SEC Form SC 13G/A filed by IsoPlexis Corporation (Amendment)
$ISO
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
IsoPlexis Corporation
|
|
(Name of Issuer)
|
|
|
|
Common Stock, par value $0.001 per share
|
|
(Title of Class of Securities)
|
|
|
|
465005106
|
|
(CUSIP Number)
|
|
|
|
December 31, 2022
|
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
|
☐
|
Rule 13d-1(b)
|
|
|
☐
|
Rule 13d-1(c)
|
|
|
☒
|
Rule 13d-1(d)
|
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No.: 465005106
|
|
1.
|
NAME OF REPORTING PERSON
Danaher Corporation
|
||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC USE ONLY
|
||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
SOLE VOTING POWER
1,976,791
|
|
|
6.
|
SHARED VOTING POWER
0
|
||
|
7.
|
SOLE DISPOSITIVE POWER
1,976,791
|
||
|
8.
|
SHARED DISPOSITIVE POWER
0
|
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,976,791
|
||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%
|
||
|
12.
|
TYPE OF REPORTING PERSON
CO
|
||
2
|
CUSIP No.: 465005106
|
|
1.
|
NAME OF REPORTING PERSON
Danaher Ventures LLC
|
||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
|
(a)
|
☐
|
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC USE ONLY
|
||
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
SOLE VOTING POWER
1,976,791
|
|
|
6.
|
SHARED VOTING POWER
0
|
||
|
7.
|
SOLE DISPOSITIVE POWER
1,976,791
|
||
|
8.
|
SHARED DISPOSITIVE POWER
0
|
||
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,976,791
|
||
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
||
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%
|
||
|
12.
|
TYPE OF REPORTING PERSON
OO
|
||
3
Item 1.
| (a) |
Name of Issuer:
|
The name of the issuer is IsoPlexis Corporation (the “Issuer”).
| (b) |
Address of Issuer’s Principal Executive Offices:
|
The address of the Issuer’s principal executive offices is:
IsoPlexis Corporation
35 NE Industrial Road
Branford, CT 06405
Item 2.
| (a) |
Name of Person Filing:
|
This schedule is filed by Danaher Corporation, a Delaware corporation (“Danaher”), and its subsidiary, Danaher Ventures LLC, a Delaware limited liability company (“DV”). DV was
formerly known as Danaher Innovation Center LLC prior to an internal restructuring that resulted in a change of its name. Danaher and DV are collectively referred to herein as the “Reporting Persons.”
| (b) |
Address of Principal Business Office:
|
The address of the principal office of each of the Reporting Persons is:
2200 Pennsylvania Avenue, NW
Suite 800W
Washington, DC 20037-1701
| (c) |
Citizenship:
|
Danaher is a Delaware corporation. DV is a Delaware limited liability company.
| (d) |
Title of Class of Securities:
|
Common Stock, par value $0.001 per share (the “Common Stock”)
| (e) |
CUSIP Number:
|
465005106
| Item 3. |
Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).
|
Not applicable.
| Item 4. |
Ownership.
|
| (a) |
Amount beneficially owned: See Item 9 of the cover page for each Reporting Person.
|
4
| (b) |
The Reporting Persons may each be deemed the beneficial owner of 4.99% of the Common Stock outstanding, based on 39,575,989 shares of Common Stock outstanding, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed on November 8, 2022.
|
| (c) | (i) | Sole power to vote or direct the vote: |
See Item 5 of the cover page for each Reporting Person.
| (ii) |
Shared power to vote or direct the vote:
|
See Item 6 of the cover page for each Reporting Person.
| (iii) |
Sole power to dispose or direct the disposition:
|
See Item 7 of the cover page for each Reporting Person.
| (iv) |
Shared power to dispose or direct the disposition:
|
See Item 8 of the cover page for each Reporting Person.
| Item 5. |
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of
securities, check the following: ☒.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
| Item 10. |
Certifications.
|
Not applicable.
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 27, 2023
|
|
DANAHER CORPORATION
|
||
|
|
|
||
|
|
|
||
|
|
By:
|
/s/ Jose-Carlos Gutierrez-Ramos
|
|
|
|
Name:
|
Jose-Carlos Gutierrez-Ramos
|
|
|
|
Title:
|
Senior Vice President and Chief Science Officer
|
|
|
|
DANAHER VENTURES LLC
|
||
|
|
|
||
|
|
|
||
|
|
By:
|
/s/ Jose-Carlos Gutierrez-Ramos
|
|
|
|
Name:
|
Jose-Carlos Gutierrez-Ramos
|
|
|
|
Title:
|
President
|
|