S-8 1 isoplexisforms-8.htm S-8 Document

As filed with the Securities and Exchange Commission on October 8, 2021.
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
IsoPlexis Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware46-2179799
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
35 NE Industrial Rd
Branford, CT 06405
(475) 221-8402
(Address of Principal Executive Offices, Including Zip Code)
 
IsoPlexis Corporation 2014 Stock Plan
IsoPlexis Corporation 2021 Omnibus Incentive Compensation Plan
IsoPlexis Corporation 2021 Employee Stock Purchase Plan
(Full Title of the Plans)
 
Sean Mackay
Chief Executive Officer
IsoPlexis Corporation
35 NE Industrial Rd
Branford, CT 06405
(475) 221-8402
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
William V. Fogg
Matthew G. Jones
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
Michael Grundei
Evan S. Kipperman
Wiggin and Dana, LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT 06901
(203) 363-7600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
    
Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.


CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be Registered (1)
Proposed
Maximum
Offering Price
Per Share 
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee
IsoPlexis Corporation 2014 Stock Plan
Common Stock, par value $0.001 per share		5,113,324$2.46 
(2)
$12,578,777.04 $1,166.05 
IsoPlexis Corporation 2021 Omnibus Incentive Compensation Plan
Common Stock, par value $0.001 per share		3,271,801$15.00 
(3)
$49,077,015.00 $4,549.44 
IsoPlexis Corporation 2021 Employee Stock Purchase Plan
Common Stock, par value $0.001 per share		389,500$12.75 
(4)
$4,966,125.00 $460.36 
____________________
(1)
This Registration Statement on Form S-8 (this “Registration Statement”) covers shares of common stock, par value $0.001 per share (“Common Stock”), of IsoPlexis Corporation (the “Registrant”) that are (i) authorized for issuance under the IsoPlexis Corporation 2014 Stock Plan, (ii) authorized for issuance under the IsoPlexis Corporation 2021 Omnibus Incentive Compensation Plan and (iii) authorized for issuance under the IsoPlexis Corporation 2021 Employee Stock Purchase Plan. In the event of any stock dividend, stock split or other similar transaction involving the Common Stock, the number of shares registered hereby shall automatically be adjusted in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)
Calculated solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act on the basis of the weighted-average exercise price of the stock options outstanding under the IsoPlexis Corporation 2014 Stock Plan.
(3)
Calculated solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act on the basis of $15.00 per share, which is the initial public offering price per share of common stock as set forth in the Registrant’s Registration Statement on Form S-1 (File No. 333-258046), as amended, declared effective on October 7, 2021.
(4)
Calculated solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act on the basis of 85% of $15.00 per share, which is the initial public offering price per share of common stock as set forth in the Registrant’s Registration Statement on Form S-1 (File No. 333-258046), as amended, declared effective on October 7, 2021. Pursuant to the IsoPlexis Corporation 2021 Employee Stock Purchase Plan, the purchase price of the shares of the Registrant’s Common Stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the shares of the Registrant’s Common Stock on the first date of an offering or the date of purchase.
 


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectuses is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to employees of IsoPlexis Corporation and employees of the subsidiary of IsoPlexis Corporation participating in the plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute prospectuses that meet the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Section 10(a) prospectus), any other document required to be delivered to employees pursuant to Rule 428(b) under the Securities Act or additional information about any of the plans covered by this Registration Statement is available without charge by contacting:
IsoPlexis Corporation
AVP, Associate General Counsel
35 NE Industrial Rd
Branford, CT 06405
(475) 221-8402


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
Item 3. Incorporation of Documents by Reference.
The reports or documents listed below have been or will be filed with the U.S. Securities and Exchange Commission (the “Commission”) by IsoPlexis Corporation and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed:
(1)IsoPlexis Corporation’s prospectus to be filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus”) in connection with IsoPlexis Corporation’s Registration Statement on Form S-1 (Registration No. 333-258046); and
(2)The description of the Common Stock contained in IsoPlexis Corporation’s Registration Statement on Form 8-A filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 7, 2021 and all other amendments and reports filed for the purpose of updating such description.
All documents filed by IsoPlexis Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating by reference any document or portion thereof, whether specifically listed above or to be filed in the future, that is not deemed “filed” with the Commission.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
We have entered into indemnification agreements with each of our current directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be


entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Our amended and restated bylaws provide for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. Our amended and restated certificate of incorporation provides for such limitation of liability.
We maintain standard policies of insurance under which coverage is provided (a) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (b) to us with respect to payments we may make to our officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
4.1 
4.2 
5.1 
23.1 
23.2
24.1
99.1
99.2
99.3
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar


value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Branford, State of Connecticut, on October 8, 2021.
ISOPLEXIS CORPORATION
By: /s/ Sean Mackay
 Name: Sean Mackay
 Title:   Chief Executive Officer and Co-Founder
SIGNATURES AND POWERS OF ATTORNEY
Each of the undersigned officers and directors of IsoPlexis Corporation hereby severally constitutes and appoints Sean Mackay and John Strahley, and each of them acting alone, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


SignatureTitle Date
 
/s/ Sean Mackay
Chief Executive Officer, Co-Founder and Director
(Principal Executive Officer)
 October 8, 2021
Sean Mackay 
   
/s/ John Strahley
Chief Financial Officer &
Chief Financial Officer
(Principal Financial Officer)
 October 8, 2021
John Strahley 
 
/s/ Raj Khakhar
Vice President, Finance
(Principal Accounting Officer)
 October 8, 2021
Raj Khakhar 
/s/ John G. ConleyDirector October 8, 2021
John G. Conley 
/s/ Michael EgholmDirector October 8, 2021
Michael Egholm 
/s/ James R. HeathDirector October 8, 2021
James R. Heath 
/s/ Gregory P. HoDirectorOctober 8, 2021
Gregory P. Ho
/s/ Siddhartha KadiaDirectorOctober 8, 2021
Siddhartha Kadia
/s/ Jason MyersDirectorOctober 8, 2021
Jason Myers
/s/ Daniel WagnerDirectorOctober 8, 2021
Daniel Wagner
/s/ Adam WieschhausDirectorOctober 8, 2021
Adam Wieschhaus