United States securities and exchange commission logo





                              May 28, 2020

       Eric Hobbs, Ph.D
       Chief Executive Officer
       Berkeley Lights, Inc.
       5858 Horton Street, Suite 320
       Emeryville, CA 94608

                                                        Re: Berkeley Lights,
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 1,
2020
                                                            CIK No. 0001689657

       Dear Dr. Hobbs:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Prospectus Summary
       Overview, page 1

   1.                                                   We note you refer to
yourself as a "Digit Cell Biology" company. Please tell us whether
                                                        this is a commonly used
scientific term or whether it is a term you developed. To the
                                                        extent you developed
this term, please clearly state this in your disclosure. To place your
                                                        disclosure in
appropriate context, please expand your disclosure to identify the number of
                                                        similarly-situated
companies with which you compete. Please also revise your
                                                        disclosure to clearly
state, so that a lay reader may understand your disclosure, that your
                                                        platform is comprised
of medical devices in which raw materials are input, processes are
                                                        performed and outputs
produced. Additionally, please balance your disclosure with a
 Eric Hobbs, Ph.D
FirstName LastNameEric Hobbs, Ph.D
Berkeley Lights, Inc.
Comapany NameBerkeley Lights, Inc.
May 28, 2020
Page 2
May 28, 2020 Page 2
FirstName LastName
         discussion of the challenges you face in the continued development and
scaling up of your
         platform technology, e.g., challenges with respect to the reliability
of your systems and
         workflow yields, as discussed on page 20.
2.       Please revise to disclose clearly and prominently the research use
only designation of your
         platform. Also revise to disclose how this designation impacts your
addressable market.
3.       You refer to your platform as a fully integrated, end-to-end solution
and that services a
         portion of the value chain across cell-based-product industries.
Please expand these
         concepts to provide greater detail about what portion of the overall
industry process your
         products address, including the raw material inputs that are material
to your process and
         the finished products that are provided to end customers and what
further processes
         customers need to conduct.
4.       We note that you refer to end market sales of cell-based products in
antibody therapeutics,
         cell therapy and synthetic biology. Please clarify how your products
and services correlate
         to those end market sales. Please also clarify the share of the value
chain across the cell-
         based product industry that you currently service.
5.       We note the disclosure that your customer base includes eight of the
ten largest
         biopharmaceutical companies. Please expand your disclosure to disclose
the amount of
         revenue attributable to these customers.
Our workflow and assay library, page 4

6.       Please clarify whether each of the workflows listed in the table on
page 4 are distinct
         products or whether they are different versions of the same product.
Please also clarify
         what it means for a workflow to be in "development roadmap." Please
also expand your
         disclosure to explain what you mean by "reusability" in this context
and provide support
         for your claims as to its benefits.
Business model and platform access, page 6

7.       Please provide the percentage of your current revenues that are
generated through the
         direct purchase, subscription and strategic partnership access
methods.
Market opportunity, page 6

8.       Please tell us your basis for the addressable market calculations,
given its research use
         only designation, and provide a more detailed discussion of underlying
assumptions used
         in your calculations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 80

9.       We note the significant increase in your research and development
expenses as well as
         your disclosure that you have plans to further invest in research and
development to
 Eric Hobbs, Ph.D
FirstName LastNameEric Hobbs, Ph.D
Berkeley Lights, Inc.
Comapany NameBerkeley Lights, Inc.
May 28, 2020
May 28, 2020 Page 3
Page 3
FirstName LastName
         support the expansion of your workflow and assay libraries, the
addition of platform
         capabilities, including new reagent kits and OptoSelect chips, and new
automation
         systems to address new markets and new workflows. Please revise your
discussion to
         provide more detail for your research and development expenses for
each period presented
         by project and type of expenses, if practicable.
Business
Intellectual property, page 120

10.      Please clarify which patents are owned and which are in-licensed and
disclose the specific
         products, product groups and technologies to which the patents relate.
11.      We note that your issued patents have upcoming expiration dates in
2022. Please discuss
         whether you expect the expiration of these patents to have a material
effect on your
         business, including any impact on future operations and the financial
position of the
         company.
Licenses and collaborations
UC Regents license agreement, page 121

12.      We note that you are required to provide equity to UC Regents upon the
occurrence of a
         certain financing event. Please specify the financing event that will
trigger this obligation.
         Please also quantify the cash payment that will be provided to UC
Regents and the timing
         for such payment. In addition, please quantify the annual minimum
royalty payment owed
         to UC Regents under the license agreement.
Description of capital stock
Anti-takeover provisions, page 156

13.      You state that your amended and restated certificate of incorporation
will provide that the
         U.S. federal district courts will be the exclusive forum for the
resolution of any complaint
         asserting a cause of action against the Company or any of your
directors, officers,
         employees or agents arising under the Securities Act. We note that
Section 22 of the
         Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules and
         regulations thereunder. Please revise to state that investors cannot
waive compliance with
         the federal securities laws and the rules and regulations thereunder.
Financial Statements
Note 10. Stockholders' Equity , page F-25

14.      Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the recent valuations of your
common stock leading
         up to the IPO and the estimated offering price. This information will
help facilitate our
         review of your accounting for equity issuances including stock
compensation and any
 Eric Hobbs, Ph.D
Berkeley Lights, Inc.
May 28, 2020
Page 4
       beneficial conversion features.
Note 14. Commitments and Contingencies , page F-36

15.    Please revise to disclose the significant terms of and your financial
commitments related
       to your license and collaboration agreements.
General

16.    Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications.
17.    We note that your website includes information regarding a Genetic
Editing workflow that
       is not discussed in the prospectus. Please tell us why you have not
included a discussion of
       this workflow in the prospectus.
       You may contact Julie Sherman at 202-551-3640 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Christopher Edwards at 202-551-6761 or Christine Westbrook at
202-551-5019 with any
other questions.



                                                             Sincerely,
FirstName LastNameEric Hobbs, Ph.D
                                                             Division of
Corporation Finance
Comapany NameBerkeley Lights, Inc.
                                                             Office of Life
Sciences
May 28, 2020 Page 4
cc:       Brian J. Cuneo, Esq.
FirstName LastName