---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-012827"
form_type: "8-K"
ticker: null
cik: "0001689657"
company_name: "PhenomeX Inc."
filed_at: "2023-03-21T23:59:59+00:00"
generated_at: "2026-06-17T22:19:28.794894+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Berkeley Lights completes IsoPlexis merger, forms PhenomeX; ticker changes to CELL

## Summary
- Merger closed; IsoPlexis shareholders received 0.612 BLI shares per ISO share; former BLI and ISO shareholders own ~75.2% and ~24.8% of combined company.
- Combined 2022 revenue ~$95M; installed base >400 instruments; IP estate >600 patents; target $70M in cost synergies.
- PhenomeX enters into $70M credit facility with East West Bank, repays $50M of IsoPlexis debt.
- Warrant to purchase 496,560 shares of PhenomeX at $9.80/share assumed from IsoPlexis.
- Name change to PhenomeX; shares to trade under CELL starting March 22, 2023.

## SEC filing metadata
- accession: 0001140361-23-012827
- form_type: 8-K
- cik: 0001689657
- company_name: PhenomeX Inc.
- filed_at: 2023-03-21T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1689657/000114036123012827/0001140361-23-012827-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1689657/000114036123012827/brhc10050009_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-012827
- JSON: https://secwatch.observer/filing/0001140361-23-012827.json
- Plain text: https://secwatch.observer/filing/0001140361-23-012827.txt

## Key facts
- Debt Financings
  PhenomeX Inc. incurred term loan of $70 million with East West Bank.
  - Instrument: term loan
  - Principal: $70 million
  - Counterparty: East West Bank
  - Event: incurrence
  source text: On March 21, 2023, PhenomeX entered into a Second Amended and Restated Loan and Security Agreement (the “ PhenomeX Credit Agreement ”) with East West Bank, a California banking corporation (“ East West Bank ”), as lender, and the other parties thereto, which amends and restates that certain Amended and Restated Loan and Security Agreement, dated as of June 30, 2022 (the “ Existing Berkeley Lights Credit Agreement ”), to (i) continue certain existing term loan indebtedness under the Existing Berkeley Lights Credit Agreement, (ii) increase the term loan under the Existing Berkeley Lights Credit Agreement by $50 million, such that the aggregate outstanding principal amount of the term loan thereunder is $70 million
  evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000114036123012827/0001140361-23-012827-index.htm
- Governance Changes
  PhenomeX Inc.: Amended and restated bylaws solely to reflect the name change to PhenomeX Inc (effective 2023-03-21).
  - Change: bylaw amendment
  - Effective: 2023-03-21
  source text: In connection with the Name Change, the Company’s Amended and Restated Bylaws were amended and restated (the “ A&R Bylaws ”), effective on the Closing Date, solely to reflect the Name Change.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000114036123012827/0001140361-23-012827-index.htm
- Governance Changes
  PhenomeX Inc.: Amended and Restated Certificate of Incorporation to change company name from Berkeley Lights, Inc. to PhenomeX Inc (effective 2023-03-21).
  - Change: charter amendment
  - Effective: 2023-03-21
  source text: On the Closing Date, Berkeley Lights filed a Certificate of Amendment (the “ Certificate of Amendment ”) to its Amended and Restated Certificate of Incorporation. The Certificate of Amendment changes the Company’s name to “PhenomeX Inc.” (the “ Name Change ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000114036123012827/0001140361-23-012827-index.htm
- M&A Transactions
  PhenomeX Inc. completed an acquisition involving IsoPlexis Corporation for 0.6120 shares of PhenomeX Common Stock per share of IsoPlexis Common Stock, plus cash in lieu of fractional shares (closed 2023-03-21).
  - Action: acquisition
  - Counterparty: IsoPlexis Corporation
  - Consideration: 0.6120 shares of PhenomeX Common Stock per share of IsoPlexis Common Stock, plus cash in lieu of fractional shares
  - Closing: 2023-03-21
  source text: to Berkeley Lights) (other than Merger Sub and unless held in a fiduciary, representative or other capacity on behalf of other persons)) was converted into the right to receive 0.6120 fully paid and nonassessable shares (the “ Exchange Ratio ”) of PhenomeX Common Stock (the “ Merger Consideration ”), together with cash in lieu of fractional shares of PhenomeX
  evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000114036123012827/0001140361-23-012827-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.