--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-248475" form_type: "8-K" ticker: null cik: "0001689657" company_name: "PhenomeX Inc." filed_at: "2023-10-02T23:59:59+00:00" generated_at: "2026-06-10T06:23:55.995841+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Bruker closes $1.00/share all-cash acquisition of PhenomeX; delisting from Nasdaq ## Summary - Bruker Corp. acquired PhenomeX for $1.00/share in cash; 81.5% of outstanding shares (81.3M) tendered in the offer. - All remaining shares, options, RSUs, and restricted stock converted to cash at $1.00/share; appraisal rights available. - Former CEO Siddhartha Kadia and all prior directors/officers replaced; Mark Munch appointed President. - Company renamed Bruker Cellular Analysis, Inc.; Nasdaq delisting and SEC deregistration requested. - Amended certificate of incorporation and bylaws filed with Delaware Secretary of State effective Oct 2, 2023. ## SEC filing metadata - accession: 0001193125-23-248475 - form_type: 8-K - cik: 0001689657 - company_name: PhenomeX Inc. - filed_at: 2023-10-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 5.01, 5.02, 5.03, 3.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/d496355d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-248475 - JSON: https://secwatch.observer/filing/0001193125-23-248475.json - Plain text: https://secwatch.observer/filing/0001193125-23-248475.txt ## Key facts - Executive change Peter Silvester departed as Director at PhenomeX Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Greg Lucier departed as Director at PhenomeX Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Igor Khandros departed as Director at PhenomeX Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Mark Munch was appointed as Director at PhenomeX Inc.. - Action: became a director - Role: Director source text: each of Mark Munch, Gerald Herman and Brent Alldredge became a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Mark Munch was appointed as other_named_officer at PhenomeX Inc.. - Action: became an executive officer source text: each of Mark Munch, Brent Alldredge, and Jie Kong became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Elizabeth Nelson departed as Director at PhenomeX Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Brent Alldredge was appointed as other_named_officer at PhenomeX Inc.. - Action: became an executive officer source text: each of Mark Munch, Brent Alldredge, and Jie Kong became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Jie Kong was appointed as other_named_officer at PhenomeX Inc.. - Action: became an executive officer source text: each of Mark Munch, Brent Alldredge, and Jie Kong became the executive officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Siddhartha Kadia departed as Director at PhenomeX Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change John Chiminski departed as Director at PhenomeX Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Jessica Hopfield departed as Director at PhenomeX Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Michael Mortitz departed as Director at PhenomeX Inc.. - Action: ceased to be a director - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Gerald Herman was appointed as Director at PhenomeX Inc.. - Action: became a director - Role: Director source text: each of Mark Munch, Gerald Herman and Brent Alldredge became a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Executive change Brent Alldredge was appointed as Director at PhenomeX Inc.. - Action: became a director - Role: Director source text: each of Mark Munch, Gerald Herman and Brent Alldredge became a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Governance Changes 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 source text: the bylaws of the Company were amended and restated in their entirety, including to reflect the Name Change evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - Governance Changes 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 source text: the Company’s certificate of incorporation as in effect immediately prior to the Merger was amended and restated in its entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm - M&A Transactions 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 source text: ☐ 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1689657/000119312523248475/0001193125-23-248475-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.