UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

~~May~~June 2521, 2023

Date of Report (Date of earliest event reported)

PhenomeX Inc.

(Exact name of registrant as specified in its charter)

Delaware		35-2415390
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

001-39388

(Commission File Number)


5858 Horton Street, Suite 320
Emeryville, California		94608
(Address of principal executive offices)		(Zip Code)

(510) 858-2855

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, $0.00005 par value		CELL		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 53.~~07.~~01 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ~~Security~~Listing ~~Holders.~~Rule or Standard; Transfer of Listing

On ~~May~~June 2521, 2023, PhenomeX Inc. (the “Company”) ~~held its~~received ~~2023~~a ~~annual~~notice ~~meeting of stockholders~~ (the “~~Annual Meeting~~Notice”) ~~virtually~~from ~~via~~The ~~the~~Nasdaq ~~Internet.~~Stock ~~Only~~Market ~~stockholders~~(“Nasdaq”) ofthat ~~record at~~ the ~~close~~ ofCompany ~~business~~is onnot ~~March~~in ~~30,~~compliance ~~2023,~~with ~~the~~Nasdaq’s Listing ~~record~~Rule ~~date~~5450(a)(1) ~~for~~ (the ~~Annual~~“Minimum ~~Meeting,~~Bid ~~were~~Price ~~entitled~~Rule”), tobecause ~~vote at~~ the ~~Annual~~minimum ~~Meeting.~~bid Asprice of the ~~record date, 98,744,915 shares of the~~ Company’s common stock has ~~were~~been ~~outstanding~~below ~~and~~$1.00 ~~entitled~~per toshare ~~vote~~for at30 ~~the~~consecutive ~~Annual~~business ~~Meeting~~days. AtThe ~~the~~Notice ~~Annual Meeting,~~has ~~70,548,876~~no ~~shares~~immediate ofeffect on the ~~Company’s~~listing ~~common stock were voted in person~~ or bytrading ~~proxy for the three proposals set forth below, each~~ of ~~which is described in~~ the Company’s common ~~Definitive~~stock ~~Proxy Statement~~ on ~~Schedule~~The ~~14A~~Nasdaq ~~filed~~Global ~~with~~Select ~~the U~~Market.~~S. Securities and Exchange Commission on April 14, 2023 (the “Proxy Statement”).~~

~~Proposal~~In Noaccordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until December 12, 2023, to regain compliance with the Minimum Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 -per ~~Election~~share for a minimum of ~~Directors~~ten consecutive business days during this 180 calendar day grace period, unless Nasdaq exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

~~The~~In the event the Company’s ~~stockholders~~does ~~elected~~not regain compliance with the Minimum ~~Class~~Bid ~~III~~Price ~~director~~Rule ~~nominees~~by December 12, 2023, the Company may be eligible for an additional 180 calendar day compliance period if it ~~below~~elects to transfer to The Nasdaq Capital Market. To qualify, the Company’s ~~Board~~would be required to meet the continued listing requirement for market value of ~~Directors~~publicly (held shares and all other initial listing standards for The Nasdaq Capital Market, with the ~~“Board”)~~exception of the Minimum Bid Price Rule, and would need to ~~hold~~provide ~~office~~written ~~until~~notice of its intention to cure the ~~2026~~bid ~~Annual~~price ~~Meeting~~deficiency ofduring ~~Stockholders~~the second compliance period. However, if it appears to Nasdaq’s staff that the Company will not be able to cure the deficiency or if ~~until~~the ~~their~~Company ~~successors~~is ~~are~~otherwise ~~elected.~~not ~~The~~eligible, ~~results~~or if the Company’s common stock has a closing bid price of $0.10 or less for ten consecutive trading days during any such compliance period, Nasdaq would notify the ~~vote~~Company ~~were~~that asits ~~follows:~~common stock would be subject to delisting. The Company may appeal any such determination to delist its common stock, but there can be no assurance that any such appeal would be successful.

Class II Director Nominees	Votes For	Votes Withheld	Broker Non-Votes
John Chiminski	46,358,259	10,346,723	13,843,894
Peter Silvester	54,368,487	2,336,495	13,843,894

There can be no assurance that the Company will regain compliance with the Minimum Bid Price Rule or otherwise maintain compliance with any of the other listing requirements. Nonetheless, the Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options, including a reverse stock split, to regain compliance with the Minimum Bid Price Rule.

~~Proposal~~SIGNATURES ~~No. 2 - Ratification of Independent Registered Public Accounting Firm~~

~~The~~Pursuant ~~Company’s~~to ~~stockholders ratified~~ the ~~selection,~~requirements byof the ~~Audit Committee~~Securities ofExchange ~~the~~Act ~~Board,~~ of ~~KPMG LLP~~ 1934, as amended, the ~~independent~~registrant ~~registered~~has ~~public~~duly ~~accounting~~caused ~~firm~~this ofreport ~~the~~to ~~Company~~be ~~for~~signed ~~the~~on ~~fiscal~~its ~~year~~behalf ~~ending~~by ~~December 31, 2023. The results of~~ the ~~vote~~undersigned ~~were~~hereunto asduly ~~follows:~~authorized.

Votes For		Votes Against	Abstentions
Date: June 23, 2023	PhenomeX Inc.
70,334,798		164,843	49,235
	By:	/s/ Scott Chaplin
		Scott Chaplin
		Chief Legal Officer

Proposal No. 3 - Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on a non-binding, advisory basis the compensation of the Company’s named executive officers, as described in more detail in the Proxy Statement. The results of the vote were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
49,913,384		6,389,529		402,069		13,843,894

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 26, 2023	PhenomeX Inc.
	By:	/s/ Scott Chaplin
		Scott Chaplin
		Chief Legal Officer

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