Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, on December 21, 2022, IsoPlexis Corporation, a Delaware
corporation ("IsoPlexis"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with 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"), 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. On March 16, 2023,
IsoPlexis held a virtual special meeting of its stockholders (the "Special
Meeting") to vote on the proposals identified in the definitive proxy statement
of IsoPlexis prepared in connection with the Merger, which also constitutes a
prospectus of Berkeley Lights, filed with the Securities and Exchange Commission
on February 13, 2023 (as supplemented on February 16, 2023, March 2, 2023 and
March 9, 2023), which was first mailed to IsoPlexis' stockholders on February
14, 2023.
As of the close of business on February 14, 2023, the record date for the
Special Meeting, there were 40,245,980 shares of common stock, par value $0.001
per share, of IsoPlexis ("IsoPlexis Common Stock") outstanding and entitled to
vote at the Special Meeting. 35,301,169 shares of IsoPlexis Common Stock,
representing approximately 87.71% of all of the issued and outstanding shares of
IsoPlexis Common Stock entitled to vote, were represented at the Special
Meeting.
The table below details the final voting results for the proposal to adopt the
Merger Agreement (the "Merger Proposal"). IsoPlexis' stockholders approved the
Merger Proposal as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes
35,258,614 40,465 2,090 0
In connection with the Special Meeting, IsoPlexis also solicited proxies with
respect to a proposal to adjourn the Special Meeting, if necessary or
appropriate, to solicit additional proxies if there were insufficient votes at
the time of the Special Meeting to approve the Merger Proposal or to ensure that
any supplement or amendment to the joint proxy statement/prospectus was timely
provided to IsoPlexis stockholders (the "Adjournment Proposal"). As there were
sufficient votes at the time of the Special Meeting to approve the Merger
Proposal and no additional time was required to timely provide any supplement or
amendment to the joint proxy statement/prospectus to IsoPlexis stockholders, the
Adjournment Proposal was unnecessary and such proposal was not submitted to the
stockholders for approval at the Special Meeting.
--------------------------------------------------------------------------------
Forward-Looking Statements
Certain statements in this communication regarding the proposed transaction
between Berkeley Lights and IsoPlexis, the expected timetable for completing the
transaction and any other statements regarding Berkeley Lights' and IsoPlexis'
future expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical facts are
"forward-looking" statements made within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are often, but not always, made
through the use of words or phrases such as "may", "believe," "anticipate,"
"would," "could", "should," "intend," "seek," "plan," "will," "expect(s),"
"estimate(s)," "predict(s)," "project(s)," "target(s)," "forecast(s)",
"continue(s)," "contemplate(s)," "positioned," "potential," "strategy,"
"outlook," "forward," "continuing," "ongoing" and similar expressions. All such
forward-looking statements involve estimates and assumptions that are subject to
risks, uncertainties and other factors that could cause actual results to differ
materially from the results expressed in the statements. Among the key factors
that could cause actual results to differ materially from those projected in the
forward-looking statements are the following: the risk that the proposed
transaction may not be completed in a timely manner or at all? the possibility
that any or all of the various conditions to the consummation of the proposed
transaction may not be satisfied or waived, including the failure to receive any
required regulatory approvals from any applicable governmental entities (or any
conditions, limitations or restrictions placed on such approvals)? the
occurrence of any event, change or other circumstance that could give rise to
the termination of the definitive transaction agreement relating to the proposed
transaction, including in circumstances which would require Berkeley Lights or
IsoPlexis to pay a termination fee? the effect of the announcement, pendency or
completion of the proposed transaction on each of Berkeley Lights' and
IsoPlexis' ability to attract, motivate or retain key employees, its ability to
maintain relationships with its customers, suppliers, distributors and others
with whom it does business, or its operating results and business generally?
risks related to the proposed transaction diverting management's attention from
each of Berkeley Lights' and IsoPlexis' ongoing business operations? the risk of
stockholder litigation in connection with the proposed transaction, including
resulting expense or delay? the possibility that the parties may be unable to
achieve expected synergies and operating efficiencies in connection with the
proposed transaction within the expected timeframes or at all and to
successfully integrate IsoPlexis' operations into those of Berkeley Lights? the
integration of IsoPlexis' operations into those of Berkeley Lights being more
difficult, time-consuming or costly than expected? effects relating to the
announcement of the proposed transaction or any further announcements or the
consummation of the proposed transaction on the market price of the common stock
of each of Berkeley Lights and IsoPlexis? the possibility that each of Berkeley
Lights' and IsoPlexis' expectations as to expenses, cash usage and cash needs
may prove not to be correct for reasons such as changes in plans or actual
events being different than its assumptions? the impacts of changes in general
economic and business conditions, including changes in the financial markets?
the implementation of each of Berkeley Lights' and IsoPlexis' business model and
strategic plans for its products and technologies, and challenges inherent in
developing, manufacturing, launching, marketing and selling existing and new
products? uncertainties in contractual relationships, including interruptions or
delays in the supply of components or materials for, or manufacturing of,
products for each of Berkeley Lights and IsoPlexis? the ability of each of
Berkeley Lights and IsoPlexis to establish and maintain intellectual property
protection for products or avoid or defend claims of infringement? risks
relating to competition within the industry in which each of Berkeley Lights and
IsoPlexis operate? the impacts of potential product performance and quality
issues? changes to and the impact of the laws, rules and regulations that
regulate each of Berkeley Lights' and IsoPlexis' operations? and any other risks
discussed in each of Berkeley Lights' and IsoPlexis' filings with the SEC,
including Berkeley Lights' and IsoPlexis' Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8K. 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.
Additional Information and Where to Find It
In connection with the proposed transaction between Berkeley Lights and
IsoPlexis, Berkeley Lights and IsoPlexis have filed relevant materials with the
SEC, including a Berkeley Lights registration statement on Form S4 that
includes 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 can also be
obtained free of charge from Berkeley Lights' 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