secwatch / observer
8-K filed October 2, 2023, 7:59 PM ET CIK 0001689657
M&A confidence high sentiment neutral materiality 1.00

PhenomeX Inc.: M&A transaction — Bruker closes $1.00/share all-cash acquisition of PhenomeX; delisting from Nasdaq

PhenomeX Inc.

item 2.01item 3.01item 5.01item 5.02item 5.03item 3.03item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Peter Silvester

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
Departed

Greg Lucier

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Greg Lucier, Jessica Hopfield, Elizabeth Nelson, Michael Mortitz, Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
Departed

Igor Khandros

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
Appointed

Mark Munch

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
each of Mark Munch, Gerald Herman and Brent Alldredge became a director of the Company.
Appointed

Mark Munch

Other Named Officer
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
each of Mark Munch, Brent Alldredge, and Jie Kong became the executive officers of the Company.
Departed

Elizabeth Nelson

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Elizabeth Nelson, Michael Mortitz, Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
Appointed

Brent Alldredge

Other Named Officer
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
each of Mark Munch, Brent Alldredge, and Jie Kong became the executive officers of the Company.
Appointed

Jie Kong

Other Named Officer
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
each of Mark Munch, Brent Alldredge, and Jie Kong became the executive officers of the Company.
Departed

Siddhartha Kadia

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Siddhartha Kadia, Greg Lucier, Jessica Hopfield, Elizabeth Nelson, Michael Mortitz, Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
Departed

John Chiminski

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
Departed

Jessica Hopfield

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Jessica Hopfield, Elizabeth Nelson, Michael Mortitz, Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
Departed

Michael Mortitz

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
Michael Mortitz, Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
Appointed

Gerald Herman

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
each of Mark Munch, Gerald Herman and Brent Alldredge became a director of the Company.
Appointed

Brent Alldredge

Director
PhenomeX Inc.
Effective
2023-10-02
Filed
October 2, 2023, 7:59 PM ET
each of Mark Munch, Gerald Herman and Brent Alldredge became a director of the Company.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Peter Silvester departed as Director at PhenomeX Inc..

Action
ceased to be a director
Role
Director
Exact text from the filing
Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Greg Lucier departed as Director at PhenomeX Inc..

Action
ceased to be a director
Role
Director
Exact text from the filing
Greg Lucier, Jessica Hopfield, Elizabeth Nelson, Michael Mortitz, Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Igor Khandros departed as Director at PhenomeX Inc..

Action
ceased to be a director
Role
Director
Exact text from the filing
Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Mark Munch was appointed as Director at PhenomeX Inc..

Action
became a director
Role
Director
Exact text from the filing
each of Mark Munch, Gerald Herman and Brent Alldredge became a director of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Mark Munch was appointed as other_named_officer at PhenomeX Inc..

Action
became an executive officer
Exact text from the filing
each of Mark Munch, Brent Alldredge, and Jie Kong became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Elizabeth Nelson departed as Director at PhenomeX Inc..

Action
ceased to be a director
Role
Director
Exact text from the filing
Elizabeth Nelson, Michael Mortitz, Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Brent Alldredge was appointed as other_named_officer at PhenomeX Inc..

Action
became an executive officer
Exact text from the filing
each of Mark Munch, Brent Alldredge, and Jie Kong became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jie Kong was appointed as other_named_officer at PhenomeX Inc..

Action
became an executive officer
Exact text from the filing
each of Mark Munch, Brent Alldredge, and Jie Kong became the executive officers of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Siddhartha Kadia departed as Director at PhenomeX Inc..

Action
ceased to be a director
Role
Director
Exact text from the filing
Siddhartha Kadia, Greg Lucier, Jessica Hopfield, Elizabeth Nelson, Michael Mortitz, Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

John Chiminski departed as Director at PhenomeX Inc..

Action
ceased to be a director
Role
Director
Exact text from the filing
John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jessica Hopfield departed as Director at PhenomeX Inc..

Action
ceased to be a director
Role
Director
Exact text from the filing
Jessica Hopfield, Elizabeth Nelson, Michael Mortitz, Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Michael Mortitz departed as Director at PhenomeX Inc..

Action
ceased to be a director
Role
Director
Exact text from the filing
Michael Mortitz, Igor Khandros, John Chiminski, and Peter Silvester, each a director of the Company as of immediately prior to the Effective Time, ceased to be a director of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Gerald Herman was appointed as Director at PhenomeX Inc..

Action
became a director
Role
Director
Exact text from the filing
each of Mark Munch, Gerald Herman and Brent Alldredge became a director of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Brent Alldredge was appointed as Director at PhenomeX Inc..

Action
became a director
Role
Director
Exact text from the filing
each of Mark Munch, Gerald Herman and Brent Alldredge became a director of the Company.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PhenomeX Inc.: Bylaws amended and restated in their entirety in connection with the Merger, including to reflect the name change to Bruker Cellular Analysis, Inc (effective 2023-10-02).

Change
bylaw amendment
Effective
2023-10-02
Exact text from the filing
the bylaws of the Company were amended and restated in their entirety, including to reflect the Name Change
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

PhenomeX Inc.: Certificate of incorporation amended and restated in its entirety in connection with the Merger, including changing the company name to Bruker Cellular Analysis, Inc (effective 2023-10-02).

Change
charter amendment
Effective
2023-10-02
Exact text from the filing
the Company’s certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

PhenomeX Inc. underwent a change of control involving Bruker Corporation for $1.00 per Share (closed 2023-10-02).

Action
change of control
Counterparty
Bruker Corporation
Consideration
$1.00 per Share
Closing
2023-10-02
Exact text from the filing
☐ Introductory Note On October 2, 2023, Bruker Corporation, a Delaware corporation (“ Parent ”), completed its previously announced acquisition of PhenomeX Inc., a Delaware corporation (the “ Company ”), pursuant to the Agreement and Plan of Merger, dated as of August 17, 2023 (the “ Merger Agreement ”), by and among the Company, Parent and Bird Mergersub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”).
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001193125-23-248475
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