effect of the announcement,
pendency or completion of the proposed transaction on each of Berkeley Lights's
and IsoPlexis' ability to attract, motivate or retain key employees, its ability
to maintain relationships with its customers, suppliers, distributors and others
with whom it does business, or its operating results and business generally;
risks related to the proposed transaction diverting management's attention from
each of Berkeley Lights's and IsoPlexis' ongoing business operations; the risk
of stockholder litigation in connection with the proposed transaction, including
resulting expense or delay; the possibility that the parties may be unable to
achieve expected synergies and operating efficiencies in connection with the
proposed transaction within the expected timeframes or at all and to
successfully integrate IsoPlexis' operations into those of Berkeley Lights; the
integration of IsoPlexis' operations into those of Berkeley Lights being more
difficult, time-consuming or costly than expected; effects relating to the
announcement of the proposed transaction or any further announcements or the
consummation of the proposed transaction on the market price of the common stock
of each of Berkeley Lights and IsoPlexis; the possibility that each of Berkeley
Lights's and IsoPlexis' expectations as to expenses, cash usage and cash needs
may prove not to be correct for reasons such as changes in plans or actual
events being different than its assumptions; the impacts of changes in general
economic and business conditions, including changes in the financial markets;
the implementation of each of Berkeley Lights's and IsoPlexis' business model
and strategic plans for its products and technologies, and challenges inherent
in developing, manufacturing, launching, marketing and selling existing and new
products; uncertainties in contractual relationships, including interruptions or
delays in the supply of components or materials for, or manufacturing of,
products for each of Berkeley Lights and IsoPlexis; the ability of each of
Berkeley Lights and IsoPlexis to establish and maintain intellectual property
protection for products or avoid or defend claims of infringement; risks
relating to competition within the industry in which each of Berkeley Lights and
IsoPlexis operate; the impacts of potential product performance and quality
issues; changes to and the impact of the laws, rules and regulations that
regulate each of Berkeley Lights's and IsoPlexis' operations; and any other
risks discussed in each of Berkeley Lights's and IsoPlexis' filings with the
SEC, including Berkeley Lights's and IsoPlexis' Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Berkeley Lights
and IsoPlexis assume no obligation to update or revise publicly the information
in this communication, whether as a result of new information, future events or
otherwise, except as otherwise required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak only as of
the date hereof.

Participants in the Solicitation



Berkeley Lights, IsoPlexis and their respective directors, executive officers
and other members of management and employees may be deemed to be participants
in the solicitation of proxies in connection with the proposed transaction
between Berkeley Lights and IsoPlexis under the rules of the SEC. Information
regarding Berkeley Lights's directors and executive officers is set forth in
Berkeley Lights's Proxy Statement on Schedule 14A for its 2022 Annual Meeting of
Stockholders, which was filed with the SEC on April 15, 2022, and in certain of
Berkeley Lights's Current Reports on Form 8-K. To the extent holdings of
Berkeley Lights's securities by Berkeley Lights's directors and executive
officers have changed since the amounts set forth in such proxy statement, such
changes have been or will be reflected on subsequent statements of beneficial
ownership filed with the SEC. Information regarding IsoPlexis' directors and
executive officers is set forth in IsoPlexis' revised Proxy Statement on
Schedule 14A for its 2022 Annual Meeting of Stockholders, which was filed with
the SEC on April 29, 2022, and in certain of IsoPlexis' Current Reports on Form
8-K. To the extent holdings of IsoPlexis' securities by IsoPlexis' directors and
executive officers have changed since the amounts set forth in such proxy
statement, such changes have been or will be reflected on subsequent statements
of beneficial ownership filed with the SEC. These documents can be obtained free
of charge from the sources indicated below. Additional information regarding the
interests of these participants will be set forth in the joint proxy
statement/prospectus relating to the proposed transaction when it becomes
available.

Additional Information and Where to Find It



In connection with the proposed transaction between Berkeley Lights and
IsoPlexis, Berkeley Lights and IsoPlexis intend to file relevant materials with
the SEC, including a Berkeley Lights registration statement on Form S-4 that
will include a joint proxy statement of Berkeley Lights and IsoPlexis that also
constitutes a prospectus of Berkeley Lights. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE JOINT PROXY


--------------------------------------------------------------------------------

STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
BERKELEY LIGHTS, ISOPLEXIS AND THE PROPOSED TRANSACTION. The joint proxy
statement/prospectus and other documents relating to the proposed transaction
(when they are available) can be obtained free of charge from the SEC's website
at www.sec.gov. These documents (when they are available) can also be obtained
free of charge from Berkeley Lights's investor relations website at
www.investors.berkeleylights.com or from IsoPlexis' investor relations website
at www.investors.isoplexis.com.

No Offer or Solicitation



This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, nor shall
there be any offer, solicitation or sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses