IsoPlexis Corporation (NASDAQ: ISO), a company empowering labs
to leverage the cells and proteome changing the course of human
health, today announced its preliminary unaudited revenue for
the full year ended December 31, 2022. Total revenue for the full
year ended December 31, 2022 is expected to be in the range of
$16.6 to $16.8 million, representing a decrease of approximately 3%
to 4% compared to $17.3 million for the full year ended December
31, 2021.
Fourth quarter results were lower than expected
primarily due to the timing of customer orders for instruments and
lower consumable sales, as the previously described macroeconomic
headwinds and difficult international environment
persist. Those headwinds include elongated sales cycles
and restricted access to certain customer sites.
“The growth of our customer base in 2022
reflects the value of our platform as well as the dedication of our
entire team in what was a difficult economic environment,” said
IsoPlexis Chief Executive Officer Sean Mackay. “We also made
significant progress on the strategy we outlined in April of last
year, to integrate our commercial, development and operational
teams, to better serve our customers and build a sustainable growth
company, culminating in the December announcement of our plan to
combine with Berkeley Lights. We look forward to closing that
transaction and leveraging our combined resources and
capabilities.”
These preliminary results are based on
management’s initial analysis of operations for the quarter ended
December 31, 2022.
About IsoPlexis
IsoPlexis is empowering labs to leverage the
cells and proteome changing the course of human health.
By leading the discovery and identification of
how multi-functional immune cells communicate and respond,
IsoPlexis assists researchers in understanding and predicting
disease progression, treatment resistance and therapeutic
efficacy.
IsoPlexis has been named Top Innovation or
Design by The Scientist Magazine, Fierce, BIG Innovation, Red Dot
and multiple others. The IsoPlexis platform is used globally by
researchers, including those at the top 15 global pharmaceutical
companies by revenue and 78% of leading U.S. comprehensive cancer
centers.
Forward Looking Statements
The financial results presented in this
communication are preliminary, estimated and unaudited. They are
subject to the completion and finalization of IsoPlexis’ financial
and accounting closing procedures. They reflect management’s
estimates based solely upon information available to management as
of the date of this communication. Further information learned
during that completion and finalization may alter the final
results. In addition, the preliminary estimates should not be
viewed as a substitute for full quarterly and annual financial
statements prepared in accordance with GAAP. There is a possibility
that IsoPlexis’ financial results for the quarter ended December
31, 2022, and full year financial results for 2022, could vary
materially from these preliminary estimates. In addition to the
completion of the financial closing procedures, factors that could
cause actual results to differ from those described above are set
forth below. Accordingly, you should not place undue reliance upon
this preliminary information.
Additional information regarding IsoPlexis’
fourth quarter 2022 financial results and full year financial
results for 2022 will be available in IsoPlexis’ Form 10-K, which
will be filed with the U.S. Securities and Exchange Commission (the
“SEC”).
Certain statements in this communication
regarding IsoPlexis’ preliminary revenue results, the effect of
macroeconomic headwinds and difficult international environment on
IsoPlexis’ sales, the strategy IsoPlexis is pursuing and the
expected benefits therefrom, the proposed transaction between
Berkeley Lights and IsoPlexis, the expected timetable for
completing the transaction, benefits and synergies of the
transaction, future opportunities for the combined company and
products and any other statements regarding Berkeley Lights’ and
IsoPlexis’ future expectations, beliefs, plans, objectives,
financial conditions, assumptions or future events or performance
that are not historical facts are “forward-looking” statements made
within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are often, but not always, made through
the use of words or phrases such as “may”, “believe,” “anticipate,”
“would,” “could”, “should,” “intend,” “seek,” “plan,” “will,”
“expect(s),” “estimate(s),” “predict(s),” “project(s),”
“target(s),” “forecast(s)”, “continue(s),” “contemplate(s),”
“positioned,” “potential,” “strategy,” “outlook,” “forward,”
“continuing,” “ongoing” and similar expressions. All such
forward-looking statements involve estimates and assumptions that
are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from the results
expressed in the statements. Among the key factors that could cause
actual results to differ materially from those projected in the
forward-looking statements are the following: the risk that the
proposed transaction may not be completed in a timely manner or at
all; the failure to receive, on a timely basis or otherwise, the
required approvals of the proposed transaction by both Berkeley
Lights’ stockholders and IsoPlexis’ stockholders; the possibility
that any or all of the various conditions to the consummation of
the proposed transaction may not be satisfied or waived, including
the failure to receive any required regulatory approvals from any
applicable governmental entities (or any conditions, limitations or
restrictions placed on such approvals); the occurrence of any
event, change or other circumstance that could give rise to the
termination of the definitive transaction agreement relating to the
proposed transaction, including in circumstances which would
require Berkeley Lights or IsoPlexis to pay a termination fee; the
effect of the announcement, pendency or completion of the proposed
transaction on each of Berkeley Lights’ and IsoPlexis’ ability to
attract, motivate or retain key employees, its ability to maintain
relationships with its customers, suppliers, distributors and
others with whom it does business, or its operating results and
business generally; risks related to the proposed transaction
diverting management’s attention from each of Berkeley Lights’ and
IsoPlexis’ ongoing business operations; the risk of stockholder
litigation in connection with the proposed transaction, including
resulting expense or delay; the possibility that the parties may be
unable to achieve expected synergies and operating efficiencies in
connection with the proposed transaction within the expected
timeframes or at all and to successfully integrate IsoPlexis’
operations into those of Berkeley Lights; the integration of
IsoPlexis’ operations into those of Berkeley Lights being more
difficult, time-consuming or costly than expected; effects relating
to the announcement of the proposed transaction or any further
announcements or the consummation of the proposed transaction on
the market price of the common stock of each of Berkeley Lights and
IsoPlexis; the possibility that each of Berkeley Lights’ and
IsoPlexis’ expectations as to expenses, cash usage and cash needs
may prove not to be correct for reasons such as changes in plans or
actual events being different than its assumptions; the impacts of
changes in general economic and business conditions, including
changes in the financial markets; the implementation of each of
Berkeley Lights’ and IsoPlexis’ business model and strategic plans
for its products and technologies, and challenges inherent in
developing, manufacturing, launching, marketing and selling
existing and new products; uncertainties in contractual
relationships, including interruptions or delays in the supply of
components or materials for, or manufacturing of, products for each
of Berkeley Lights and IsoPlexis; the ability of each of Berkeley
Lights and IsoPlexis to establish and maintain intellectual
property protection for products or avoid or defend claims of
infringement; risks relating to competition within the industry in
which each of Berkeley Lights and IsoPlexis operate; the impacts of
potential product performance and quality issues; changes to and
the impact of the laws, rules and regulations that regulate each of
Berkeley Lights’ and IsoPlexis’ operations; and any other risks
discussed in each of Berkeley Lights’ and IsoPlexis’ filings with
the SEC, including Berkeley Lights’ and IsoPlexis’ Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. Berkeley Lights and IsoPlexis assume no obligation to
update or revise publicly the information in this communication,
whether as a result of new information, future events or otherwise,
except as otherwise required by law. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
Participants in the
Solicitation
Berkeley Lights, IsoPlexis and their respective
directors, executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction between
Berkeley Lights and IsoPlexis under the rules of the SEC.
Information regarding Berkeley Lights’ directors and executive
officers is set forth in Berkeley Lights’ Proxy Statement on
Schedule 14A for its 2022 Annual Meeting of Stockholders, which was
filed with the SEC on April 15, 2022, and in certain of Berkeley
Lights’ Current Reports on Form 8-K. To the extent holdings of
Berkeley Lights’ securities by Berkeley Lights’ directors and
executive officers have changed since the amounts set forth in such
proxy statement, such changes have been or will be reflected on
subsequent statements of beneficial ownership filed with the SEC.
Information regarding IsoPlexis’ directors and executive officers
is set forth in IsoPlexis’ revised Proxy Statement on Schedule 14A
for its 2022 Annual Meeting of Stockholders, which was filed with
the SEC on April 29, 2022, and in certain of IsoPlexis’ Current
Reports on Form 8-K. To the extent holdings of IsoPlexis’
securities by IsoPlexis’ directors and executive officers have
changed since the amounts set forth in such proxy statement, such
changes have been or will be reflected on subsequent statements of
beneficial ownership filed with the SEC. These documents can be
obtained free of charge from the sources indicated below.
Additional information regarding the interests of these
participants will be set forth in the joint proxy
statement/prospectus relating to the proposed transaction when it
becomes available.
Additional Information and Where to Find
It
In connection with the proposed transaction
between Berkeley Lights and IsoPlexis, Berkeley Lights and
IsoPlexis intend to file relevant materials with the SEC, including
a Berkeley Lights registration statement on Form S-4 that will
include a joint proxy statement of Berkeley Lights and IsoPlexis
that also constitutes a prospectus of Berkeley Lights. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT BERKELEY LIGHTS, ISOPLEXIS AND THE
PROPOSED TRANSACTION. The joint proxy statement/prospectus and
other documents relating to the proposed transaction (when they are
available) can be obtained free of charge from the SEC’s website at
www.sec.gov. These documents (when they are available) can also be
obtained free of charge from Berkeley Lights’ investor relations
website at www.investors.berkeleylights.com or from IsoPlexis’
investor relations website at www.investors.isoplexis.com.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an
offer to buy or sell any securities, nor shall there be any offer,
solicitation, or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Investor Contact
investors@isoplexis.com
Press Contact
press@isoplexis.com
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