8-K
filed March 22, 2023, 7:59 PM ET
CIK 0001615055
M&A
confidence high
sentiment neutral
materiality 0.90
IsoPlexis Corp: M&A transaction — IsoPlexis completes merger with Berkeley Lights; shares converted at 0.6120 ratio
IsoPlexis Corp
- Merger closed March 21, 2023; each IsoPlexis share converted into 0.6120 Berkeley Lights shares.
- IsoPlexis entered a $70M term loan with East West Bank, increasing prior facility by $50M.
- IsoPlexis repaid $50M in debt under existing credit agreement, incurring $2M prepayment fees.
- Board of directors replaced; CEO and other officers terminated with severance payments.
- IsoPlexis common stock delisted from Nasdaq; filing Form 15 to terminate SEC registration.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jason Myers departed as Director at IsoPlexis Corp.
- Action
- ceased to be members
- Role
- Director
Exact text from the filing
each of John Conley, James Heath, Gregory Ho, Sean Mackay, Jason Myers, Nachum Shamir, Daniel Wagner and Adam Wieschhaus ceased to be members of the board of directors of IsoPlexis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott Chaplin was appointed as Director at IsoPlexis Corp.
- Action
- became members
- Role
- Director
Exact text from the filing
the members of the board of directors of Merger Sub, consisting of Scott Chaplin and J. Paul McClaskey, became the members of the board of directors of IsoPlexis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. Paul McClaskey was appointed as Director at IsoPlexis Corp.
- Action
- became members
- Role
- Director
Exact text from the filing
the members of the board of directors of Merger Sub, consisting of Scott Chaplin and J. Paul McClaskey, became the members of the board of directors of IsoPlexis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel Wagner departed as Director at IsoPlexis Corp.
- Action
- ceased to be members
- Role
- Director
Exact text from the filing
each of John Conley, James Heath, Gregory Ho, Sean Mackay, Jason Myers, Nachum Shamir, Daniel Wagner and Adam Wieschhaus ceased to be members of the board of directors of IsoPlexis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Heath departed as Director at IsoPlexis Corp.
- Action
- ceased to be members
- Role
- Director
Exact text from the filing
each of John Conley, James Heath, Gregory Ho, Sean Mackay, Jason Myers, Nachum Shamir, Daniel Wagner and Adam Wieschhaus ceased to be members of the board of directors of IsoPlexis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rajesh Khakhar was terminated as other_named_officer at IsoPlexis Corp.
- Action
- terminated
Exact text from the filing
each of Rajesh Khakhar, Richard Rew and John Strahley will enter into a separation and release agreement, (ii) effective as of immediately following the Effective Time, such individuals’ employment with IsoPlexis terminated without cause
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gregory Ho departed as Director at IsoPlexis Corp.
- Action
- ceased to be members
- Role
- Director
Exact text from the filing
each of John Conley, James Heath, Gregory Ho, Sean Mackay, Jason Myers, Nachum Shamir, Daniel Wagner and Adam Wieschhaus ceased to be members of the board of directors of IsoPlexis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Conley departed as Director at IsoPlexis Corp.
- Action
- ceased to be members
- Role
- Director
Exact text from the filing
each of John Conley, James Heath, Gregory Ho, Sean Mackay, Jason Myers, Nachum Shamir, Daniel Wagner and Adam Wieschhaus ceased to be members of the board of directors of IsoPlexis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nachum Shamir departed as Director at IsoPlexis Corp.
- Action
- ceased to be members
- Role
- Director
Exact text from the filing
each of John Conley, James Heath, Gregory Ho, Sean Mackay, Jason Myers, Nachum Shamir, Daniel Wagner and Adam Wieschhaus ceased to be members of the board of directors of IsoPlexis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adam Wieschhaus departed as Director at IsoPlexis Corp.
- Action
- ceased to be members
- Role
- Director
Exact text from the filing
each of John Conley, James Heath, Gregory Ho, Sean Mackay, Jason Myers, Nachum Shamir, Daniel Wagner and Adam Wieschhaus ceased to be members of the board of directors of IsoPlexis
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Rew was terminated as other_named_officer at IsoPlexis Corp.
- Action
- terminated
Exact text from the filing
each of Rajesh Khakhar, Richard Rew and John Strahley will enter into a separation and release agreement, (ii) effective as of immediately following the Effective Time, such individuals’ employment with IsoPlexis terminated without cause
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Strahley was terminated as other_named_officer at IsoPlexis Corp.
- Action
- terminated
Exact text from the filing
each of Rajesh Khakhar, Richard Rew and John Strahley will enter into a separation and release agreement, (ii) effective as of immediately following the Effective Time, such individuals’ employment with IsoPlexis terminated without cause
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sean Mackay departed as Director at IsoPlexis Corp.
- Action
- ceased to be members
- Role
- Director
Exact text from the filing
each of John Conley, James Heath, Gregory Ho, Sean Mackay, Jason Myers, Nachum Shamir, Daniel Wagner and Adam Wieschhaus ceased to be members of the board of directors of IsoPlexis
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
IsoPlexis Corp underwent a change of control involving Berkeley Lights, Inc. for 0.6120 fully paid and nonassessable shares of common stock, par value $0.00005, of Berkeley Lights Common Stock (closed 2023-03-21).
- Action
- change of control
- Counterparty
- Berkeley Lights, Inc.
- Consideration
- 0.6120 fully paid and nonassessable shares of common stock, par value $0.00005, of Berkeley Lights Common Stock
- Closing
- 2023-03-21
Exact text from the filing
or 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 common stock, par value $0.00005, of Berkeley Lights (“Berkeley Lights Common Stock”) (the “Merger Consideration”),
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
IsoPlexis Corp terminated Credit Agreement and Guaranty, dated as of December 30, 2020 (as amended, the “IsoPlexis Credit Agreement”) with Perceptive Credit Holdings III, LP valued at terminated the IsoPlexis Credit Agreement and paid all outstanding indebtedness, terminated all comm (effective 2023-03-22).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Perceptive Credit Holdings III, LP
- Value
- terminated the IsoPlexis Credit Agreement and paid all outstanding indebtedness, terminated all comm
- Effective
- 2023-03-22
Exact text from the filing
On the Closing Date, in connection with the consummation of the Merger, IsoPlexis terminated the Credit Agreement and Guaranty, dated as of December 30, 2020 (as amended by that certain First Amendment to Credit Agreement and Guaranty, dated as of May 27, 2021, that certain Second Amendment to Credit Agreement and Guaranty, dated as of October 29, 2021, that certain Third Amendment to Credit Agreement and Guaranty, dated as of March 30, 2022, and that certain Fourth Amendment to Credit Agreement and Guaranty, dated as of December 28, 2022, the “IsoPlexis Credit Agreement”), by and among IsoPlexis, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Perceptive Credit Holdings III, LP (“Perceptive”), as administrative agent and as a lender, which provided for senior secured financing of up to $50.0 million, consisting of (i) a $25.0 million Tranche A term loan, (ii) a $10.0 million Tranche B term loan, (iii) a $7.5 million Tranche
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
IsoPlexis Corp entered into Second Amended and Restated Loan and Security Agreement (PhenomeX Credit Agreement) with East West Bank valued at continued certain existing term loan indebtedness of Berkeley Lights, increased term loan by $50 mil (effective 2023-03-22).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- East West Bank
- Value
- continued certain existing term loan indebtedness of Berkeley Lights, increased term loan by $50 mil
- Effective
- 2023-03-22
Exact text from the filing
On the Closing Date, IsoPlexis entered into that certain Second Amended and Restated Loan and Security Agreement (the “PhenomeX Credit Agreement”) with PhenomeX, as borrower, 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”), by and among PhenomeX, as borrower, East West Bank, as lender, and the other parties thereto, to (i) continue certain existing term loan indebtedness of Berkeley Lights 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, and (iii) repay $50 million of indebtedness of IsoPlexis under the IsoPlexis Credit Agreement (as defined below).
View on SEC.gov
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