Statistik Asas
| LEI | 549300LTLRE4N65CD358 |
| CIK | 1689657 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Berkeley Lights Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| February 8, 2024 |
BLI / Berkeley Lights Inc / Beryl Capital Management LLC Passive Investment SC 13G/A 1 cell13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PhenomeX Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 084310101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| October 12, 2023 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39388 BRUKER CELLULAR ANALYSIS, INC. (Exact name of registrant as |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 2, 2023 Bruker Cellular Analysis, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39388 35-2415390 (State or Other Jurisdiction of Incorporation) (Commiss |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| October 2, 2023 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BRUKER CELLULAR ANALYSIS, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRUKER CELLULAR ANALYSIS, INC. 1. The name of this corporation is Bruker Cellular Analysis, Inc. (the “Corporation”). 2. The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, 19808 County of New Castle. The name of its registered agent at such address is Corporation Service |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| October 2, 2023 |
BYLAWS BRUKER CELLULAR ANALYSIS, INC. (a Delaware corporation) ARTICLE I Exhibit 3.2 BYLAWS OF BRUKER CELLULAR ANALYSIS, INC. (a Delaware corporation) ARTICLE I STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders of Bruker Cellular Analysis, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or with |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) PHENOMEX INC. (Name of Subject Company (issuer)) BIRD MERGERSUB CORPORATION (Offeror) a wholly owned subsidiary of BRUKER CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying status as |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PHENOMEX INC. (Name of Subject Company) PHENOMEX INC. (Name of Person Filing Statement) Common Stock, $0.00005 par value per share (Title of Class of Securities) 084310101 (CUSIP N |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) PHENOMEX INC. (Name of Subject Company (issuer)) BIRD MERGERSUB CORPORATION (Offeror) a wholly owned subsidiary of BRUKER CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying status as |
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| September 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PHENOMEX INC. (Name of Subject Company) PHENOMEX INC. (Name of Person Filing Statement) Common Stock, $0.00005 par value per share (Title of Class of Securities) 084310101 (CUSIP N |
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| August 31, 2023 |
Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of PHENOMEX INC. |
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| August 31, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO PHENOMEX INC. (Name of Subject Company (issuer)) BIRD MERGERSUB CORPORATION (Offeror) a wholly-owned subsidiary of BRUKER CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer or other person)) Table 1-Transaction Valuation Transaction Valuation* Fee rate Amount of Filing Fee** Fees to Be Paid $107,6 |
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| August 31, 2023 |
Exhibit (a) (1) (B) Letter of Transmittal to Tender Shares of Common Stock of PHENOMEX INC. |
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| August 31, 2023 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of PHENOMEX INC. |
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| August 31, 2023 |
Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of PHENOMEX INC. |
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| August 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PHENOMEX INC. (Name of Subject Company (issuer)) BIRD MERGERSUB CORPORATION (Offeror) a wholly owned subsidiary of BRUKER CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer o |
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| August 31, 2023 |
Exhibit (d)(3) Confidentiality Agreement July 11, 2023 Bruker Corporation 40 Manning Road Billerica, MA 01821 Re: Confidentiality Agreement Ladies and Gentlemen: In connection with the consideration by Bruker Corporation (“you”) of a possible transaction involving PhenomeX, Inc. |
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| August 31, 2023 |
Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| August 31, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PhenomeX Inc. (Name of Subject Company) PhenomeX Inc. (Name of Person Filing Statement) Common Stock, $0.00005 par value per share (Title of Class of Securities) 084310101 (CUSIP N |
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| August 31, 2023 |
Exhibit (e)(21) [Date] CONFIDENTIAL Via E-MAIL [Employee’s Name] []@Phenomex.com Re: Retention Bonus Award Dear [], As you know, PhenomeX Inc. (“PhenomeX”) is in the process of exploring strategic alternatives. In this context, the compensation committee of the board of directors of PhenomeX recently approved a one-time cash payment on the terms set forth below in order to incentivize you to remai |
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| August 28, 2023 |
BLI / Berkeley Lights Inc / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PhenomeX Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 084310101 (CUSIP Number) August 18, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PhenomeX Inc. (Name of Subject Company) PhenomeX Inc. (Name of Persons Filing Statement) Common Stock, $0.00005 par value per share (Title of Class of Securities) 084310101 (CUSIP Number of Class of Securities) Sc |
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| August 18, 2023 |
Exhibit 99.1 Bruker Corporation and PhenomeX Inc. Announce Definitive Agreement for Bruker to Acquire PhenomeX in All-Cash Transaction EMPLOYEE FAQ (as of August 18, 2023) About The Acquisition 1. Why is Bruker acquiring PhenomeX? • Bruker is acquiring PhenomeX’s due to the complementary offerings of both organizations and its belief that the combination will expand its customer base, increase val |
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| August 18, 2023 |
Exhibit 99.2 Town Hall Meeting August 18, 2023 CONFIDENTIAL / INTERNAL USE ONLY Rev072723BOD CONFIDENTIAL | 1 Legal Disclosure Additional Information about the Transaction and Where to Find It The tender offer described in this communication has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer |
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| August 17, 2023 |
Exhibit 99.1 Bruker Corporation and PhenomeX Inc. Announce Definitive Agreement for Bruker to Acquire PhenomeX in All-Cash Transaction Acquisition initiates Bruker’s entry into functional single-cell biology research solutions BILLERICA, Massachusetts and EMERYVILLE, California, August 17, 2023 — Bruker Corporation (Nasdaq: BRKR) and PhenomeX Inc. (Nasdaq: CELL) today announced that they have sign |
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| August 17, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER By and Among BRUKER CORPORATION, BIRD MERGERSUB CORPORATION and PHENOMEX INC. Dated as of August 17, 2023 ARTICLE I THE TRANSACTIONS - 2 - Section 1.01 The Offer - 2 - Section 1.02 Company Actions - 6 - Section 1.03 The Merger - 7 - Section 1.04 Closing - 7 - Section 1.05 Effective Time - 7 - Section 1.06 Merger Without Meeting of Stockholders - 7 - Section |
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| August 17, 2023 |
Exhibit 99.1 To: All Employees From: Siddhartha Kadia, Ph.D. Subject: Update on Strategic Alternatives Process: PhenomeX to be Acquired by Bruker Corporation Dear PhenomeX team, As I shared with you in early July, our Board of Directors, with the support of management and legal and financial advisors, launched a process to explore, review and evaluate a range of potential strategic alternatives fo |
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| August 17, 2023 |
Exhibit 99.1 Bruker Corporation and PhenomeX Inc. Announce Definitive Agreement for Bruker to Acquire PhenomeX in All-Cash Transaction Acquisition initiates Bruker’s entry into functional single-cell biology research solutions BILLERICA, Massachusetts and EMERYVILLE, California, August 17, 2023 — Bruker Corporation (Nasdaq: BRKR) and PhenomeX Inc. (Nasdaq: CELL) today announced that they have sign |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PhenomeX Inc. (Name of Subject Company) PhenomeX Inc. (Name of Persons Filing Statement) Common Stock, $0.00005 par value per share (Title of Class of Securities) 084310101 (CUSIP Number of Class of Securities) Sc |
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| August 17, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 17, 2023 PhenomeX Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39388 35-2415390 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 17, 2023 |
Exhibit 10.1 TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement (this “Agreement”), dated as of August 17, 2023, is by and among Bruker Corporation, a Delaware corporation (“Parent”), Bird Mergersub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), PhenomeX Inc., a Delaware corporation (the “Company”), and Igor Y. Khandros and Susan Bloch (coll |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 17, 2023 PhenomeX Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39388 35-2415390 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 PHENOMEX INC. (Name of Subject Company (issuer)) BIRD MERGERSUB CORPORATION (Offeror) a wholly owned subsidiary of BRUKER CORPORATION (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, issuer, |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PhenomeX Inc. (Name of Subject Company) PhenomeX Inc. (Name of Persons Filing Statement) Common Stock, $0.00005 par value per share (Title of Class of Securities) 084310101 (CUSIP Number of Class of Securities) Sc |
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| August 17, 2023 |
Exhibit 10.2 PROMISSORY NOTE US $14,000,000.00 Dated August 17, 2023 FOR VALUE RECEIVED, each of PhenomeX Inc., a Delaware corporation (“Parent Borrower”) and IsoPlexis Corporation, a Delaware corporation (“IsoPlexis” and, together with Parent Borrower, each, a “Borrower” and, collectively, the “Borrowers”) hereby unconditionally promises to pay to Bruker Corporation, a Delaware corporation (the “ |
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| August 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 14, 2023 Date of Report (Date of earliest event reported) PhenomeX Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| August 14, 2023 |
EXHIBIT 99.1 PhenomeX Reports Second Quarter 2023 Financial Results and Provides Business Update Strategic Alternatives Process Continuing; Board Focused on Maximizing Stockholder Value EMERYVILLE, Calif., August 14, 2023 – PhenomeX, Inc. (Nasdaq: CELL), a life sciences tools company, today reported financial results for the second quarter ended June 30, 2023. Recent Highlights •Achieved total rev |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 30, 2023 Date of Report (Date of earliest event reported) PhenomeX Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No |
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| June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 21, 2023 Date of Report (Date of earliest event reported) PhenomeX Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 25, 2023 Date of Report (Date of earliest event reported) PhenomeX Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 11, 2023 |
EXHIBIT 99.1 PhenomeX Reports First Quarter 2023 Financial Results Company provides full year 2023 financial guidance EMERYVILLE, Calif., May 11, 2023 – PhenomeX, Inc. (Nasdaq: CELL), a life sciences tools company, today reported financial results for the first quarter ended March 31, 2023. Following the completion of Berkeley Lights' acquisition of IsoPlexis on March 21, 2023, the newly combined |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 11, 2023 Date of Report (Date of earliest event reported) PhenomeX Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (Date of earliest event reported) PhenomeX Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) |
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| May 5, 2023 |
BLI / Berkeley Lights Inc / BlackRock Inc. Passive Investment us0843101017050423.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) PhenomeX Inc - (Name of Issuer) Common Stock - (Title of Class of Securities) 084310101 - (CUSIP Number) April 30, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 24, 2023 Date of Report (Date of earliest event reported) PhenomeX Inc. (Exact name of registrant as specified in its charter) Delaware 001-39388 35-2415390 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 6, 2023 Date of Report (Date of earliest event reported) PhenomeX Inc. (Exact name of registrant as specified in its charter) Delaware 001-39388 35-2415390 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 10, 2023 |
PhenomeX Appoints Peter Silvester to PhenomeX Board of Directors Exhibit 99.1 FOR IMMEDIATE RELEASE PhenomeX Appoints Peter Silvester to PhenomeX Board of Directors EMERYVILLE, Calif., April 10, 2023 – PhenomeX (Nasdaq: CELL), the functional cell biology company, today announced that Peter Silvester has been named to the PhenomeX board of directors, effective immediately. Mr. Silvester most recently served as senior vice president and president of Life Sciences |
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| March 29, 2023 |
BLI / Berkeley Lights Inc / Northpond Ventures, LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* PhenomeX Inc. (Name of Issuer) Common Stock, par value $0.00005 (Title of Class of Securities) 84310101 (CUSIP Number) March 21, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d |
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| March 29, 2023 |
EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of PhenomeX Inc., dated as of March 29, 2023, is, and any further amendments thereto signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(2) under the Securities |
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| March 21, 2023 |
Warrant Certificate, dated as of March 21, 2023, Exhibit 10.2 WARRANT CERTIFICATE THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATIO |
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| March 21, 2023 |
Exhibit 99.1 Berkeley Lights Completes Acquisition of IsoPlexis Forming PhenomeX, the Functional Cell Biology Company 03/21/2023 PhenomeX to begin trading under symbol (NASDAQ: CELL) EMERYVILLE, Calif., March 21, 2023 /PRNewswire/ - Berkeley Lights, Inc. (Nasdaq: BLI), a life sciences tools company, today announced that it has completed its previously announced acquisition of IsoPlexis Corporation |
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| March 21, 2023 |
As filed with the Securities and Exchange Commission on March 21, 2023 As filed with the Securities and Exchange Commission on March 21, 2023 Registration No. |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2023 PhenomeX Inc. (Exact name of registrant as specified in its charter) Delaware 001-39388 35-2415390 (State or other jurisdiction (Commission File Number) (IRS Employer o |
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| March 21, 2023 |
Amended and Restated Bylaws of Exhibit 3.2 Amended and Restated Bylaws of PhenomeX Inc. (a Delaware corporation) Table of contents Page Article I - Corporate Offices 1 1.1 Registered Office. 1 1.2 Other Offices. 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings. 1 2.2 Annual Meeting. 1 2.3 Special Meeting. 1 2.4 Advance Notice Procedures for Business Brought before a Meeting. 1 2.5 Advance Notice Procedures for No |
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| March 21, 2023 |
Amended and Restated Certificate of Incorporation of Berkeley Lights, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BERKELEY LIGHTS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Berkeley Lights, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereb |
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| March 21, 2023 |
2014 STOCK PLAN NOTICE OF GRANT Exhibit 99.1(b) 2014 STOCK PLAN NOTICE OF GRANT Name: [] Address: [ ] [ ] You have been granted an option (the “Option”) to purchase shares of common stock, par value $0.001 per share (the “Common Stock”) of Isoplexis Corporation, a Delaware corporation (the “Company”), subject to the terms and conditions of the Company 2014 Stock Plan and the attached Stock Option Agreement (the “Option Agreement |
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| March 21, 2023 |
ISOPLEXIS CORPORATION 2014 STOCK PLAN Exhibit 99.1(a) ISOPLEXIS CORPORATION 2014 STOCK PLAN I.GENERAL 1.1.Purpose. The purpose of this equity incentive plan (the “Plan”) is to secure for IsoPlexis Corporation, a Delaware corporation (the “Corporation”), and its stockholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or advisors to, the Corporation and any affiliate of the |
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| March 21, 2023 |
Second Amended and Restated Loan and Security Agreement, dated March 21, 2023, Exhibit 10.1 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of March 21, 2023 among PHENOMEX INC., as Borrower, ISOPLEXIS CORPORATION, as a Guarantor, and EAST WEST BANK, as Bank TABLE OF CONTENTS 1. DEFINITIONS AND CONSTRUCTION. 1 1.1. Definitions. 1 1.2. Accounting Terms. 1 1.3. Other Definitional Terms; Rules of Interpretation. 2 1.4. Effectuation of Certain Transactions 3 1.5 |
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| March 21, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) PhenomeX Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.00005 par va |
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| March 16, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2023 Berkeley Lights, Inc. |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2023 Berkeley Lights, Inc. |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39388 35-2415390 (State or other jurisdiction of incorporation) (Commission Fi |
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| March 9, 2023 |
BLI / Berkeley Lights Inc / Nierenberg Investment Management Company, Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Berkeley Lights, Inc. (Name of Issuer) Common Stock, par value $0.00005 (Title of Class of Securities) 84310101 (CUSIP Number) March 1, 2023 (Date of |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Filed Pursuant to Rule 424(b)(3) Registration No. 333-269466 SUPPLEMENT NO. 3, DATED March 9, 2023 (to the Joint Proxy Statement/Prospectus dated February 13, 2023) This Supplement No. 3, dated March 9, 2023 (this “Supplement”), updates and supplements the joint proxy statement/prospectus dated February 13, 2023 (the “Joint Proxy Statement/Prospectus”), as previously updated and supplemented. Berk |
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| March 7, 2023 |
Filed by Berkeley Lights, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: IsoPlexis Corporation Commission File No.: 001-40894 Date: March 7, 2023 On March 7, 2023, Broadridge Financial Solutions, Inc. mailed the below letter to certain stockholders of Berkeley Lights. March 7, 2023 Dear Fellow |
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| March 6, 2023 |
false000168965700016896572023-03-062023-03-06 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 6, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On December 21, 2022, Berkeley Lights, Inc. (“Berkeley Lights”), Iceland Merger Sub Inc., a wholly-owned subsidiary of Berkeley Lights (“Merger Sub”), and IsoPlexis Corporation (“IsoPlexis”) entered into an Agreement and Plan of Merger (the “merger agreement”) pursuant to which, subject to satisfaction or (to the extent permi |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2023 Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39388 35-2415390 (State or other jurisdiction (Commission (IRS Employer of inco |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K Filed Pursuant to Rule 424(b)(3) Registration No. 333-269466 SUPPLEMENT NO. 2, DATED MARCH 2, 2023 (to the Joint Proxy Statement/Prospectus dated February 13, 2023) This Supplement No. 2, dated March 2, 2023 (this “Supplement”), updates and supplements the joint proxy statement/prospectus dated February 13, 2023 (the “Joint Proxy Statement/Prospectus”), as previously updated and supplemented. Berk |
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| February 28, 2023 |
Filed by Berkeley Lights, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: IsoPlexis Corporation Commission File No.: 001-40894 Date: February 28, 2023 On February 28, 2023, Broadridge Financial Solutions, Inc. mailed the below letter to certain stockholders of Berkeley Lights. February 28, 2023 |
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| February 27, 2023 |
As filed with the Securities and Exchange Commission on February 27, 2023 S-8 1 tm237732d1s8.htm FORM S-8 As filed with the Securities and Exchange Commission on February 27, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Berkeley Lights, Inc. (Exact name of Registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorp |
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| February 27, 2023 |
Calculation of Filing Fee Table. Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Berkeley Lights, Inc. |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 23, 2023 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| February 23, 2023 |
Subsidiaries of Berkeley Lights, Inc. Exhibit 21.1 List of Subsidiaries of Berkeley Lights, Inc. Name Jurisdiction of Incorporation or Organization BLI Europe International, Ltd. United Kingdom BLI International LLC United States Berkeley Lights Life Science People's Republic of China (Shanghai) Co., Ltd. Berkeley Lights Life Science Singapore (Singapore) Pte., Ltd. |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-393 |
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| February 23, 2023 |
Berkeley Lights Reports Fourth Quarter and Full Year 2022 Financial Results EXHIBIT 99.1 Berkeley Lights Reports Fourth Quarter and Full Year 2022 Financial Results EMERYVILLE, Calif. February 23, 2023 – Berkeley Lights, Inc. (Nasdaq: BLI), a life sciences tools company, today reported financial results for the fourth quarter and full year ended December 31, 2022. Recent Highlights •Achieved revenue of $78.6 million for the full year 2022, representing an 8% decrease over |
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| February 16, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-269466 SUPPLEMENT NO. 1, DATED FEBRUARY 16, 2023 (to the Joint Proxy Statement/Prospectus dated February 13, 2023) This Supplement No. 1, dated February 16, 2023 (this “Supplement”), updates and supplements the joint proxy statement/prospectus dated February 13, 2023 (the “Joint Proxy Statement/Prospectus”). Berkeley Lights, Inc. (“Berkeley Lig |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 14, 2023 Berkeley Lights, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-39388 35-2415390 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| February 14, 2023 |
STATUORY NOTICE Pursuant to Section 204(g) of the Delaware General Corporation Law) Exhibit 99.1 STATUORY NOTICE Pursuant to Section 204(g) of the Delaware General Corporation Law) Notice is hereby given pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”), that on February 14, 2023, the Board of Directors (“Board”) of Berkeley Lights, Inc., a Delaware corporation (the “Company”), adopted resolutions approving the ratification of a potentially defective co |
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| February 13, 2023 |
MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-269466 MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT Dear Berkeley Lights Stockholders and IsoPlexis Stockholders: On December 21, 2022, Berkeley Lights, Inc., which is referred to as “Berkeley Lights,” Iceland Merger Sub Inc., a wholly owned subsidiary of Berkeley Lights, which is referred to as “Merger Sub,” and IsoPlexis Co |
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| February 9, 2023 |
Exhibit 99.4 |
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| February 9, 2023 |
BLI / Berkeley Lights Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Berkeley Lights Inc. Title of Class of Securities: Common Stock CUSIP Number: 084310101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| February 9, 2023 |
Exhibit 107 Form S-4 (Form Type) Berkeley Lights, Inc. (Exact Name of Registrant as Specified in its Charter) Calculation of Filing Fee Tables Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration |
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| February 9, 2023 |
CONSENT OF EVERCORE GROUP L.L.C. Exhibit 99.2 CONSENT OF EVERCORE GROUP L.L.C. February 8, 2023 The Board of Directors IsoPlexis Corporation 35 NE Industrial Rd. Branford, CT 06405 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 21, 2022, to the Board of Directors of IsoPlexis Corporation (the “Company”) as Annex E to, and the references thereto under the captions “Summa |
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| February 9, 2023 |
Exhibit 99.3 |
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| February 9, 2023 |
As filed with the U.S. Securities and Exchange Commission on February 8, 2023 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 8, 2023 Registration No. 333-269466 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 To FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Berkeley Lights, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 3826 35-2415390 (State of Incorpor |
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| February 9, 2023 |
CORRESP 1 filename1.htm February 9, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Berkeley Lights, Inc. Registration Statement on Form S-4 Filed January 30, 2023 (File No. 333-269466) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request a |
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| February 8, 2023 |
Filed by Berkeley Lights, Inc. Filed by Berkeley Lights, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: IsoPlexis Corporation Commission File No.: 001-40894 Date: February 7, 2023 The following presentation slides were presented by Sean Mackay, Chief Executive Officer of IsoPlexis Corporation (“IsoPlexis”), Siddhartha Kadia |
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| January 30, 2023 |
Exhibit 99.1 Consent of Cowen and Company, LLC EX-99.1 6 ny20006362x3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent of Cowen and Company, LLC The Board of Directors Berkeley Lights, Inc. 5858 Horton Street, Suite 320 Emeryville, California 94608 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 20, 2022, to the Board of Directors of Berkeley Lights, Inc. (“Berkeley Lights”), as Annex D to, and refer |
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| January 30, 2023 |
Exhibit 107 Form S-4 (Form Type) Berkeley Lights, Inc. (Exact Name of Registrant as Specified in its Charter) Calculation of Filing Fee Tables Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration |
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| January 30, 2023 |
CONSENT OF EVERCORE GROUP L.L.C. EX-99.2 7 ny20006362x3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 CONSENT OF EVERCORE GROUP L.L.C. January 30, 2023 The Board of Directors IsoPlexis Corporation 35 NE Industrial Rd. Branford, CT 06405 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated December 21, 2022, to the Board of Directors of IsoPlexis Corporation (the “Company”) as Annex E to, and th |
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| January 30, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 30, 2023 S-4 1 ny20006362x3s4.htm S-4 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 30, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Berkeley Lights, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 3826 35-2415390 (State of Inco |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 25, 2023 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Identi |
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| January 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 9, 2023 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Identif |
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| January 9, 2023 |
Berkeley Lights Reports Preliminary Full Year 2022 Revenue Results Exhibit 99.1 NOT FOR IMMEDIATE RELEASE Berkeley Lights Reports Preliminary Full Year 2022 Revenue Results EMERYVILLE, Calif – January 9, 2023 – Berkeley Lights, Inc. (Nasdaq: BLI), a life sciences tools company, today announced preliminary unaudited revenue results for the full year ended December 31, 2022. Total revenue for the full year 2022 is expected to be in the range of $78.0 million to $78 |
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| January 9, 2023 |
Berkeley Lights Reports Preliminary Full Year 2022 Revenue Results Exhibit 99.1 NOT FOR IMMEDIATE RELEASE Berkeley Lights Reports Preliminary Full Year 2022 Revenue Results EMERYVILLE, Calif – January 9, 2023 – Berkeley Lights, Inc. (Nasdaq: BLI), a life sciences tools company, today announced preliminary unaudited revenue results for the full year ended December 31, 2022. Total revenue for the full year 2022 is expected to be in the range of $78.0 million to $78 |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 9, 2023 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Identif |
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| January 4, 2023 |
Filed by Berkeley Lights, Inc. Filed by Berkeley Lights, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: IsoPlexis Corporation Commission File No.: 001-40894 Date: January 4, 2023 The following is an email sent by the Siddartha Kadia, the Chief Executive Officer of Berkeley Lights, Inc. (?Berkeley Lights?), to the employees |
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| December 23, 2022 |
Filed by Berkeley Lights, Inc. Filed by Berkeley Lights, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: IsoPlexis Corporation Commission File No.: 001-40894 Date: December 23, 2022 The following communication was made available by Siddhartha Kadia, the Chief Executive Officer of Berkeley Lights, Inc. (“Berkeley Lights”), on |
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| December 23, 2022 |
Filed by Berkeley Lights, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: IsoPlexis Corporation Commission File No.: 001-40894 Date: December 22, 2022 The following is a presentation made to the employees of Berkeley Lights, Inc. (“Berkeley Lights”) by Berkeley Lights management on December 22, |
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| December 23, 2022 |
Filed by Berkeley Lights, Inc. Filed by Berkeley Lights, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: IsoPlexis Corporation Commission File No.: 001-40894 Date: December 22, 2022 The following is a transcript of the joint conference call and webcast hosted by Berkeley Lights, Inc. (“Berkeley Lights”) and IsoPlexis Corpora |
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| December 22, 2022 |
Filed by Berkeley Lights, Inc. Filed by Berkeley Lights, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: IsoPlexis Corporation Commission File No.: 001-40894 Date: December 21, 2022 The following communication was made available by Berkeley Lights, Inc. (“Berkeley Lights”) on Twitter on December 21, 2022 The following commun |
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| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2022 Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39388 35-2415390 (State or other jurisdiction (Commission (IRS Employer of |
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| December 21, 2022 |
Exhibit 99.4 EMPLOYEE FAQ About The Acquisition 1. Why is Berkeley Lights acquiring IsoPlexis? • Berkeley Lights and IsoPlexis are leaders in the functional assessment of live cells and are united in our dedication to changing the course of human health and enabling scientific breakthroughs. Between the two companies we have both cutting edge and highly complementary platforms and technology portf |
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| December 21, 2022 |
Exhibit 99.3 From: Siddhartha Kadia To: All Employees Date: Wednesday, December 21, 2022 Subject: Berkeley Lights to Acquire IsoPlexis Dear Berkeley Lights team, Today we are taking a pivotal step toward building a growing, profitable, and sustainable life sciences company by acquiring IsoPlexis. This will bring together two industry pioneers with talented teams and proven capabilities, united in |
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| December 21, 2022 |
Exhibit 10.2 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 21, 2022, is by and among Berkeley Lights, Inc., a Delaware corporation (“Parent”), Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), IsoPlexis Corporation, a Delaware corporation (the “Company”), and the Persons listed on the attached Schedule A who ar |
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| December 21, 2022 |
Exhibit 99.4 EMPLOYEE FAQ About The Acquisition 1. Why is Berkeley Lights acquiring IsoPlexis? • Berkeley Lights and IsoPlexis are leaders in the functional assessment of live cells and are united in our dedication to changing the course of human health and enabling scientific breakthroughs. Between the two companies we have both cutting edge and highly complementary platforms and technology portf |
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| December 21, 2022 |
Exhibit 10.2 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 21, 2022, is by and among Berkeley Lights, Inc., a Delaware corporation (“Parent”), Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), IsoPlexis Corporation, a Delaware corporation (the “Company”), and the Persons listed on the attached Schedule A who ar |
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| December 21, 2022 |
Exhibit 99.1 Berkeley Lights to Acquire IsoPlexis, Creating a Premier Functional Cell Biology Company Complementary Technologies, Customer Bases, and Commercial Channels to Strengthen Leadership in High-Growth, Single-Cell Biology Significant Cost Synergies to Increase Profitability and Accelerate Breakeven Horizon in 2024, Earlier Than Berkeley Lights Expected as a Standalone Entity Companies to |
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| December 21, 2022 |
Exhibit 99.3 From: Siddhartha Kadia To: All Employees Date: Wednesday, December 21, 2022 Subject: Berkeley Lights to Acquire IsoPlexis Dear Berkeley Lights team, Today we are taking a pivotal step toward building a growing, profitable, and sustainable life sciences company by acquiring IsoPlexis. This will bring together two industry pioneers with talented teams and proven capabilities, united in |
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| December 21, 2022 |
EX-99.2 6 ny20006362x1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Berkeley Lights to Acquire IsoPlexis Investor Presentation December 21, 2022 Forward-Looking Statements Certain statements in this communication regarding the proposed transaction between Berkeley Lights and IsoPlexis, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for |
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| December 21, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of December 21, 2022 Among ISOPLEXIS CORPORATION, BERKELEY LIGHTS, INC. and ICELAND MERGER SUB INC. TABLE OF CONTENTS Page Article I Definitions; Interpretation Section 1.01. Definitions 6 Section 1.02. Other Defined Terms 14 Section 1.03. Interpretation 16 Article II The Merger Section 2.01. The Merger 17 Section 2.02. Closing 17 Section 2.03. Eff |
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| December 21, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER Dated as of December 21, 2022 Among ISOPLEXIS CORPORATION, BERKELEY LIGHTS, INC. and ICELAND MERGER SUB INC. TABLE OF CONTENTS Page Article I Definitions; Interpretation Section 1.01. Definitions 6 Section 1.02. Other Defined Terms 14 Section 1.03. Interpretation 16 Article II The Merger Section 2.01. The Merger 17 Section 2.02. Closing 17 Section 2.03. Eff |
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| December 21, 2022 |
Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 21, 2022, is by and among Berkeley Lights, Inc., a Delaware corporation (“Parent”), Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), IsoPlexis Corporation, a Delaware corporation (the “Company”), and Igor Y. Khandros and Susan Bloch (collectively, the |
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| December 21, 2022 |
Exhibit 99.2 Berkeley Lights to Acquire IsoPlexis Investor Presentation December 21, 2022 Forward-Looking Statements Certain statements in this communication regarding the proposed transaction between Berkeley Lights and IsoPlexis, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any oth |
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| December 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2022 Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39388 35-2415390 (State or other jurisdiction (Commission (IRS Employer of |
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| December 21, 2022 |
Exhibit 99.1 Berkeley Lights to Acquire IsoPlexis, Creating a Premier Functional Cell Biology Company Complementary Technologies, Customer Bases, and Commercial Channels to Strengthen Leadership in High-Growth, Single-Cell Biology Significant Cost Synergies to Increase Profitability and Accelerate Breakeven Horizon in 2024, Earlier Than Berkeley Lights Expected as a Standalone Entity Companies to |
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| December 21, 2022 |
Exhibit 10.1 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of December 21, 2022, is by and among Berkeley Lights, Inc., a Delaware corporation (“Parent”), Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), IsoPlexis Corporation, a Delaware corporation (the “Company”), and Igor Y. Khandros and Susan Bloch (collectively, the |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 16, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Ident |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 8, 2022 |
Berkeley Lights Reports Third Quarter 2022 Financial Results EXHIBIT 99.1 Berkeley Lights Reports Third Quarter 2022 Financial Results EMERYVILLE, Calif., November 8, 2022 – Berkeley Lights, Inc. (Nasdaq: BLI), a leader in digital cell biology, today reported financial results for the quarter ended September 30, 2022. Recent Highlights •Delivered total revenue of $21.4 million for the third quarter of 2022, representing a decrease of 12% compared to the thi |
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| November 8, 2022 |
Employment Offer Letter by and between Berkeley Lights, Inc. and Scott Chaplin Exhibit 10.2 September 6, 2022 Scott Chaplin Dear Scott, We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations, or understandings, whether written, oral or implied, between you and the Company. 1.Title. You are being offered a full-time, exempt positi |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 8, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| September 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 16, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Iden |
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| September 19, 2022 |
Berkeley Lights Announces Appointment of Scott Chaplin as Chief Legal Officer Exhibit 99.1 FOR IMMEDIATE RELEASE Berkeley Lights Announces Appointment of Scott Chaplin as Chief Legal Officer EMERYVILLE, Calif., September 19, 2022 - Berkeley Lights, Inc. (Nasdaq: BLI), a leader in digital cell biology, today announced that Scott Chaplin has been named the Company?s chief legal officer and corporate secretary, effective immediately. Mr. Chaplin will have overall responsibilit |
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| September 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 31, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Identif |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 9, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. E |
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| August 9, 2022 |
Employment Offer Letter by and between Berkeley Lights Exhibit 10.5 July 11, 2022 Mehul Joshi Dear Mehul, We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the ?Company?) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company. 1.Title. You are being offered a full-time, exempt position as t |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 9, 2022 |
EXHIBIT 99.1 Berkeley Lights Reports Second Quarter 2022 Financial Results Company outlines near-term strategic plan to generate positive operating cashflow by early 2025 EMERYVILLE, Calif. August 9, 2022 ? Berkeley Lights, Inc. (Nasdaq: BLI), a leader in digital cell biology, today reported financial results for the quarter ended June 30, 2022. Financial Highlights ?Delivered total revenue of $19 |
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| July 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 July 24, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Identific |
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| July 26, 2022 |
Berkeley Lights Announces Mehul Joshi as New Chief Financial Officer Exhibit 99.1 Berkeley Lights Announces Mehul Joshi as New Chief Financial Officer EMERYVILLE, Calif. ? July 25, 2022 ? Berkeley Lights, Inc. (Nasdaq: BLI), a leader in digital cell biology, today announced that Mehul Joshi has been named chief financial officer (CFO), effective immediately. ?We are excited to have Mehul join Berkeley Lights and further strengthen our executive leadership team,? sa |
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| June 1, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 26, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation) (I.R.S. Employer Identifica |
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| May 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 9, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. Empl |
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| May 9, 2022 |
Transition and Separation Agreement by and between Berkeley Lights, Inc. and Kurt Wood EXHIBIT 10.2 TRANSITION AND RELEASE AGREEMENT This Transition and Release Agreement (the ?Agreement?) is entered into by and between Kurt Wood (?Employee?) and Berkeley Lights, Inc. (the ?Company?), dated as of March 8, 2022 (the ?Agreement Date?) and effective as of the eighth (8th) day following the date on which Employee signs this Agreement if not revoked in accordance with Section 6(g) below |
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| May 9, 2022 |
Change in Control and Severance Agreement by and between Berkeley Lights and Siddhartha Kadia EXHIBIT 10.4 BERKELEY LIGHTS, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the ?Agreement?) is made and entered into by and between Siddhartha Kadia, PhD (?Executive?) and Berkeley Lights, Inc. (the ?Company?), effective as of the date Executive commences employment with the Company (the ?Effective Date?). Background A.The Board of Directors of the |
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| May 9, 2022 |
Berkeley Lights Reports First Quarter 2022 Financial Results EXHIBIT 99.1 Berkeley Lights Reports First Quarter 2022 Financial Results EMERYVILLE, Calif. May 9, 2022 ? Berkeley Lights, Inc. (Nasdaq: BLI), a leader in digital cell biology, today reported financial results for the quarter ended March 31, 2022. Recent Highlights ?Delivered total revenue of $20.2 million for the first quarter of 2022, representing growth of 8.5% year over year ?Signed a strateg |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 9, 2022 |
Employment Agreement by and between Berkeley Lights and Siddhartha Kadia EXHIBIT 10.3 BERKELEY LIGHTS INC. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), entered into as of March 8, 2022 and is effective as of such date provided that employment will not commence until tthe Effective Date (as defined below), is between Berkeley Lights, Inc., a Delaware corporation (the ?Company?) and Siddhartha Kadia, PhD (?Executive? and, together with the Company, t |
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| April 15, 2022 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| March 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 March 7, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. Em |
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| March 9, 2022 |
Berkeley Lights Announces Appointment of Dr. Siddhartha Kadia as Chief Executive Officer Exhibit 99.1 Berkeley Lights Announces Appointment of Dr. Siddhartha Kadia as Chief Executive Officer EMERYVILLE, Calif. ? March 9, 2022 ? Berkeley Lights, Inc. (Nasdaq: BLI) (?Berkeley Lights? or the ?Company?) a leader in digital cell biology, today announced it has appointed Dr. Siddhartha Kadia as its new chief executive officer (CEO), effective immediately. Dr. Kadia succeeds Eric D. Hobbs, P |
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| March 3, 2022 |
Power of Attorney. Reference is made to the signature page to the Registration Statement. As filed with the Securities and Exchange Commission on March 2, 2022 Registration No. |
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| March 3, 2022 |
Calculation of Filing Fee Table. Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Berkeley Lights, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1?Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.00 |
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| March 2, 2022 |
Transition and Separation Agreement by and between Berkeley Lights, Inc. and Eric Hobbs Exhibit 10.1 TRANSITION AND SEPARATION AGREEMENT This Transition and Separation Agreement (the ?Agreement?) by and between Eric Hobbs, Ph.D. (?Executive?) and Berkeley Lights, Inc., a Delaware corporation (the ?Company?), is made effective as of the eighth day following the date Executive signs this Agreement (the ?Effective Date?) with reference to the following facts: A. Executive?s services to |
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| March 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 26, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| February 28, 2022 |
Subsidiaries of Berkeley Lights, Inc. Exhibit 21.1 List of Subsidiaries of Berkeley Lights, Inc. Name Jurisdiction of Incorporation or Organization BLI Europe International, Ltd. United Kingdom BLI International LLC United States Berkeley Lights Life Science People's Republic of China (Shanghai) Co., Ltd. Berkeley Lights Life Science Singapore (Singapore) Pte., Ltd. |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-393 |
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| February 24, 2022 |
EXHIBIT 99.1 Berkeley Lights Reports Fourth Quarter and Full Year 2021 Financial Results Reports full year 2021 revenue of $85.4 million, above pre-announced preliminary range Reiterates 2022 revenue outlook EMERYVILLE, Calif. February 24, 2022 ? Berkeley Lights, Inc. (Nasdaq: BLI), a leader in digital cell biology, today reported financial results for the fourth quarter and full year ended Decemb |
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| February 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 24, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| February 14, 2022 |
BLI / Berkeley Lights Inc / SC US (TTGP), LTD. - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Berkeley Lights, Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Sec |
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| February 9, 2022 |
BLI / Berkeley Lights Inc / ARK Investment Management LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| February 9, 2022 |
BLI / Berkeley Lights Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Berkeley Lights Inc. Title of Class of Securities: Common Stock CUSIP Number: 084310101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Ru |
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| February 4, 2022 |
BLI / Berkeley Lights Inc / KHANDROS IGOR Y - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1)* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 BERKELEY LIGHTS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 0843101 |
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| February 4, 2022 |
AGREEMENT REGARDING JOINT FILING OF STATEMENTS ON SCHEDULE 13G 13G Page 9 of 9 EXHIBIT 99.1 AGREEMENT REGARDING JOINT FILING OF STATEMENTS ON SCHEDULE 13G This Agreement Regarding Joint Filing of Statements on Schedule 13G dated as of February 4, 2022 (the ?Agreement?) will confirm the agreement by and among the undersigned that the Statement on Schedule 13G filed on or about this date and any further amendments thereto with respect to the beneficial ownershi |
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| January 5, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Berkeley Lights Announces CEO Transition and Preliminary Full Year 2021 Financial Update Company Provides 2022 Revenue Growth Outlook EMERYVILLE, Calif. ? Jan. 5, 2022 (GLOBE NEWSWIRE) ? Berkeley Lights, Inc., (Nasdaq: BLI), (?BLI? or ?the Company?), a leader in digital cell biology, today announced that Eric D. Hobbs, Ph.D. will transition from his role as chief |
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| January 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 January 5, 2022 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| December 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 December 15, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 4, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| November 4, 2021 |
EXHIBIT 99.1 Berkeley Lights Reports Third Quarter 2021 Financial Results Record third quarter 2021 revenue grew 34% year over year EMERYVILLE, Calif. November 4, 2021 ? Berkeley Lights, Inc. (Nasdaq: BLI), a leader in Digital Cell Biology, today reported financial results for the quarter ended September 30, 2021. Recent Highlights ?Grew total revenue to a record of $24.3 million for the third qua |
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| October 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 October 12, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| October 12, 2021 |
EXHIBIT 99.1 Berkeley Lights Reports Preliminary Third Quarter 2021 Results Record quarterly revenue and instrument placements Company to report third quarter 2021 financial results on November 4, 2021 EMERYVILLE, Calif. ? October 12, 2021 ? Berkeley Lights, Inc. (Nasdaq: BLI), a leader in digital cell biology, today reported preliminary, unaudited revenue for the quarter ended September 30, 2021. |
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| September 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 16, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R. |
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| September 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 September 7, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| August 11, 2021 |
As filed with the Securities and Exchange Commission on August 11, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 11, 2021 Registration No. |
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| August 11, 2021 |
Exhibit 4.4 BERKELEY LIGHTS, INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2.2. Establishme |
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| August 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 11, 2021 |
EXHIBIT 99.1 Berkeley Lights Reports Second Quarter 2021 Financial Results Second quarter revenue grew 82% year over year EMERYVILLE, Calif. August 11, 2021 ? Berkeley Lights, Inc. (Nasdaq: BLI), a leader in Digital Cell Biology, today reported financial results for the quarter ended June 30, 2021. Recent Highlights ?Grew total revenue to $19.3 million for the second quarter of 2021, representing |
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| August 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 11, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| July 7, 2021 |
Exhibit 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Agreement?) is entered into as of June 30, 2021, by and between EAST WEST BANK (?Bank?) and BERKELEY LIGHTS, INC. (?Borrower?). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the t |
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| July 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 June 30, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. Em |
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| June 10, 2021 |
BLI / Berkeley Lights Inc / ARK Investment Management LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 24, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| May 18, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 14, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| May 11, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 11, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. Emp |
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| May 11, 2021 |
EX-99.1 2 exhibit991q1-21results.htm EX-99.1 EXHIBIT 99.1 Berkeley Lights Reports First Quarter 2021 Financial Results Q1 2021 revenue increased 35% year over year EMERYVILLE, Calif. May 11, 2021 – Berkeley Lights, Inc. (Nasdaq: BLI), a leader in Digital Cell Biology, today reported financial results for the quarter ended March 31, 2021. Recent Highlights •Total revenue of $18.6 million for the fi |
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| May 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 May 7, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S. Empl |
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| April 1, 2021 |
DEFA14A 1 additionalproxymaterialsde.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit |
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| April 1, 2021 |
Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| March 17, 2021 |
As filed with the Securities and Exchange Commission on March 17, 2021 Registration No. |
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| March 12, 2021 |
Subsidiaries of Berkeley Lights, Inc. Exhibit 21.1 List of Subsidiaries of Berkeley Lights, Inc. Name Jurisdiction of Incorporation or Organization BLI Europe International, Ltd. United Kingdom BLI International LLC United States Berkeley Lights Life Science People's Republic of China (Shanghai) Co., Ltd. |
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| March 12, 2021 |
EXHIBIT 4.5 DESCRIPTION OF BERKELEY LIGHT INC.?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Berkeley Lights, Inc. (?BLI?) has common stock, $0.00005 par value per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and listed on The Nasdaq Global Select Market under the trading symbol ?BLI.? Common Sto |
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| March 12, 2021 |
Non-Employee Director Compensation Program. Exhibit 10.4 Berkeley Lights, Inc. Non-Employee Director Compensation Policy (As Updated February 18, 2021) Purpose The purpose of this Non-Employee Director Compensation Policy (this ?Policy?) is to establish the cash and equity compensation for non-employee members of the Board of Directors (the ?Board?) of Berkeley Lights, Inc. (the ?Company?) in a manner that aligns their interests with those |
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| March 12, 2021 |
Separation Agreement, by and between Berkeley Lights, Inc. and Shaun Holt. Exhibit 10.8(b) SEPARATION AGREEMENT AND GENERAL RELEASE 1.Purpose of Agreement. The intent of this Separation Agreement and General Release ("Agreement") is to mutually, amicably and finally resolve and compromise all issues and claims surrounding the employment of Shaun Holt ("Employee") with Berkeley Lights, Inc. ("Employer") and the end of that employment relationship. This Agreement becomes e |
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| March 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-393 |
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| March 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1 - Exit Filing)* BERKELEY LIGHTS, INC. (Name of Issuer) Common Stock, par value $0.00005 (Title of Class of Securities) 084310101 (CUSIP Number) March 1, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 25, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 25, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| February 25, 2021 |
EX-99.1 2 exhibit991q4-20results.htm EX-99.1 EXHIBIT 99.1 Berkeley Lights Reports Fourth Quarter and Full Year 2020 Results and Provides Outlook for Full Year 2021 Fourth quarter 2020 revenue growth of 31% over same period of 2019 EMERYVILLE, Calif. February 25, 2021 – Berkeley Lights, Inc. (Nasdaq: BLI), a leader in Digital Cell Biology, today reported financial results for the fourth quarter and |
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| February 17, 2021 |
SC 13G United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Berkeley Lights, Inc. (Name of Issuer) Common Stock, par value $0.00005 (Title of Class of Se |
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| February 16, 2021 |
AGREEMENT REGARDING JOINT FILING OF STATEMENTS ON SCHEDULE 13G EX-99.1 CUSIP No. 084310101 13G Page 9 of 9 EXHIBIT 99.1 AGREEMENT REGARDING JOINT FILING OF STATEMENTS ON SCHEDULE 13G This Agreement Regarding Joint Filing of Statements on Schedule 13G dated as of February 16, 2021 (the “Agreement”) will confirm the agreement by and among the undersigned that the Statement on Schedule 13G filed on or about this date and any further amendments thereto with respe |
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| February 16, 2021 |
SC 13G United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Berkeley Lights, Inc. (Name of Issuer) Common Stock, par value $0.00005 (Title of Class of Se |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )1 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 BERKELEY LIGHTS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 084310101 (CUSIP |
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| February 16, 2021 |
EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. |
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| February 16, 2021 |
SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Berkeley Lights, Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securi |
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| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 February 2, 2021 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39388 35-2415390 (State or other jurisdiction of incorporation or organizatio |
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| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* BERKELEY LIGHTS, INC. (Name of Issuer) Common Stock, par value $0.00005 (Title of Class of Securities) 084310101 (CUSIP Number) February 15, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| November 19, 2020 |
Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-250114 Prospectus 3,000,000 shares Berkeley Lights, Inc. Common stock The selling stockholders identified in this prospectus are offering an aggregate of 3,000,000 shares of our common stock. We are not selling any shares under this prospectus and we will not receive any proceeds from the sale of any shares by the selling stoc |
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| November 16, 2020 |
Form of Underwriting Agreement. Exhibit 1.1 BERKELEY LIGHTS, INC. [?] Shares of Common Stock Underwriting Agreement November [?], 2020 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o |
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| November 16, 2020 |
CORRESP J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 November 16, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Laura Crotty Re: Berkeley Lights, Inc. R |
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| November 16, 2020 |
As filed with the Securities and Exchange Commission on November 16, 2020. Table of Contents As filed with the Securities and Exchange Commission on November 16, 2020. |
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| November 16, 2020 |
CORRESP Berkeley Lights, Inc. 5858 Horton Street, Suite 320 Emeryville, California 94608 November 16, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Laura Crotty Re: Berkeley Lights, Inc. Registration Statement on Form S-1 Ladies and Gentlemen: In accordance with Rule |
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| November 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 12, 2020 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2415390 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| November 12, 2020 |
Berkeley Lights Reports Financial Results for Third Quarter of Fiscal Year 2020 EXHIBIT 99.1 Berkeley Lights Reports Financial Results for Third Quarter of Fiscal Year 2020 EMERYVILLE, Calif. November 12, 2020 – Berkeley Lights, Inc. (Nasdaq: BLI), a leader in Digital Cell Biology, today reported financial results for the quarter ended September 30, 2020. Recent Highlights •Total revenue of $18.2 million for the third quarter, representing a 16% increase over the same period |
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| November 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 6, 2020 |
DRS Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY BERKELEY LIGHTS, INC. PURSUANT TO 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on November 6, 2020. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 3 |
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| September 22, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2020 Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39388 35-2515390 (State or other jurisdiction of incorporation) (Commissio |
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| August 25, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 25, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 August 25, 2020 Date of Report (Date of earliest event reported) Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 35-2515390 (State or other jurisdiction of incorporation or organization) (I.R.S. |
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| August 25, 2020 |
Berkeley Lights Reports Financial Results for Second Quarter of Fiscal Year 2020 EXHIBIT 99.1 Berkeley Lights Reports Financial Results for Second Quarter of Fiscal Year 2020 EMERYVILLE, Calif. August 25, 2020 – Berkeley Lights, Inc. (Nasdaq: BLI), a leader in Digital Cell Biology, today reported financial results for the quarter ended June 30, 2020. Recent Highlights •Total revenue of $10.6 million including four platform placements •Completed initial public offering, raising |
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| July 22, 2020 |
S-8 As filed with the Securities and Exchange Commission on July 21, 2020 Registration No. |
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| July 21, 2020 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2020 Berkeley Lights, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39388 35-2515390 (State or other jurisdiction of incorporation) (Commission |
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| July 21, 2020 |
Amended and Restated Bylaws of Berkeley Lights, Inc. EX-3.2 Exhibit 3.2 Amended and Restated Bylaws of Berkeley Lights, Inc. (a Delaware corporation) Table of Contents Page Article I—Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II—Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Procedures f |
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| July 21, 2020 |
Amended and Restated Certificate of Incorporation of Berkeley Lights, Inc. EX-3.1 Exhibit 3.1 BERKELEY LIGHTS, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Berkeley Lights, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of the Corporation is Berkeley Lights, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the |
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| July 17, 2020 |
424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-239487 Registration No. 333-239893 Prospectus 8,100,000 shares Berkeley Lights, Inc. Common stock This is the initial public offering of shares of common stock by Berkeley Lights, Inc. We are offering 8,100,000 shares of our common stock. The initial public offering price is $22.00 per share. Prior to this offering, ther |
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| July 16, 2020 |
FORM S-1MEF As filed with the Securities and Exchange Commission on July 16, 2020 Registration No. |
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| July 16, 2020 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 15, 2020. |
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| July 14, 2020 |
CORRESP Berkeley Lights, Inc. 5858 Horton Street, Suite 320 Emeryville, California 94608 July 14, 2020 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance Office of Healthcare & Insurance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Julie Sherman Angela Connell Christopher Edwards Christine Westbrook Re: Berkeley Lights, Inc. Registrat |
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| July 14, 2020 |
CORRESP J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 July 14, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Berkeley Lights, Inc. Registration Statement o |
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| July 14, 2020 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BERKELEY LIGHTS, INC. (Exact name of registrant as specified in its charter) Delaware 35-2515390 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identificatio |
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| July 13, 2020 |
Employment Agreement, by and between Berkeley Lights, Inc. and Shaun Holt. EX-10.8 Exhibit 10.8 October 8, 2015 Shaun M. Holt [#] Dear Shaun, We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company. 1. Title and Duties. You are being offered a ful |
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| July 13, 2020 |
EX-3.1 Exhibit 3.1 BERKELEY LIGHTS, INC. RESTATED CERTIFICATE OF INCORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Berkeley Lights, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows. 1. The name |
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| July 13, 2020 |
EX-3.5 Exhibit 3.5 Amended and Restated Bylaws of Berkeley Lights, Inc. (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Procedur |
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| July 13, 2020 |
Amendment No. 1 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 13, 2020. Registration No. 333-239487 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BERKELEY LIGHTS, INC. (Exact name of registrant as specified in its charter) Delaware 3826 35-25153 |
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| July 13, 2020 |
Form of Restricted Stock Unit Award Grant Notice under the 2020 Incentive Award Plan. EX-10.2(d) Exhibit 10.2(d) BERKELEY LIGHTS, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Berkeley Lights, Inc., a Delaware corporation, (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). |
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| July 13, 2020 |
EX-3.2 Exhibit 3.2 BERKELEY LIGHTS, INC. RESTATED CERTIFICATE OF INCORPORATION (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Berkeley Lights, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows. 1. The name |
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| July 13, 2020 |
EX-10.12(a) Exhibit 10.12(a) LEASE by and between EMERY STATION JOINT VENTURE, LLC (LANDLORD), and BERKELEY LIGHTS, INC. (TENANT) EmeryStation 1 Building 5858 Horton St. Emeryville, California THIS LEASE (“Lease”), dated for reference purposes as of November 3,2014 (“Effective Date”), is entered by and between Berkeley Lights, Inc., a Delaware corporation, as Tenant, and Emery Station Joint Ventur |
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| July 13, 2020 |
Form of Indemnification Agreement for directors and officers. EX-10.5 Exhibit 10.5 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2020 by and between Berkeley Lights, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company |
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| July 13, 2020 |
Berkeley Lights, Inc. 2020 Incentive Award Plan. EX-10.2(a) Exhibit 10.2(a) BERKELEY LIGHTS, INC. 2020 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the following words and |
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| July 13, 2020 |
EX-3.3 Exhibit 3.3 BERKELEY LIGHTS, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Berkeley Lights, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows: The name of the Corporation is Berkeley Lights, Inc. The original Certificate of Incorporation of the corporation was filed with the Secretary of State of the |
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| July 13, 2020 |
Employment Agreement, by and between Berkeley Lights, Inc. and Keith Breinlinger, Ph.D. EX-10.9 Exhibit 10.9 February 14, 2012 Keith J. Breinlinger, PH.D [#] Dear Keith, We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company. 1. Title and Duties. You are bein |
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| July 13, 2020 |
Employment Agreement, by and between Berkeley Lights, Inc. and Eric Hobbs, Ph.D. EX-10.7 Exhibit 10.7 April 4, 2013 Eric D. Hobbs, Ph.D [#] Dear Eric, We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company. 1. Title and Duties. You are being offered a |
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| July 13, 2020 |
Employment Agreement, by and between Berkeley Lights, Inc. and Stuart Merkadeau. EX-10.10 Exhibit 10.10 May 6, 2015 Stuart L. Merkadeau Sent via Email: [#] Dear Stuart, We are pleased to extend to you an offer of employment with Berkeley Lights, Inc. (the “Company”) as set forth below. This written agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company. 1. Title and Duties. You ar |
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| July 13, 2020 |
Form of Common Stock Certificate. EX-4.2 Exhibit 4.2 |
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| July 13, 2020 |
Form Executive Change in Control Severance Agreement EX-10.6 Exhibit 10.6 BERKELEY LIGHTS, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENT This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (“Executive”) and Berkeley Lights, Inc. (the “Company”), effective as of [the latest date set forth by the signatures of the parties hereto below]/[the date Executive commences employment with the Company] |
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| July 13, 2020 |
EX-10.12(d) Exhibit 10.12(d) OFFICE/LABORATORY LEASE BETWEEN EMERY STATION OFFICE II, LLC (LANDLORD) AND BERKELEY LIGHTS, INC. (TENANT) 5980 Horton Street Emeryville, California CONTENTS Page ARTICLE 1 BASIC LEASE PROVISIONS 1 1.1 BASIC LEASE PROVISIONS 1 1.2 ENUMERATION OF EXHIBITS AND RIDER 5 1.3 DEFINITIONS 5 ARTICLE 2 PREMISES, TERM, FAILURE TO GIVE POSSESSION, AND PARKING 11 2.1 LEASE OF PREM |
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| July 13, 2020 |
Non-Employee Director Compensation Program. EX-10.4 Exhibit 10.4 BERKELEY LIGHTS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Berkeley Lights, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2020 Incentive Award Plan (the “Plan”) and shall be effective upon the closing of the Company’s initial public offering of its common stock (the “IPO”). Capitalized terms not |
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| July 13, 2020 |
Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan. EX-10.2(b) Exhibit 10.2(b) BERKELEY LIGHTS, INC. 2020 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Berkeley Lights, Inc., a Delaware corporation, (the “Company”), pursuant to its 2020 Incentive Award Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s Common Stock (the “Share |
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| July 13, 2020 |
Form of Restricted Stock Award Agreement under the 2020 Incentive Award Plan. EX-10.2(c) Exhibit 10.2(c) BERKELEY LIGHTS, INC. 2020 INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE Berkeley Lights, Inc., a Delaware corporation, (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”) the number of shares of the Company’s Common Stock set forth below (the “Share |
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| July 13, 2020 |
2020 Employee Stock Purchase Plan. EX-10.3 Exhibit 10.3 BERKELEY LIGHTS, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. The Plan co |
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| July 13, 2020 |
Form of Underwriting Agreement. EX-1.1 Exhibit 1.1 Execution Version BERKELEY LIGHTS, INC. [•] Shares of Common Stock Underwriting Agreement July [•], 2020 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Morgan Stanley & Co. LLC 1585 Broadway New York |
