| Item 2.05. | Costs Associated with Exit or Disposal Activities |
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”).
Pursuant to the Merger Agreement, on March 21, 2023, Merger Sub merged with and into IsoPlexis (the “Merger”), with IsoPlexis
surviving the Merger as a wholly owned subsidiary of the Company.
In connection with the Merger and as part of the Company’s broader
efforts to improve efficiency and manage its operating expenses, on May 4, 2023, the Company committed to a reduction in force that is
expected to impact approximately 55 employees, which represents approximately 15% of our total full-time employees. The Company expects
that the reduction in force will be substantially complete by the end of the second quarter of 2023. The reduction in force is consistent with the Company’s previously disclosed cost synergies objective related to the Merger.
In connection with the reduction in force, the Company estimates it
will incur charges of approximately $0.8 million, primarily consisting of severance costs. The Company expects that substantially all these charges will be incurred in the second quarter of 2023. The estimates
of costs and expenses that the Company expects to incur in connection with the reduction in force are subject to a number of assumptions
and actual results may differ materially. The Company may also incur additional costs not currently contemplated due to events that may
occur as a result of, or that are associated with, the reduction in force.
Forward Looking Statements
This Current Report on Form 8-K contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such
forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Such statements are based upon current plans, estimates and expectations of management
that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The
inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will
be achieved. Words such as “anticipate,” “expect,” “project,” “intend,”
“believe,” “may,” “will,” “should,” “plan,” “could,”
“may,” “continue,” “target,” “contemplate,” “estimate,”
“forecast,” “guidance,” “predict,” “possible,” “potential,”
“pursue,” “likely,” and similar expressions are intended to identify forward-looking statements, though not
all forward-looking statements use these words or expressions. All statements, other than historical facts, including statements
regarding the Company’s anticipated charges associated with the reduction in force, including specific categories of costs and
future cash expenditures, the timing of when such charges are expected to be recognized, the Company’s objectives regarding
the cost synergies related to the Merger, and the benefits of the reduction in force, are forward-looking statements.
These forward-looking statements are based on the Company’s
current expectations and inherently involve significant risks and uncertainties, including those described in the Company’s most
recent Annual Report on Form 10-K. Therefore, the Company’s actual results could differ materially from those expressed, implied
or forecast in any such forward-looking statements. For example, the expected costs associated with the reduction in force may be greater
than anticipated, completion of the reduction in force may take longer than anticipated, the Company may be unable to realize the contemplated
benefits in connection with the reduction in force, and the reduction in force may have an adverse impact on the Company’s performance.
Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current
Report on Form 8-K, whether as a result of new information, future events or otherwise.