PhenomeX : Acquisition/Asset Disposal - Form 8-K

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-Kis incorporated by reference into this Item 2.01.

Pursuant to the Merger Agreement, on August 31, 2023, Merger Sub commenced a tender offer (the "Offer") to purchase all of the outstanding shares of common stock, par value $0.00005 per share, of the Company (the "Shares"), for $1.00 per Share, net to the seller in cash (the "Offer Price"), without interest, on the terms and subject to the conditions set forth in the Offer to Purchase, dated August 31, 2023 (as amended or supplemented), and the related Letter of Transmittal.

The Offer expired at one minute past 11:59 PM, New York City time, on September 28, 2023 (the "Expiration Time") as scheduled and was not extended. Equiniti Trust Company, LLC, the depositary and paying agent in the Offer (the "Depositary and Paying Agent"), advised Merger Sub that, as of the Expiration Time, a total of 81,254,441 Shares had been validly tendered and not withdrawn pursuant to the Offer, representing approximately 81.5% of the outstanding Shares. As a result, on September 29, 2023, Merger Sub accepted for payment all such Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Time, and payment for such Shares was made on September 29, 2023 to the Depositary and Paying Agent, which will act as agent for tendering stockholders for the purpose of receiving payments for tendered Shares and transmitting such payments to tendering stockholders whose Shares have been accepted for payment, in accordance with the terms of the Offer.

At the Effective Time, and as a result of the Merger:

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the Shares then outstanding (other than (1) Shares owned by the Company as treasury stock, (2) Shares owned by Parent or Merger Sub or by any direct or indirect wholly owned subsidiary of the Company or of Parent (other than Merger Sub), (3) Shares irrevocably accepted for payment by Merger Sub in the Offer, (4) Shares held by stockholders of the Company who have properly exercised and perfected their statutory rights of appraisal under Delaware law and (5) shares of Company restricted stock (each, a "Restricted Share")) were converted into the right to receive the Offer Price, without interest (the "Merger Consideration").

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each Company stock option (each, a "Company Option") outstanding immediately prior to the Effective Time, whether vested or unvested, was deemed to be fully vested and cancelled, with the holder thereof becoming entitled to receive a lump-sumcash payment, without interest, equal to (1) the number of Shares for which such Company Option had not then been exercised as of immediately prior to the Effective Time multiplied by (2) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Option; provided that any Company Option with a per share exercise price that was equal to or greater than the Merger Consideration was, as of immediately prior to the Effective Time, canceled for no consideration and have no further force or effect.

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each Restricted Share outstanding immediately prior to the Effective Time was, as of immediately prior to the Effective Time, deemed to be fully vested and canceled, with the holder thereof becoming entitled to receive a lump-sumcash payment, without interest, equal to the Merger Consideration.

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each restricted stock unit of the Company (each, a "Company RSU") outstanding immediately prior to the Effective Time, whether vested or unvested, was, as of immediately prior to the Effective Time, deemed to be fully vested and canceled, with the holder thereof becoming entitled a lump-sumcash payment, without interest, equal to (1) the number of Shares subject to such award of Company RSUs as of immediately prior to the Effective Time multiplied by (2) the Merger Consideration.

The foregoing description of the Merger Agreement and the transactions contemplated thereby, including the Merger, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company's Current Report on Form 8-Kfiled with the SEC on August 17, 2023, the terms of which are incorporated by reference into this Item 2.01.