Berkeley Lights, Inc. (NasdaqGS:BLI) entered into a preliminary non-binding letter of interest to acquire IsoPlexis Corporation (NasdaqGS:ISO) from a group of shareholders on April 21, 2022. Berkeley Lights, Inc. announced a definitive agreement to acquire IsoPlexis Corporation from a group of shareholders for $56.3 million on December 21, 2022. Under the terms of the agreement, IsoPlexis shareholders will receive 0.612 shares of Berkeley Lights stock for each IsoPlexis share. Following the close of the transaction, Berkeley Lights shareholders will own approximately 75.2% of the combined company, and IsoPlexis shareholders will own approximately 24.8% of the combined company. Pursuant to the Merger Agreement and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into IsoPlexis, with IsoPlexis continuing as the surviving corporation and a wholly-owned subsidiary of Berkeley Lights (the “Merger”). The combined company, which will be named PhenomeX (Nasdaq: CELL) post deal completion. Siddhartha Kadia will serve as Chief Executive Officer and a member of the combined company's Board of Directors; and Sean Mackay is expected to be appointed Chief Product Officer of the combined company. 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. The deal is subject to approval by shareholders of both Berkeley Lights and IsoPlexis, termination or expiration of any waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, effectiveness of the Berkeley Lights' registration statement on Form S-4 to be filed with the Securities and Exchange Commission, approval of the listing on The Nasdaq Global Select Market of the shares of Berkeley Lights Common Stock issuable as Merger Consideration and other customary closing conditions. The transaction was unanimously approved by the Boards of Directors of both companies. The shareholders meeting of Berkeley Lights is scheduled on March 16, 2023. As of March 16, 2023, IsoPlexis' stockholders approved the merger proposal. As of March 16, 2023, Berkeley stockholders approved the merger proposal. As of March 21, 2023, the registration statements are hereby amended to reflect the deregistration of such securities, and IsoPlexis hereby terminates the effectiveness of the Registration Statements. The transaction is expected to close in the first quarter of 2023.

Cowen is acting as financial advisor and fairness opinion provider to Berkeley Lights, and Damien R. Zoubek, Allison Liff, Brandon Gantus, Vinita Kailasanath, Christine Lyon, Brock Dahl, Joe Soltis, Meghan Rissmiller, Meytal McCoy and Oliver J. Board of Freshfields Bruckhaus Deringer LLP is serving as legal counsel. For IsoPlexis, Evercore is serving as financial advisor and fairness opinion provider, and Richard Hall, William V. Fogg, Matthew G. Jones, Eric W. Hilfers, Amanda Hines Gold, Christopher K. Fargo, Sasha Rosenthal-Larrea, Margaret T. Segall, Matthew Morreale and Andrew C. Elken of Cravath, Swaine & Moore LLP is serving as legal counsel. American Stock Transfer & Trust Company, LLC acted as transfer agent to Berkeley Lights. Innisfree M&A Incorporated acted as proxy solicitor to Berkeley Lights. Berkeley Lights will pay Innisfree a fee of approximately $20,000, plus additional fees. Okapi Partners LLC acted as proxy solicitor to IsoPlexis. IsoPlexis will pay Okapi Partners a fee of approximately $14,000, plus additional fees. Berkeley Lights will pay to Cowen for the services an aggregate fee of $3 million, of which $1 million was payable in connection with Cowen's opinion and $2 million is payable contingent upon consummation of the merger.

Berkeley Lights, Inc. (NasdaqGS:BLI) completed the acquisition of IsoPlexis Corporation (NasdaqGS:ISO) from a group of shareholders on March 21, 2023. The newly combined company has been renamed to PhenomeX and its common stock will begin trading on Nasdaq under the ticker symbol "CELL" at market open on March 22, 2023. With the transaction complete, former Berkeley Lights and IsoPlexis shareholders own approximately 75.2% and 24.8% of the combined company, respectively.