Item 8.01 Other Events.
As previously disclosed, on December 21, 2022, IsoPlexis Corporation, a Delaware
corporation ("IsoPlexis"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Berkeley Lights, Inc., a Delaware corporation
("Berkeley Lights"), and Iceland Merger Sub Inc., a Delaware corporation and a
wholly owned subsidiary of Berkeley Lights ("Merger Sub"), pursuant to which,
upon the terms and subject to the conditions set forth in the Merger Agreement
and in accordance with the Delaware General Corporation Law, Merger Sub will be
merged with and into IsoPlexis (the "Merger"), with IsoPlexis surviving the
Merger as a wholly owned subsidiary of Berkeley Lights. On February 13, 2023,
IsoPlexis filed a definitive proxy statement with the Securities and Exchange
Commission ("SEC") in connection with the proposed Merger (as supplemented on
February 16, 2023 and March 2, 2023), which also constitutes a prospectus of
Berkeley Lights (the "Joint Proxy Statement/Prospectus").
Since the initial filing of the Joint Proxy Statement/Prospectus, five
complaints have been filed in federal courts in New York and Delaware by
purported IsoPlexis stockholders against IsoPlexis and the members of the
IsoPlexis board of directors (the "IsoPlexis Board") in connection with the
Merger: Dunbar v. IsoPlexis Corporation., et al., Case No. 1:23-cv-00899 (filed
February 2, 2023) (S.D.N.Y.); Cataldi v. IsoPlexis Corporation, et al., Case No.
1:23-cv-00981 (filed February 6, 2023) (S.D.N.Y.); Weiss v. IsoPlexis
Corporation, et al., Case No. 1:23-cv-01463 (filed February 22, 2023)
(S.D.N.Y.); O'Neill v. IsoPlexis Corporation, et al., Case No.
1:23-cv-00197-UNA (filed February 22, 2023) (D. Del.); and McDaniels v.
IsoPlexis Corporation, et al., Case No. 1:23-cv-01544 (filed February 23, 2023)
(S.D.N.Y.). (collectively, the "Stockholder Litigation"). Each of the complaints
in the Stockholder Litigation include allegations that, among other things, the
registration statement on Form S-4 filed by Berkeley Lights in connection with
the proposed merger on January 30, 2023 (the "Initial Form S-4") and/or the
Joint Proxy Statement/Prospectus omitted certain material information in
violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14a-9 promulgated under the Exchange Act,
rendering such document, as applicable, false and misleading. Additionally,
attorneys representing several purported IsoPlexis stockholders and a purported
Berkeley Lights stockholder have sent demand letters alleging similar
insufficiencies in the disclosures in the Joint Proxy Statement/Prospectus (such
letters, the "Demand Letters", and together with the Stockholder Litigation, the
"Litigation Matters").
The complaints filed in the Stockholder Litigation seek various remedies, which
include, among other things: (i) enjoining the defendants from proceeding with
the proposed Merger unless and until the defendants disclose certain allegedly
material information that was allegedly omitted from the Initial Form S-4 and/or
the Joint Proxy Statement/Prospectus; (ii) rescinding the Merger Agreement or
any of the terms thereof to the extent already implemented or granting
rescissory damages; (iii) awarding the plaintiffs the costs and disbursements of
the action, including reasonable attorneys' and expert fees and expenses; (iv)
directing the defendants to account to the plaintiff for all damages suffered as
a result of the alleged wrongdoing; (v) declaring that the defendants violated
Sections 14(a) and/or 20(a) of the Exchange Act; and (vi) granting such other
and further relief as the court may deem just and proper.
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IsoPlexis and Berkeley Lights believe that the allegations contained in the
Litigation Matters are without merit and that no further disclosures are
required to supplement the Joint Proxy Statement/Prospectus under applicable
laws. However, in order to avoid the risk of the Litigation Matters delaying or
adversely affecting the Merger and to minimize the costs, risks and
uncertainties inherent in litigation, and without admitting any liability or
wrongdoing, IsoPlexis and Berkeley Lights have determined to voluntarily make
the following supplemental disclosures to the Joint Proxy Statement/Prospectus,
as described in this Current Report on Form 8-K. Nothing in this Current Report
on Form 8-K shall be deemed an admission of the legal necessity or materiality
under applicable laws of any of the disclosures set forth herein. To the
contrary, IsoPlexis and Berkeley Lights specifically deny all allegations in the
Litigation Matters and that any additional disclosure was or is required.
These supplemental disclosures will not change the consideration to be paid to
IsoPlexis stockholders in connection with the Merger or the timing of the
special meeting of IsoPlexis stockholders (the "Special Meeting") to be held on
March 16, 2023, at 11:00 a.m. (Eastern Time), virtually via the internet at
meetnow.global/MXPL9X4. The IsoPlexis Board continues to unanimously recommend
that you vote "FOR" the proposals to be voted on at the Special Meeting
described in the Proxy Statement.
Supplemental Disclosures to the Joint Proxy Statement/Prospectus in Connection
with the Litigation Matters
The following disclosures in this Current Report on Form 8-K supplement the
disclosures contained in the Joint Proxy Statement/Prospectus and should be read
in conjunction with the disclosures contained in the Joint Proxy
Statement/Prospectus, which in turn should be read in its entirety. All page
references are to the Joint Proxy Statement/Prospectus, and terms used below,
unless otherwise defined, shall have the meanings ascribed to such terms in the
Joint Proxy Statement/Prospectus.
The disclosure in the section entitled "The Merger" under the heading "Opinion
of Berkeley Lights' Financial Advisor-Financial Analyses", beginning on page 86
of the Joint Proxy Statement/Prospectus, is hereby amended as follows:
The first paragraph under the sub-heading "-Selected Publicly Traded Companies
Analyses-IsoPlexis" on page 87 is amended and supplemented by deleting the
second sentence of such paragraph, including the list of selected companies.
The first sentence of the third paragraph under the sub-heading "-Selected
Publicly Traded Companies Analyses-IsoPlexis" on page 87 is amended and
supplemented as follows and by adding the following list of selected companies
and related information after such sentence and moving the second and third
sentences of such paragraph thereunder (with new text underlined and in bold):
The overall low to high calendar year 2023, calendar year 2024 and calendar year
2025 estimated revenue multiples observed for the selected companies were 2.04x
to 6.21x (with a mean of 4.42x and a median of 4.72x), 1.56x to 5.13x (with a
mean of 3.54x and a median of 3.73x) and 1.49x to 4.24x (with a mean of 3.02x
and a median of 3.18x), respectively, as indicated below (individual multiples
are referenced below for informational purposes, with "NM" denoting not
meaningful):
CY2023E CY2024E CY2025E
Selected Companies Revenue Multiples Revenue Multiples Revenue Multiples
• 10x Genomics, Inc. 6.21x 5.13x 4.24x
• Akoya Biosciences, Inc. 4.48x 3.50x 3.04x
• Cytek Biosciences, Inc. 4.95x 3.95x 3.32x
• NanoString 2.04x 1.56x 1.49x
Technologies, Inc.
• Singular Genomics
Systems, Inc. NM NM NM
The second sentence of the third paragraph under the sub-heading "-Selected
Publicly Traded Companies Analyses-IsoPlexis" on page 87 is amended and
supplemented as follows (with new text underlined and in bold and deleted text
marked with a strikethrough):
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Cowen then applied selected the observed ranges (rounded) of calendar year 2023,
calendar year 2024 and calendar year 2025 estimated revenue multiples derived
from the selected companies of 2.00x to 6.25x, 1.50x to 5.25x and 1.50x to
4.25x, respectively, selected based on Cowen's professional judgment, to
corresponding data of IsoPlexis based on the Berkeley Lights-adjusted IsoPlexis
unaudited projections.
The first sentence of the eighth paragraph under the sub-heading "-Selected
Publicly Traded Companies Analyses" on page 88 is amended and supplemented as
follows (with new text underlined and in bold):
Although the selected companies were used for comparison purposes, none of those
companies is directly comparable to IsoPlexis or Berkeley Lights nor, except for
the ranges of multiples applied in the selected publicly traded companies
analyses described above, were individual multiples derived for the selected
companies independently determinative of the results derived from such analyses.
The third sentence of the paragraph under the sub-heading "-Discounted Cash Flow
Analyses-IsoPlexis" on page 88 is amended and supplemented as follows (with new
text underlined and in bold and deleted text marked with a strikethrough):
Cowen calculated implied terminal values for IsoPlexis by applying to the fiscal
year 2027 estimated revenue of IsoPlexis a selected range of terminal revenue
multiples of 3.00x to 5.00x selected based on Cowen's professional judgment.
The fourth sentence of the paragraph under the sub-heading "-Discounted Cash
Flow Analyses-IsoPlexis" on page 88 is amended and supplemented as follows (with
new text underlined and in bold):
The present values (as of September 30, 2022) of the cash flows and terminal
values were then calculated using a selected range of discount rates of 13.25%
to 17.25% derived from a weighted average cost of capital calculation.
The third sentence of the paragraph under the sub-heading "-Discounted Cash Flow
Analyses-Berkeley Lights" on page 88 is amended and supplemented as follows
(with new text underlined and in bold and deleted text marked with a
strikethrough):
Cowen calculated implied terminal values for Berkeley Lights by applying to the
fiscal year 2027 estimated revenue of Berkeley Lights a selected range of
terminal revenue multiples of 3.00x to 5.00x selected based on
Cowen's professional judgment.
The fourth sentence of the paragraph under the sub-heading "-Discounted Cash
Flow Analyses-Berkeley Lights" on page 88 is amended and supplemented as follows
(with new text underlined and in bold):
The present values (as of September 30, 2022) of the cash flows and terminal
values were then calculated using a selected range of discount rates of 19.25%
to 23.25% derived from a weighted average cost of capital calculation.
The disclosure in the section entitled "The Merger" under the heading "Opinion
of IsoPlexis' Financial Advisor-Summary of Evercore's Financial Analyses",
beginning on page 93 of the Joint Proxy Statement/Prospectus, is hereby amended
as follows:
The following paragraph on page 93, under the sub-heading "-Discounted Cash Flow
Analyses-IsoPlexis-Standalone", is amended and restated by replacing such
paragraph in its entirety with the following (with new text underlined and in
bold):
--------------------------------------------------------------------------------
Evercore performed a discounted cash flow analysis of IsoPlexis to calculate the
estimated present value of the standalone, unlevered, after-tax free cash flows
that IsoPlexis was forecasted to generate during calendar years 2023 through
2031 based on the IsoPlexis forecasts, including the impact of future equity
raise based on the Financing Estimates, the cost of stock based compensation of
IsoPlexis (which was treated as a cash expense) based on the SBC Estimates and
the impact of certain tax attributes of IsoPlexis based on the Tax Attributes
Estimates. Evercore calculated terminal values for IsoPlexis by applying
perpetuity growth rates of 4.0% to 5.0%, which range was selected based on
Evercore's professional judgment and experience, to a terminal year estimate of
the unlevered, after-tax free cash flows that IsoPlexis was forecasted to
generate based on the IsoPlexis forecasts. The cash flows and terminal values in
each case were then discounted to present value as of December 31, 2022 using
discount rates ranging from 17.0% to 19.0%, representing an estimate of
IsoPlexis' weighted average cost of capital, as estimated by Evercore based on
its professional judgment and experience and based on the capital asset pricing
model, which requires certain company-specific inputs, including debt to equity
ratio, debt to total capitalization ratio, pre-tax cost of debt, and levered and
unlevered betas, as well as certain financial metrics for the United States
financial markets generally. Based on this range of implied enterprise values,
IsoPlexis' estimated net debt of approximately $14 million as of December 31,
2022, and the estimated number of fully diluted outstanding shares of IsoPlexis
common stock of approximately 174,800,000 as of December 16, 2022 (including the
impact of future equity raise based on the Financing Estimates), in each case as
provided to Evercore by IsoPlexis management, this analysis indicated a range of
implied equity values per share of IsoPlexis common stock of $1.78 to $2.34,
compared to the closing price of IsoPlexis common stock of $0.75 per share on
December 20, 2022.
The following paragraph on page 93, under the sub-heading "-Discounted Cash Flow
Analyses-Berkeley Lights-Standalone", is amended and restated by replacing such
paragraph in its entirety with the following (with new text underlined and in
bold):
Evercore performed a discounted cash flow analysis of Berkeley Lights to
calculate the estimated present value of the standalone, unlevered, after-tax
free cash flows that Berkeley Lights was forecasted to generate during calendar
years 2023 through 2031 based on the IsoPlexis forecasts, including the cost of
stock based compensation of Berkeley Lights (which was treated as a cash
expense) based on the SBC Estimates and the impact of certain tax attributes of
Berkeley Lights based on the Tax Attributes Estimates. Evercore calculated
terminal values for Berkeley Lights by applying perpetuity growth rates of 4.0%
to 5.0%, which range was selected based on Evercore's professional judgment and
experience, to a terminal year estimate of the unlevered, after-tax free cash
flows that Berkeley Lights was forecasted to generate based on the IsoPlexis
forecasts. The cash flows and terminal values in each case were then discounted
to present value as of December 31, 2022 using discount rates ranging from 17.0%
to 19.0%, representing an estimate of Berkeley Lights' weighted average cost of
capital, as estimated by Evercore based on its professional judgment and
experience and based on the capital asset pricing model, which requires certain
company-specific inputs, including debt to equity ratio, debt to total
capitalization ratio, pre-tax cost of debt, and levered and unlevered betas, as
well as certain financial metrics for the United States financial markets
generally. Based on this range of implied enterprise values, Berkeley Lights'
estimated net debt of approximately negative $111 million as of December 31,
2022, and the estimated number of fully diluted outstanding shares of Berkeley
Lights common stock of approximately 77,000,000 as of December 16, 2022, in each
case as provided to Evercore by IsoPlexis management, this analysis indicated a
range of implied equity values per share of Berkeley Lights common stock of
$2.67 to $3.36, compared to the closing price of Berkeley Lights common stock of
$2.28 per share on December 20, 2022.
The following paragraph on page 93, under the sub-heading "-Discounted Cash Flow
Analyses-Berkeley Lights-Pro Forma", is amended and restated by replacing such
paragraph in its entirety with the following (with new text underlined and in
bold):
Evercore performed a discounted cash flow analysis of Berkeley Lights on a pro
forma basis giving effect to the merger to calculate the estimated present value
of the unlevered, after-tax free cash flows that Berkeley Lights on a pro forma
basis giving effect to the merger was forecasted to generate during calendar
years 2023 through 2031 based on the IsoPlexis forecasts, taking into account
the projected Synergies, and including the cost of stock based compensation of
Berkeley Lights on a pro forma basis (which was treated as a cash expense) based
on the SBC Estimates and the impact of certain tax attributes of Berkeley Lights
on a pro forma basis based on the Tax Attributes Estimates. Evercore calculated
terminal values for Berkeley Lights on a pro forma basis by applying perpetuity
growth rates of 4.0% to 5.0%, which range was selected based on Evercore's
professional judgment and experience, to a terminal year estimate of the
unlevered, after-tax free cash flows that Berkeley Lights on a pro forma basis
was forecasted to generate based on the IsoPlexis forecasts. The cash flows and
terminal values in each case were then discounted to present value as of
December 31, 2022 using discount rates ranging from 17.0% to 19.0%, representing
an estimate of the weighted average cost of capital of Berkeley Lights on a pro
forma basis, as estimated by Evercore based on its professional judgment and
experience and based on the capital asset pricing model, which requires certain
company-specific inputs, including debt to equity ratio, debt to total
capitalization ratio, pre-tax cost of debt, and levered and unlevered betas, as
well as certain financial metrics for the United States financial markets
generally. Based on this range of implied enterprise values, the estimated net
debt of Berkeley Lights of approximately negative $97 million on a pro forma
basis as of December 31, 2022, and the estimated number of fully diluted
outstanding shares of Berkeley Lights common stock on a pro forma basis (based
on the number of fully diluted outstanding shares of Berkeley Lights common
stock of approximately 102,100,000 as of December 16, 2022 plus the estimated
number of shares of Berkeley Lights common stock to be issued to holders of
shares of IsoPlexis common stock based on the exchange ratio of 0.6120x pursuant
to the merger agreement), in each case as provided to Evercore by IsoPlexis
management, this analysis indicated (i) an aggregate equity value for Berkeley
Lights on a pro forma basis giving effect to the merger (at the mid-point of the
perpetuity growth rates and discount rates) of $826 million and (ii) a range of
implied equity values per share of Berkeley Lights common stock on a pro forma
basis giving effect to the merger of $7.22 to $9.17.
--------------------------------------------------------------------------------
The second paragraph on page 95, under the sub-heading "-Selected Publicly
Traded Companies Analysis", is amended and restated by replacing such paragraph
in its entirety with the following (with new text underlined and in bold and
deleted text marked with a strikethrough):
The following table lists the selected companies consisted of and sets forth the
TEV/2023E Revenue (as defined below) for each selected company:
Selected Companies TEV/2023E Revenue
908 Devices Inc. 1.7x
Akoya Biosciences, Inc. 4.5x
Biodesix, Inc. 1.6x
NanoString Technologies, Inc. 2.0x
Quanterix Corporation 1.0x
Standard BioTools Inc. 1.8x
Telesis Bio Inc. 0.1x
The following paragraph on page 95, under the sub-heading "-Selected Publicly
Traded Companies Analysis-IsoPlexis", is amended and restated by replacing such
paragraph in its entirety with the following (with new text underlined and in
bold):
Based on the multiples it derived for the selected companies and based on its
professional judgment and experience, Evercore applied TEV/2023E Revenue
multiple reference ranges of 1.6x to 2.1x to IsoPlexis' estimated calendar year
2023 revenue, based on the IsoPlexis forecasts, to derive an implied enterprise
value reference range for IsoPlexis. Evercore then subtracted IsoPlexis'
estimated net debt of approximately $14 million as of December 31, 2022, and
divided by the estimated number of fully diluted outstanding shares of IsoPlexis
common stock of approximately 41,400,000 as of December 16, 2022, in each case
as provided to Evercore by IsoPlexis management, to calculate a reference range
of implied equity values per share of IsoPlexis common stock. This analysis
indicated a range of implied equity values per share of IsoPlexis common stock
of $0.69 to $1.01, compared to the closing price of IsoPlexis common stock of
$0.75 per share on December 20, 2022.
The following paragraph and table on page 96, under the sub-heading "-Precedent
Transactions Analysis", is amended and restated by replacing such paragraph and
table in their entirety with the following (with new text underlined and in bold
and deleted text marked with a strikethrough):
Evercore reviewed, to the extent publicly available, financial information
related to the following selected transactions involving publicly traded target
companies in the life sciences tools, diagnostics and medical technology
industries. The selected transactions reviewed by Evercore, and the month and
year each was announced and the TEV/LTM Revenue (as defined below) for each
selected transaction, were as follows:
Announced Target Acquiror TEV/LTM Revenue
Oct-22 SeaSpine Holdings Corporation Orthofix Medical Inc. 1.2x
Apr-21 Luminex Corporation DiaSoring S.p.A. 4.1x
Oct-18 Merck KGaA (Flow Cytometry Business) Luminex Corporation 1.7x
May-16 Nanosphere, Inc. Luminex Corporation 3.6x
Jan-16 Affymetrix, Inc. Thermo Fisher 3.7x
Scientific Ant.
--------------------------------------------------------------------------------
The following paragraph on page 96, under the sub-heading "-Selected Publicly
Traded Companies Analysis-Berkeley Lights", is amended and restated by replacing
such paragraph in its entirety with the following (with new text underlined and
in bold):
Based on the multiples it derived for the selected companies and based on its
professional judgment and experience, Evercore applied TEV/2023E Revenue
multiple reference ranges of 1.6x to 2.1x to Berkeley Lights' estimated calendar
year 2023 revenue, based on the IsoPlexis forecasts, to derive an implied
enterprise value reference range for Berkeley Lights. Evercore then subtracted
Berkeley Lights' estimated net debt of approximately negative $111 million as of
December 31, 2022, and divided by the estimated number of fully diluted
outstanding shares of Berkeley Lights common stock of approximately 76,800,000
as of December 16, 2022, in each case as provided to Evercore by IsoPlexis
management, to calculate a reference range of implied equity values per share of
Berkeley Lights common stock. This analysis indicated a range of implied equity
values per share of Berkeley Lights common stock of $3.26 to $3.84, compared to
the closing price of Berkeley Lights common stock of $2.28 per share on December
20, 2022.
The following paragraph on page 97, under the sub-heading "-Precedent
Transactions Analysis-IsoPlexis", is amended and restated by replacing such
paragraph in its entirety with the following (with new text underlined and in
bold):
Based on the multiples it derived from the selected transactions and based on
its professional judgment and experience, Evercore selected a reference range of
TEV/LTM Revenue multiples of 2.4x to 3.4x and applied this range of multiples to
IsoPlexis' estimated calendar year 2022 revenue, based on the IsoPlexis
forecasts, to derive an implied enterprise value reference range for IsoPlexis.
Evercore then subtracted IsoPlexis' estimated net debt of approximately $14
million as of December 31, 2022, and divided by the estimated number of fully
diluted outstanding shares of IsoPlexis common stock of approximately 41,400,000
as of December 16, 2022, in each case as provided to Evercore by IsoPlexis
management, to calculate a reference range of implied equity values per share of
IsoPlexis common stock. This analysis indicated a range of implied equity values
per share of IsoPlexis common stock of $0.80 to $1.27, compared to the closing
price of IsoPlexis common stock of $0.75 per share on December 20, 2022.
The following paragraph on page 97, under the sub-heading "-Precedent
Transactions Analysis-Berkeley Lights", is amended and restated by replacing
such paragraph in its entirety with the following (with new text underlined and
in bold):
Based on the multiples it derived from the selected transactions and based on
its professional judgment and experience, Evercore selected a reference range of
TEV/LTM Revenue multiples of 2.4x to 3.4x and applied this range of multiples to
Berkeley Lights' estimated calendar year 2022 revenue, based on the IsoPlexis
forecasts, to derive an implied enterprise value reference range for Berkeley
Lights. Evercore then subtracted Berkeley Lights' estimated net debt of
approximately negative $111 million as of December 31, 2022, and divided by the
estimated number of fully diluted outstanding shares of Berkeley Lights common
stock of approximately 76,800,000 as of December 16, 2022, in each case as
provided to Evercore by IsoPlexis management, to calculate a reference range of
implied equity values per share of Berkeley Lights common stock. This analysis
indicated a range of implied equity values per share of Berkeley Lights common
stock of $4.11 to $5.23, compared to the closing price of Berkeley Lights common
stock of $2.28 per share on December 20, 2022.
The following paragraph on page 98, under the sub-heading "-Analysts' Price
Targets-IsoPlexis and Berkeley Lights", is amended and restated by replacing
such paragraph in its entirety with the following (with new text underlined and
in bold):
Evercore reviewed selected publicly available share price targets (3 for
IsoPlexis common stock and 4 for Berkeley Lights common stock) of research
analysts' estimates known to Evercore as of December 19, 2022, noting that the
low and high share price targets ranged from (i) $2.00 to $5.00 for IsoPlexis
common stock and (ii) $5.00 to $18.00 for Berkeley Lights common stock. This
analysis indicated an implied exchange ratio of 0.333x based on the median of
analyst price targets of $3.00 for IsoPlexis and $9.00 for Berkeley Lights,
compared to the exchange ratio of 0.6120x pursuant to the merger agreement.
Public market trading price targets published by equity research analysts do not
necessarily reflect current market trading prices for the shares of IsoPlexis
common stock and the shares of Berkeley Lights common stock and these target
prices and the analysts' earnings estimates on which they were based are subject
to risk and uncertainties, including factors affecting the financial performance
of IsoPlexis, Berkeley Lights and future general industry and market conditions.
--------------------------------------------------------------------------------
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 other statements regarding Berkeley
Lights' and IsoPlexis' future expectations, beliefs, plans, objectives,
financial conditions, assumptions or future events or performance that are not
historical facts are "forward-looking" statements made within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are often,
but not always, made through the use of words or phrases such as "may",
"believe," "anticipate," "would," "could", "should," "intend," "seek," "plan,"
"will," "expect(s)," "estimate(s)," "predict(s)," "project(s)," "target(s),"
"forecast(s)", "continue(s)," "contemplate(s)," "positioned," "potential,"
"strategy," "outlook," "forward," "continuing," "ongoing" and similar
expressions. All such forward-looking statements involve estimates and
assumptions that are subject to risks, uncertainties and other factors that
could cause actual results to differ materially from the results expressed in
the statements. Among the key factors that could cause actual results to differ
materially from those projected in the forward-looking statements are the
following: the risk that the proposed transaction may not be completed in a
timely manner or at all? the failure to receive, on a timely basis or otherwise,
the required approvals of the proposed transaction by both Berkeley Lights'
stockholders and IsoPlexis' stockholders? the possibility that any or all of the
various conditions to the consummation of the proposed transaction may not be
. . .
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