Item 7.01. Regulation FD Disclosure.
As previously disclosed, Berkeley Lights, Inc. (the "Company") and Ginkgo
Bioworks, Inc. ("Ginkgo") are parties to a Collaboration Agreement dated as of
September 13, 2019, as amended by the First Amendment to Collaboration Agreement
and Purchase Order dated as of November 10, 2020 (collectively, the
Ginkgo and the Company have engaged in confidential discussions regarding
potential changes to the Collaboration Agreement. However, the parties have been
unable to resolve their differences regarding such changes. On August 31, 2022,
the Company determined that it would be unable to reach agreement with Ginkgo
partly due to the limited margin benefit of the existing Collaboration Agreement
to Berkeley Lights and the Company's stated preference for prioritizing higher
value projects that support the Company's margin and profitability goals.
The Company remains committed to the contractually required process to wind down
the collaboration and will take the necessary action to enforce the terms of the
agreement to protect its interests and those of its stockholders.
The Company reaffirms the full-year 2022 revenue guidance provided on August 9,
2022. The Company continues to expect 2022 revenue to be approximately in line
with full-year 2021 revenue as the Company works to realign the business around
its new strategic objectives.
The foregoing description of the Collaboration Agreement is only a summary and
is qualified in its entirety by the full text of the Collaboration Agreement,
which is filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2021.
Forward Looking Statements
This current report contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, as amended.
Forward-looking statements include statements regarding the Company's intentions
and expectations related to the Collaboration Agreement and enforcing the terms
thereof and the Company's financial outlook for 2022. Such forward-looking
statements are based on the Company's beliefs and assumptions and on information
currently available to it on the date of this report. Forward-looking statements
may involve known and unknown risks, uncertainties and other factors, including
the uncertainties of legal processes surrounding the contractually required
process to wind down of the Collaboration Agreement, the impact, if any, that a
wind down of the Collaboration Agreement may have on the Company's reputation,
and the impact that the dispute may have on the Company's customers, agreements
or partnerships, that may cause the Company's actual results, performance or
achievements to be materially different from those expressed or implied by the
forward-looking statements. These and other risks are described in the Company's
filings with the Securities and Exchange Commission ("SEC"), including the
Company's Annual Report on Form 10-K for the year ended December 31, 2021, the
Company's Quarterly Report on Form 10-Q for the three months ended March 31,
2022 and the Company's Quarterly Report on Form 10-Q for the three months ended
June 30, 2022. Except to the extent required by law, the Company undertakes no
obligation to update such statements to reflect events that occur or
circumstances that exist after the date on which they were made.
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