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PhenomeX Inc. Form 8-K: Current report

PhenomeX Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2023-10-02: Form 8-K; Period of report 2023-10-02; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
  • 2023-08-17: Form 8-K; Period of report 2023-08-17; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
  • 2023-08-17: Form 8-K; Period of report 2023-08-17; Description 8.01 Other Events; Details 8.01.
  • 2023-08-14: Form 8-K; Period of report 2023-08-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2023-10-028-K2023-10-022.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year2.01 The information set forth in the Introductory Note, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
3.01 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
3.03 The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
5.01 The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
5.02 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
5.03 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
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2023-08-178-K2023-08-171.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information in Item 1.01 above with respect to the Note is incorporated by reference into this Item 2.03.
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2023-08-178-K2023-08-178.01 Other Events8.01 On August 17, 2023, PhenomeX Inc., a Delaware Corporation (the “Company”) announced the execution of an Agreement and Plan of Merger, dated as of August 17, 2023, by and among the Company, Bruker Corporation, a Delaware corporation (“Parent”), and Bird Mergersub Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”).brhc20057670_8k.htm
2023-08-148-K2023-08-142.02 Results of Operations and Financial Condition2.02 On August 14, 2023, PhenomeX Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2023.bli-20230814.htm
2023-07-078-K2023-06-301.02 Termination of a Material Definitive Agreement; 8.01 Other Events1.02 On June 30, 2023, PhenomeX Inc. (the “Company”) repaid in full all outstanding indebtedness under the Second Amended and Restated Loan and Security Agreement (the “PhenomeX Credit Agreement”), dated as of March 21, 2023, among, inter alios, Company, IsoPlexis Corporation, a Delaware corporation and East West Bank, a California banking corporation (“East West Bank”), as Bank and upon such repayment, the PhenomeX Credit Agreement and all related guarantees and loan documents were terminated and have no further force and effect.
8.01 On July 7, 2023, the Company announced that its Board of Directors (the “Board”), with the support of management and legal advisors, has launched a process to explore, review and evaluate a range of potential strategic alternatives focused on addressing capital requirements and maximizing stockholder value.
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2023-06-238-K2023-06-213.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On June 21, 2023, PhenomeX Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) that the Company is not in compliance with Nasdaq’s Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”), because the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days.tm2319342d1_8k.htm
2023-05-268-K2023-05-255.07 Submission of Matters to a Vote of Security Holders5.07 On May 25, 2023, PhenomeX Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) virtually via the Internet.tm2317098d1_8k.htm
2023-05-118-K2023-05-112.02 Results of Operations and Financial Condition2.02 On May 11, 2023, PhenomeX Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2023.bli-20230511.htm
2023-05-058-K2023-05-042.05 Costs Associated with Exit or Disposal Activities2.05 As previously disclosed, on March 21, 2023 (the “Closing”), PhenomeX Inc., formerly known as Berkeley Lights, Inc. (the “Company” or “PhenomeX”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of December 21, 2022 (the “Merger Agreement”), by and among the Company, Iceland Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and IsoPlexis Corporation (“IsoPlexis”).tm2314742d1_8k.htm
2023-04-288-K2023-04-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 24, 2023, J. Paul McClaskey, Senior Vice President, Chief Accounting Officer of PhenomeX Inc. (the “Company”), notified the Company he is resigning to pursue other opportunities, effective June 2, 2023 (the “Effective Date”).tm2313751d1_8k.htm
2023-04-108-K2023-04-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 6, 2023, the Board of Directors (the “Board”) of PhenomeX Inc. (the “Company”) appointed Peter Silvester, to the Board as a Class III director, effective as of April 6, 2023, to serve for a term expiring at the Company’s 2023 annual meeting of stockholders.tm2312173d1_8k.htm
2023-03-218-K2023-03-211.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 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, and (iii) repay $50 million of indebtedness of IsoPlexis Corporation under that certain 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”).
2.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Credit Agreement is incorporated by reference into this Item 2.03.
5.03 On the Closing Date, Berkeley Lights filed a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation.
8.01 On March 21, 2023, PhenomeX issued a press release announcing completion of the Merger.
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2023-03-168-K2023-03-165.07 Submission of Matters to a Vote of Security Holders5.07 As previously disclosed, on December 21, 2022, Berkeley Lights, Inc., a Delaware corporation (“Berkeley Lights”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Iceland Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Berkeley Lights (“Merger Sub”), and IsoPlexis Corporation, a Delaware corporation (“IsoPlexis”), 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.brhc10049882_8k.htm
2023-03-108-K2023-03-107.01 Regulation FD Disclosure7.01 Berkeley Lights, Inc. (the “Company”) is aware of certain well-publicized recent developments involving Silicon Valley Bank (“SVB”).tm239226d1_8k.htm
2023-03-068-K2023-03-068.01 Other Events8.01 Berkeley Lights, Inc. (“Berkeley Lights”) is filing this Current Report on Form 8-K to provide certain financial information with respect to Berkeley Lights’ proposed acquisition of IsoPlexis Corporation (“IsoPlexis”).ny20007812x3_8k.htm
2023-02-238-K2023-02-232.02 Results of Operations and Financial Condition2.02 On February 23, 2023, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and fiscal year ended December 31, 2022.bli-20230223.htm
2023-02-148-K2023-02-148.01 Other Events8.01 In November 2022, as previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2022, Berkeley Lights, Inc. (the “Company”) became aware that an unknown third-party (“Bad Actor”), impersonating a Company employee over e-mail through domain spoofing, fraudulently induced the Company’s transfer agent (the “Transfer Agent”) to issue and convey 3.3 million purported shares of the Company’s common stock (the “Purported Shares”).tm236700d1_8k.htm
2023-01-268-K2023-01-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 25, 2023, Berkeley Lights, Inc. (“the Company”) announced that Keith Breinlinger is departing the Company, effective January 27, 2023, to pursue other opportunities.tm234341d1_8k.htm
2023-01-098-K2023-01-092.02 Results of Operations and Financial Condition2.02 On January 9, 2023, Berkeley Lights, Inc. (the “Company”) issued a press release announcing certain preliminary financial results for the fiscal year ended December 31, 2022.tm232778d1_8k.htm
2022-12-218-K2022-12-211.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 On December 21, 2022, IsoPlexis and Berkeley Lights issued a joint press release announcing the entry into the Merger Agreement.
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2022-12-168-K2022-12-168.01 Other Events8.01 In November 2022, Berkeley Lights, Inc. (the “Company”) became aware that an unknown third-party (“Bad Actor”), impersonating a Company employee over e-mail through domain spoofing, fraudulently induced the Company’s transfer agent (the “Transfer Agent”) to issue and convey 3.3 million purported shares of the Company’s common stock, which shares the Company believes were subsequently sold on the open market approximately between October 7, 2022, and November 3, 2022.tm2232922-1_8k.htm
2022-11-088-K2022-11-082.02 Results of Operations and Financial Condition2.02 On November 8, 2022, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2022.bli-20221108.htm
2022-09-198-K2022-09-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 16, 2022, the Board of Directors (the “Board”) of Berkeley Lights, Inc. (the “Company”) appointed Scott Chaplin as its Chief Legal Officer and Secretary effective September 19, 2022 (the “Effective Date”).tm2226095d1_8k.htm
2022-09-018-K2022-08-317.01 Regulation FD Disclosure7.01 As previously disclosed, Berkeley Lights, Inc. (the “Company”) and Ginkgo Bioworks, Inc. (“Ginkgo”) are parties to a Collaboration Agreement dated as of September 13, 2019, as amended by the First Amendment to Collaboration Agreement and Purchase Order dated as of November 10, 2020 (collectively, the “Collaboration Agreement”).tm2225019d1_8k.htm
2022-08-098-K2022-08-092.02 Results of Operations and Financial Condition2.02 On August 9, 2022, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2022.bli-20220809.htm
2022-07-268-K2022-07-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 24, 2022, the Board of Directors (the “Board”) of Berkeley Lights, Inc. (the “Company”) appointed Mehul Joshi as its Chief Financial Officer effective July 25, 2022 (the “Effective Date”).d312614d8k.htm
2022-06-018-K2022-05-265.07 Submission of Matters to a Vote of Security Holders5.07 On May 26, 2022, Berkeley Lights, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) virtually via the Internet.d334769d8k.htm
2022-05-098-K2022-05-092.02 Results of Operations and Financial Condition2.02 On May 9, 2022, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2022.bli-20220509.htm
2022-03-098-K2022-03-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 9, 2022, Berkeley Lights, Inc. (the “Company”) announced that Siddhartha Kadia, Ph.D. has been appointed to succeed Eric Hobbs, Ph.D. as the Company’s Chief Executive Officer effective immediately.d665466d8k.htm
2022-03-028-K2022-02-265.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 In January 2022, Berkeley Lights, Inc. (“Berkeley Lights” or the “Company”) announced that Eric D. Hobbs, Ph.D. will transition from his role as Chief Executive Officer and director on the Board of Directors (the “Board”) of the Company to President of the Antibody Therapeutics business segment of the Company.d316298d8k.htm
2022-02-248-K2022-02-242.02 Results of Operations and Financial Condition2.02 On February 24, 2022, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and fiscal year ended December 31, 2021.bli-20220224.htm
2022-01-058-K2022-01-052.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.02 On January 5, 2022, Berkeley Lights, Inc. (the “Company”) issued a press release announcing certain preliminary financial results for the quarter and fiscal year ended December 31, 2021.
5.02 On January 5, 2022, the Company announced that Eric D. Hobbs, Ph.D. will transition from his role as Chief Executive Officer and director on the Board of Directors (the “Board”) of the Company to President of the Antibody Therapeutics business segment of the Company.
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2021-12-218-K2021-12-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 15, 2021, the Board of Directors (the “Board”) of Berkeley Lights, Inc. (the “Company”) appointed Jessica Hopfield, Ph.D., to the Board as a Class II director, effective as of December 15, 2021, to serve for a term expiring at the Company’s 2022 annual meeting of stockholders.d262877d8k.htm
2021-11-048-K2021-11-042.02 Results of Operations and Financial Condition2.02 On November 4, 2021, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2021.bli-20211104.htm
2021-10-128-K2021-10-122.02 Results of Operations and Financial Condition2.02 On October 12, 2021, Berkeley Lights, Inc. (the “Company”) issued a press release announcing certain preliminary financial results for the quarter ended September 30, 2021.bli-20211012.htm
2021-09-178-K2021-09-167.01 Regulation FD Disclosure7.01 We have strong and continued confidence in our business, technology, customer relationships, and the value we deliver.d231684d8k.htm
2021-09-098-K2021-09-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 7, 2021, the Board of Directors (the “Board”) of Berkeley Lights, Inc. (the “Company”) increased the authorized number of directors for its Board of Directors from eight (8) to nine (9) and appointed Siddhartha Kadia, Ph.D., to the Board as a Class I director, effective as of September 7, 2021, to serve for a term expiring at the Company’s 2024 annual meeting of stockholders.d205314d8k.htm
2021-08-118-K2021-08-112.02 Results of Operations and Financial Condition2.02 On August 11, 2021, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2021.bli-20210811.htm
2021-07-078-K2021-06-301.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On June 30, 2021, Berkeley Lights, Inc. (the “Company”) entered into an Amended and Restated Loan and Security Agreement (the “Agreement”) with East West Bank (the “Bank”).
2.03 The information set form in Item 1.01 hereto is hereby incorporated by reference into this Item 2.03.
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2021-05-278-K2021-05-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 24, 2021, Matthew Rosinack, Senior Vice President and Chief Accounting Officer of Berkeley Lights, Inc. (the “Company”) notified the Company of his resignation, effective July 1, 2021 (the “Resignation Date”).d145294d8k.htm
2021-05-188-K2021-05-145.07 Submission of Matters to a Vote of Security Holders5.07 On May 14, 2021, Berkeley Lights, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”) virtually via the Internet.d166111d8k.htm
2021-05-118-K2021-05-112.02 Results of Operations and Financial Condition2.02 On May 11, 2021, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2021.bli-20210511.htm
2021-05-118-K2021-05-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 9, 2021, the Board of Directors (the “Board”) of Berkeley Lights, Inc. (the “Company”) appointed John Chiminski to the Board as a Class III director, effective as of May 14, 2021, to serve for a term expiring at the Company’s 2023 annual meeting of stockholders.d896531d8k.htm
2021-02-258-K2021-02-252.02 Results of Operations and Financial Condition2.02 On February 25, 2021, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter and fiscal year ended December 31, 2020.bli-20210225.htm
2021-02-048-K2021-02-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 4, 2021, Berkeley Lights, Inc. (the “Company”) announced that, effective as of March 15, 2021, Kurt Wood, the Company’s current Chief Business Officer, will succeed Shaun Holt as the Company’s Chief Financial Officer.d12482d8k.htm
2020-11-128-K2020-11-122.02 Results of Operations and Financial Condition2.02 On November 12, 2020, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2020.bli-20201112.htm
2020-09-228-K2020-09-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 20, 2020, Berkeley Lights, Inc. (the “Company” or “Berkeley Lights”) promoted Matthew Rosinack to the position of Senior Vice President and Chief Accounting Officer.d15952d8k.htm
2020-08-258-K2020-08-252.02 Results of Operations and Financial Condition2.02 On August 25, 2020, Berkeley Lights, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2020.bli-20200825.htm
2020-07-218-K2020-07-215.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On July 21, 2020, Berkeley Lights, Inc.’s (the “Company”) amended and restated certificate of incorporation (the “Certificate of Incorporation”) filed with the Secretary of State of the State of Delaware and its amended and restated bylaws (the “Bylaws”) became effective in connection with the closing of the initial public offering of shares of the Company’s common stock.
8.01 On July 21, 2020, the Company completed its initial public offering of 9,315,000 shares of its common stock at a price to the public of $22.00 per share, which includes the exercise by the underwriters of their option to purchase an additional 1,215,000 shares of the Company’s common stock.
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