The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited condensed
consolidated financial statements and related notes appearing elsewhere in this
Form 10-Q and our audited consolidated financial statements and the related
notes thereto and the discussion under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in our Form
10-K filed with the SEC on March 30, 2022 (the "2021 10-K"). Some of the
information contained in this discussion and analysis or set forth elsewhere in
this Form 10-Q, including information with respect to our plans and strategy for
our business and related financing, includes forward-looking statements that
involve risks and uncertainties. As a result of many factors, including those
factors set forth in the sections titled "Cautionary Note Regarding
Forward-Looking Statements" and "Risk Factors" in the 2021 10-K, our actual
results could differ materially from the results described in or implied by the
forward-looking statements contained in the following discussion and analysis.

Data as of and for the three months ended March 31, 2022 and 2021 has been
derived from our unaudited condensed consolidated financial statements appearing
at the beginning of this Form 10-Q. Results for any interim period should not be
construed as an inference of what our results would be for any full fiscal year
or future period.

Overview

IsoPlexis is the Superhuman Cell company. Our systems uniquely identify a
comprehensive range of multifunctional single cells, i.e. the superhero cells in
the human body. These cells enable researchers to understand and predict disease
progression, treatment resistance and therapeutic efficacy to advance all of
human health. We are a life sciences company building solutions to accelerate
the development of curative medicines and personalized therapeutics. Our
award-winning single-cell proteomics systems reveal unique biological activity
in small subsets of cells, allowing researchers to connect more directly to in
vivo biology and develop more precise and personalized therapies.

We are enabling deeper access to in vivo biology and driving durable and
potentially transformational research on disease in a new era of advanced
medicine. We believe our platform is the first to employ both proteomics and
single cell biology in an effort to fully characterize and link cellular
function to patient outcomes by revealing treatment response and disease
progression. Our single cell proteomics platform, which includes instruments,
chip consumables and software, provides an end-to-end solution to reveal a more
complete view of protein function at an individual cellular level. Since our
commercial launch in June 2018, our platform has been adopted by the top 15
global biopharmaceutical companies by revenue and nearly three quarters of the
comprehensive cancer centers in the United States to help develop more durable
therapeutics, overcome therapeutic resistance, and predict patient responses for
advanced immunotherapies, cell therapies, gene therapies, vaccines, and
regenerative medicines. Our initial focus has been on developing applications of
our platform for cancer immunology and cell and gene therapy. We are now
expanding our capabilities to include applications for infectious diseases,
inflammatory conditions, and neurological diseases.

We currently market and sell our technology with an in-house commercial team in
the United States and Europe. We are also utilizing our distribution network to
market and sell across multiple countries, including Australia, Belgium, Canada,
China, Czech Republic, France, Germany, Italy, Israel, Japan, Portugal,
Singapore, South Korea, Spain, Switzerland, and the United Kingdom. We intend to
further expand our international presence by growing our distribution networks
in Brazil, India, Mexico and beyond.

We manufacture our instruments and chip consumables in our manufacturing
facilities in Branford, Connecticut and do not outsource any of our production
manufacturing to third party contract manufacturers. Certain of our suppliers of
components and materials are single source suppliers and we do not have supply
agreements with certain suppliers of these critical components and materials
beyond purchase orders. As part of our overall risk management strategy, we
continue to evaluate and identify alternative suppliers for each of our
components and materials.

Since our inception in March 2013, we have devoted substantially all of our
resources to organizing and staffing our company, business planning, raising
capital, conducting research and development activities, and filing patent
applications. Prior to the completion of our IPO, we financed our operations
primarily through the private placement of our securities, the incurrence of
indebtedness and, to a lesser extent, grant income and revenue derived from
sales of our instruments and chip consumables. As of March 31, 2022, our
principal source of liquidity was cash, which totaled $97.6 million.

We completed our first sale of our systems in June 2018 and have experienced
significant revenue growth in recent periods. Revenue increased to $4.9 million
for the three months ended March 31, 2022, as compared to $3.2 million for the
three months ended March 31, 2021. Nevertheless, we have incurred recurring
losses since inception. For the three months ended March 31, 2022, our net
losses were $28.7 million as compared to $15.6 million for the three months
ended
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March 31, 2021. As of March 31, 2022, we had an accumulated deficit of $162.7
million. We expect to continue to incur significant expenses and operating
losses for the foreseeable future in connection with ongoing development and
business expansion activities, particularly as we continue to:

•expand our research and development activities;

•obtain, maintain and expand and protect our intellectual property portfolio;

•market and sell new and existing products and services; and

•attract, hire and maintain qualified personnel to support our expanding business efforts.

Furthermore, we will incur additional costs associated with operating as a public company, including significant legal, accounting, compliance, investor relations and other expenses that we did not incur as a private company.



As a result of these anticipated expenditures, we will need substantial
additional financing to support our continuing operations and pursue our growth
strategy. Until such time as we can generate positive cash flows from
operations, if ever, we expect to finance our operations through a combination
of equity offerings, debt financings, sales of products and services to our
customers and, to a lesser extent, grant income. We may be unable to raise
additional funds when needed on favorable terms or at all. Our inability to
raise capital as and when needed would have a negative impact on our financial
condition and our ability to pursue our business strategy. We will need to
generate significant revenue to achieve profitability, and we may never do so.

Key Factors Affecting Our Performance



We believe that our financial performance has been, and in the foreseeable
future will continue to be, primarily driven by the following factors. While
each of these factors presents significant opportunities for our business, they
also pose important challenges that we must successfully address in order to
pursue our growth strategy and improve our results of operations. Our ability to
successfully address the factors below is subject to various risks and
uncertainties, including those factors set forth in the section titled "Risk
Factors" included in our 2021 10-K.

New Customer Adoption of Our Platform



Our financial performance has been, and in the foreseeable future will continue
to be, driven by our ability to increase the adoption of our platform and the
installed base of our instruments. We plan to drive new customer adoption
through a direct sales and marketing organization in the United States and parts
of Europe and third party distributors in Europe, North America, the Middle East
and Asia-Pacific. As of March 31, 2022, we market and sell our technology with
an in-house commercial team of approximately 210 team members and also utilize
our distribution network to market and sell across multiple countries.

Recurring Revenues from Sales of our Chip Consumables



Our IsoCode and CodePlex chip consumables represent a source of recurring
revenue from customers using our platform across a wide range of applications.
Our instruments and consumables are designed to work together exclusively. As we
expand our installed base of instruments, we expect consumable revenues to
increase on an absolute basis and become an increasingly important contributor
to our overall revenues.

Adoption of Our Platform Across Existing Customers' Organizations

There is an opportunity to grow our installed base and expand the number of instruments within organizations that are already utilizing our platform to advance their research and therapeutic development by their purchasing of additional instruments to support multiple locations or to increase capacity.

Adoption of Our Platform for New Applications



We founded our company to help solve critical challenges to accelerating
advanced medicines and since our inception, we have developed multiple
applications spanning cancer immunology, cell and gene therapy, infectious
diseases, inflammatory conditions, and neurological diseases. As we continue to
deploy our platform, we intend to concurrently expand the breadth of
applications for our technologies to encourage increased use of our platform
across our addressable markets. We expect our investments in these efforts to
increase as we develop and market new applications, including a diagnostic
application.
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Components of Our Results of Operations

Revenue



Revenue consists of sales of instruments and consumables in addition to service
revenue. Our total revenue for the three months ended March 31, 2022 was $4.9
million and $3.2 million for the three months ended March 31, 2021. We expect
that our revenue will be less than our expenses for the foreseeable future and
that we will experience losses as we continue to expand our business.

Cost of Product and Service Revenue



The Company's cost of product revenue primarily consists of manufacturing
related costs incurred in the production process, including personnel and
related costs, costs of components and materials, labor and overhead, packaging
and delivery costs and allocated costs for facilities and information
technology. Cost of service revenue consists primarily of personnel and related
costs of service and warranty costs to support our customers.

Research and Development Expenses

Research and development expenses include:

•costs to obtain licenses to intellectual property and related future payments should certain success, development and regulatory milestones be achieved;

•employee-related expenses, including salaries, benefits and stock-based compensation expense;

•costs of purchasing lab supplies and non-capital equipment used in our research and development activities;

•consulting and professional fees related to research and development activities; and



•facility costs, depreciation, and other expenses, which include direct and
allocated expenses for rent and maintenance of facilities, insurance, and other
supplies.

We expense research and development costs as incurred. Research and development
activities are central to our business model. We expect research and development
costs to increase for the foreseeable future as our current development programs
progress and new programs are added.

Because of the numerous risks and uncertainties associated with product development, we cannot determine with certainty the duration and completion costs of our current or future research and development efforts.

General and Administrative Expenses



General and administrative expenses consist primarily of employee-related
expenses, including salaries, benefits and stock-based compensation, for
personnel in executive, finance, business development, facility and
administrative functions. Other significant costs include facility costs not
otherwise included in research and development expenses, legal fees relating to
patent and corporate matters and fees for accounting, tax and consulting
services.

We anticipate that our general and administrative expenses will increase in the
future to support continued expansion of our commercial, development and
operating activities and increased costs of operating as a public company. These
increases will likely include increased costs related to the hiring of
additional personnel and fees to outside consultants, lawyers and accountants,
among other expenses. Additionally, we anticipate increased costs associated
with being a public company, including services associated with maintaining
compliance with exchange listing and SEC requirements, director and officer
insurance costs and investor and public relations costs.

Sales and Marketing Expenses



Sales and marketing expenses consist primarily of compensation related expenses,
including salaries, bonuses, benefits, non-cash stock-based compensation, for
sales and marketing personnel, advertising and promotion expenses, consulting
and subcontractor fees, sales commissions, recruiting fees, and various other
selling expenses. We anticipate that our sales and marketing expenses will
increase in the future as we pursue our growth mission and as we identify and
expand into new markets, including additional worldwide markets.
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Grant Income



We are engaged in various Small Business Innovation Research ("SBIR") grants
with the federal government to help fund the costs of certain research and
development activities. We believe that we have complied with all contractual
requirements of the SBIR grants through the date of the financial statements. We
do not currently expect future grant income to be a material source of funding
for the Company.

Research and Development State Tax Credits



Research and development ("R&D") tax credits exchanged for cash pursuant to the
Connecticut R&D Tax Credit Exchange Program, which permits qualified small
businesses engaged in R&D activities within Connecticut to exchange their unused
R&D tax credits for a cash amount equal to 65% of the value of exchanged
credits, are recorded as a receivable and other income in the year the R&D tax
credits relate to, as it is reasonably assured that the R&D tax credits will be
received, based upon our history of filing for and receiving the tax credits.
R&D tax credits receivable where cash is expected to be received by us more than
one year after the balance sheet date are classified as noncurrent in the
consolidated balance sheets.

Fair Value Adjustment for Warrants and Loan Commitments



Warrants and loan commitments are freestanding financial instruments that
qualify as liabilities and assets, respectively, required to be recorded at
their estimated fair value at the inception date and remeasured at each reported
balance sheet date thereafter until settlement, with gains and losses arising
from changes in fair value recognized in the statement of operations during each
period. Our preferred share warrants were converted to common share warrants
upon our IPO and were reclassified from liabilities to equity for the year ended
December 31, 2021.

Results of Operations

Comparisons of the Three Months Ended March 31, 2022 and 2021



The following table summarizes our results of operations for the three months
ended March 31, 2022 and 2021, together with the dollar change in those items:

                                                               Three months ended March 31,              Period to
(in thousands)                                                    2022                  2021           period change
Revenue
Product revenue                                            $         4,454          $   2,927          $     1,527
Service revenue                                                        457                307                  150
Total revenue                                                        4,911              3,234                1,677
Cost of product revenue                                              2,329              1,550                  779
Cost of service revenue                                                 27                 24                    3
Gross profit                                                         2,555              1,660                  895
Operating expenses:
Research and development expenses                                    7,133              3,674                3,459
General and administrative expenses                                 11,476              4,378                7,098
Sales and marketing expenses                                        12,043              7,074                4,969
Total operating expenses                                            30,652             15,126               15,526
Loss from operations                                               (28,097)           (13,466)             (14,631)
Other income (expense), net:
Interest expense, net                                                 (986)              (743)                (243)
Other income (expense), net                                            358             (1,350)               1,708
Net loss                                                   $       (28,725)         $ (15,559)         $   (13,166)


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Revenue



Total revenue increased $1.7 million for the three months ended March 31, 2022
compared to the three months ended March 31, 2021. This consisted primarily of
an increase of $0.9 million for instruments, $0.6 million for consumables and
$0.2 million in service revenue.

The increase in instruments revenue for the three months ended March 31, 2022
was driven by an increase in unit sales generated from a larger commercial team,
primarily hired in the second half of 2021. The increase in consumable revenue
in 2021 was driven by an increase in the number of units at customer locations.

Gross Profit

Gross profit as a percentage of total revenues was 52% for the three months ended March 31, 2022 compared to 51% for the three months ended March 31, 2021.

Research and Development Expenses



                                                               Three months ended March 31,              Period to
(in thousands)                                                   2022                  2021            period change
Compensation related expenses                              $        3,967          $   1,714          $      2,253
Professional fees and sub-contractor                                  428                324                   104
Prototyping                                                           442                394                    48
Recruiting                                                            115                165                   (50)
Lab materials                                                         773                179                   594
Supplies expense                                                      882                675                   207
Depreciation and amortization                                         154                108                    46
Other                                                                 372                115                   257
Total                                                      $        7,133          $   3,674          $      3,459


Research and development expenses increased by $3.5 million, or 94%, for the
three months ended March 31, 2022 compared to the three months ended March 31,
2021, primarily due to increases in compensation related expenses of $2.3
million from hiring approximately 45 new employees year over year, a $0.1
million increase in professional fees and $0.6 million increase in lab materials
related to Duomic, Codeplex, and initiatives to reduce material and production
costs by unit of our existing products, a decrease of $0.1 million in recruiting
expenses, an increase in supplies expense of $0.2 million, and increase in
depreciation and amortization expense and other expenses of $0.3 million.

General and Administrative Expenses



General and administrative expenses increased by $7.1 million, or 162%, for the
three months ended March 31, 2022 compared to the three months ended March 31,
2021, primarily due to increases in compensation related expenses of $3.4
million for additional personnel to support organizational growth, an increase
of $0.9 million of professional fees related to process enhancements, an
increase of $1.0 million in depreciation and amortization expenses primarily
related to the amortization of patent expenses, an increase of $0.7 million in
software and networking expenses to support a larger organization, and an
increase of $1.1 million in various other expenses.

Sales and Marketing Expenses



Sales and marketing expenses increased by $5.0 million, or 70%, for the three
months ended March 31, 2022 compared to the three months ended March 31, 2021,
primarily due to increases in compensation related expenses of $3.2 million for
additional personnel to support increased activities, an increase in
professional fees of $1.3 million related to international staff increases, a
decrease in recruiting expenses of $0.4 million, an increase in supplies expense
of $0.6 million, and increase in other expense of $0.3 million. Overall, the
increase was driven by the increase in headcount to support our growth mission
and the hiring of consultants to help us identify and expand into new markets,
including worldwide markets.
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Interest expense



As a result of the Credit Agreement we entered into on December 30, 2020, we had
$38.9 million of borrowings outstanding as of March 31, 2022, and we recognized
$1.0 million in interest expense for the three months ended March 31, 2022.

Liquidity and Capital Resources



At March 31, 2022, we had $97.6 million in cash and $7.5 million available from
our Credit Agreement. Cash as of March 31, 2022 decreased by $29.0 million
compared to December 31, 2021, primarily due to the factors described under the
heading "-Cash Flows" below. Our primary source of liquidity, other than cash on
hand, has been cash flows from issuances of common stock in our IPO, issuances
of preferred stock, debt financings and, to a lesser extent, grant income.

Cash Flows

Comparisons of the Three Months Ended March 31, 2022 and 2021

The following table provides information regarding our cash flows for the three months ended March 31, 2022 and 2021:



                                              Three months ended March 31,
(in thousands)                                     2022

2021


Net cash provided by (used in):
Operating activities                            (31,906)                 (14,421)
Investing activities                             (4,554)                    (825)
Financing activities                              7,502                   10,005
Net change in cash                     $        (28,958)                $ (5,241)


Operating Activities

Net cash used by operating activities in the three months ended March 31, 2022
primarily consisted of net loss of $28.7 million, partially offset by net
non-cash adjustments of $2.8 million, plus net changes in operating assets and
liabilities of $6.0 million, including a $10.3 million inventory outflow. The
primary non-cash adjustments to net income included share-based compensation of
$0.9 million, depreciation and amortization expenses of $1.0 million and
amortization of debt discount of $0.4 million. Cash flow impact from changes in
net operating assets and liabilities were primarily driven by an increase in
inventories and partially offset by increases in accounts payable and a decrease
in other assets and accrued liabilities.

Net cash used by operating activities in the three months ended March 31, 2021
primarily consisted of net loss of $15.6 million, partially offset by net
non-cash adjustments of $2.6 million, plus net changes in operating assets and
liabilities of $1.5 million. The primary non-cash adjustments to net income were
change in fair value of warrants and loan commitment of $1.9 million and
depreciation and amortization costs of $0.3 million. Cash flow impacts from
changes in net operating assets and liabilities were primarily driven by
increases in inventories, accounts receivable and prepaid expense and other
current assets, partially offset by increases in accrued liabilities and
accounts payable.

Investing Activities



Net cash used in investing activities totaled $4.6 million in the three months
ended March 31, 2022. We purchased $4.4 million of property and equipment. We
paid $0.2 million related to patents acquired and patent costs that were
capitalized.

Net cash used in investing activities totaled $0.8 million in the three months
ended March 31, 2021. We purchased $0.7 million of property and equipment. We
paid $0.1 million related to patents acquired and patent costs that were
capitalized.
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Financing Activities

Net cash provided by financing activities was $7.5 million in the three months ended March 31, 2022. We drew $7.5 million from our Tranche C term loan.



Net cash provided by financing activities was $10.0 million in the three months
ended March 31, 2021. We raised cash through the issuance of Series D redeemable
convertible preferred stock, with net proceeds of $10.0 million.

Funding Requirements



We expect to continue to generate operating losses in connection with our
ongoing activities, particularly as we continue our research and development
efforts and expand our business efforts. Furthermore, we have incurred and will
continue to incur additional costs as a result of being a public company.
Accordingly, we will need to obtain additional funding in connection with our
continuing operations. If we are unable to raise capital when needed or on
attractive terms, we would be forced to delay, reduce or eliminate our research
and development programs or future commercialization efforts.

We have based our projections of operating capital requirements on assumptions
that may prove to be incorrect and we may use all of our available capital
resources sooner than we expect. Because of the numerous risks and uncertainties
associated with our research and development efforts, we are unable to estimate
the exact amount of our operating capital requirements. Our future capital
requirements will depend on many factors, including:

•future research and development efforts;

•the need to service and refinance our indebtedness;

•our ability to enter into and terms and timing of any collaborations, licensing agreements or other arrangements;

•the costs of sales, marketing, distribution and manufacturing efforts;

•our headcount growth and associated costs as we expand our business;

•the costs of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights and defending against intellectual property related claims; and

•the costs of operating as a public company



Until such time, if ever, as we can generate positive cash flows from
operations, we expect to finance our additional cash needs through a combination
of equity offerings, debt financings, sales of products and services to our
customers and, to a lesser extent, grants. To the extent that we raise
additional capital through the sale of equity or convertible debt securities,
stockholder ownership interest will be diluted, and the terms of those
securities may include liquidation or other preferences that adversely affect
the rights of holders of common stock. Debt financing, if available, may involve
agreements that include covenants limiting or restricting our ability to take
specific actions, such as incurring additional debt, making capital expenditures
or declaring dividends.

If we raise funds through additional strategic alliances or licensing
arrangements with third parties, we may have to relinquish valuable rights to
our technologies or future revenue streams or to grant licenses on terms that
may not be favorable to us. If we are unable to raise additional funds through
equity offerings, debt financings or grants when needed, we may be required to
delay, limit, or reduce our expansion efforts.

Contractual Obligations and Commitments



Contractual obligations represent future cash commitments and liabilities under
agreements with third parties and exclude orders for goods and services entered
into in the normal course of business that are not enforceable or legally
binding.

On December 30, 2020, we entered into the Credit Agreement, which provides for
senior secured financing of up to $50.0 million, consisting of a $25.0 million
Tranche A term loan and a $25.0 million Tranche B term loan. The Tranche A term
loan of $25.0 million was drawn at the initial closing of the Credit Agreement
on December 30, 2020. The Credit Agreement was amended on May 27, 2021 to split
the previously remaining $25.0 million delayed draw term loan commitments under
the Credit Agreement into a $10.0 million Tranche B term loan and a $15.0
million Tranche C term loan. The Tranche B term loan of $10.0 million was drawn
on May 27, 2021. The Credit Agreement was amended on March 30, 2022 to split the
remaining $15.0 million Tranche C term loan into a $7.5 million Tranche C term
loan and a
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$7.5 million Tranche D term loan. The Tranche C term loan was drawn on March 30,
2022. Our ability to draw the $7.5 million Tranche D term loan remains available
through June 30, 2022 subject to several conditions, including achieving total
revenue of at least $16.8 million for the twelve month period ended March 31,
2022. The Company has achieved this revenue milestone as of March 31, 2022.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to
the one-month LIBOR rate (with a minimum LIBOR rate for such purposes of 1.75%)
plus a margin of 9.50% (11.25% at March 31, 2022). Monthly payments of interest
only are due over the term of the Credit Agreement with no scheduled loan
amortization. Unless accelerated prior to such date, all amounts outstanding
under the Credit Agreement are due to be repaid on December 30, 2025. In
addition, the Credit Agreement includes a quarterly minimum total revenue
covenant for the applicable trailing twelve month period. On October 29, 2021,
we entered into the Second Amendment to, among other things, eliminate the
minimum total revenue covenant for the twelve months ending December 31, 2021
and reset the total minimum revenue covenants thereafter. Pursuant to the Second
Amendment, the minimum total revenue covenant, as amended, has resumed testing
for the twelve months ending March 31, 2022. The Company is currently in
compliance with the minimum total revenue covenant as of March 31, 2022.

The following table summarizes our commitments to settle contractual obligations
as of March 31, 2022:

                                                              Less than 1                                               More than 5
(in thousands)                                Total              year             1-3 Years          4-5 Years             years
Lease commitments (1)                      $  6,186          $    1,594          $   3,055          $   1,537          $         -
Purchase obligations (2)                     36,875               2,875              9,750             16,750                7,500
Total                                      $ 43,061          $    4,469          $  12,805          $  18,287          $     7,500


(1)   Represents commitments under our non-cancelable leases.

(2) Purchase obligations relate to our Patent Purchase Agreement with QIAGEN Sciences, LLC and QIAGEN GmbH for certain reagents.

Critical Accounting Policies and Significant Judgments and Estimates



The preparation of financial statements in accordance with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in our consolidated financial
statements and accompanying notes. Management bases its estimates on historical
experience, market and other conditions, and various other assumptions it
believes to be reasonable. Although these estimates are based on management's
best knowledge of current events and actions that may impact us in the future,
the estimation process is, by its nature, uncertain given that estimates depend
on events over which we may not have control. Though the impact of the COVID-19
pandemic to our business and operating results presents additional uncertainty,
we continue to use the best information available to inform our critical
accounting estimates. If market and other conditions change from those that we
anticipate, our consolidated financial statements may be materially affected. In
addition, if our assumptions change, we may need to revise our estimates, or
take other corrective actions, either of which may also have a material effect
on our consolidated financial statements.

During the three months ended March 31, 2022, there were no material changes to
our critical accounting policies and use of estimates from those described under
the heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Critical Accounting Policies and Significant Judgments and
Estimates" in the Form 10-K for the year ended December 31, 2021 and filed with
the SEC on March 30, 2022.

Recent Accounting Pronouncements

Refer to Note 2, "Summary of Significant Accounting Policies," in the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for a discussion of recent accounting pronouncements.

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