UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

IsoPlexis Corp.
(Name of Issuer)
 
Common Stock, no par value
(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 on 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 SCHEDULE 13G Page 2 of 9

 

 

1

NAME OF REPORTING PERSON

 

North Sound Trading, LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  
  5

SOLE VOTING POWER

 

1,033,000

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,033,000

8

SHARED DISPOSITIVE POWER

 

0

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,033,000

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.6%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

   

 

CUSIP No. 465005106 SCHEDULE 13G Page 3 of 9

 

 

1

NAME OF REPORTING PERSON

 

North Sound Ventures, LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  
  5

SOLE VOTING POWER

 

210,987

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

210,987

8

SHARED DISPOSITIVE POWER

 

0

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

210,987

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.5%

  
12

TYPE OF REPORTING PERSON

 

PN

  

 

   

 

CUSIP No. 465005106 SCHEDULE 13G Page 4 of 9

 

 

1

NAME OF REPORTING PERSON

 

North Sound Management, Inc.

  
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

 

1,243,987

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

1,243,987

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,243,987

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.1%

  
12

TYPE OF REPORTING PERSON

 

IA, CO

  

 

   

 

CUSIP No. 465005106 SCHEDULE 13G Page 5 of 9

 

 

1

NAME OF REPORTING PERSON

 

Brian Miller

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

  

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

3,644,418

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

3,644,418

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,644,418

  
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.0%

  
12

TYPE OF REPORTING PERSON

 

IN

  

 

   

 

CUSIP No. 465005106 SCHEDULE 13G Page 6 of 9

 

 

ITEM 1. (a) Name of Issuer:
     
    IsoPlexis Corp. (the “Issuer”)
     
  (b) Address of Issuer’s Principal Executive Offices:
   

35 NE Industrial Road

Branford, CT 06405

   
ITEM 2. (a) Name of Person Filing:
   

 

This statement is being filed on behalf of each of the following persons (each, a “Reporting Person” and, collectively, the “Reporting Persons”):

 

(1)          North Sound Trading, LP

(2)          North Sound Ventures, LP

(3)          North Sound Management, Inc.

(4)          Brian Miller

     
  (b)

Address of Principal Business Office, or if none, Residence:

 

The principal business address for each of the Reporting Persons is:

 

c/o North Sound Management, Inc.

115 East Putnam Avenue

Greenwich, CT 06830

     
  (c) Citizenship:
     
    See row 4 of the cover page of each Reporting Person.
     
  (d) Title of Class of Securities:
     
    See cover page.
     
  (e) CUSIP Number:
     
    See cover page.
     
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
     
  Not applicable.
     
ITEM 4. OWNERSHIP.
   
  (a)

Amount beneficially owned:

 

See row 9 of the cover page of each Reporting Person.

 

As the general partner of North Sound Trading (“NST”) and North Sound Ventures (“NSV”), North Sound Management (“NS Management”) may be deemed to beneficially own the shares held by NST and NSV.  Mr. Miller is the sole owner of NS Management and may be deemed to beneficially own the shares beneficially owned by NS Management.

     
  (b)

Percent of class:

 

See row 11 of the cover page of each Reporting Person.

 

The calculations of beneficial ownership percentage is based on 40,351,574 shares of Common Stock issued and outstanding as of February 6, 2023, as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on February 13, 2023.

 

 

   

 

CUSIP No. 465005106 SCHEDULE 13G Page 7 of 9

 

  (c) Number of shares as to which such person has:
     
    (i)

Sole power to vote or to direct the vote:

 

See row 5 of the cover page of each Reporting Person.

       
    (ii)

Shared power to vote or to direct the vote:

 

See row 6 of the cover page of each Reporting Person.

       
    (iii)

Sole power to dispose or to direct the disposition of:

 

See row 7 of the cover page of each Reporting Person.

       
    (iv)

Shared power to dispose or to direct the disposition of:

 

See row 8 of the cover page of each Reporting Person.

 
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.
   
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.
   
  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. CERTIFICATION.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

   

 

CUSIP No. 465005106 SCHEDULE 13G Page 8 of 9

 

Exhibit Index

Exhibit No.   Description
     
99.1   Joint Filing Agreement, dated December 23, 2021, among North Sound Trading LP, North Sound Management, Inc., and Brian Miller (previously filed).

 

   

 

 

CUSIP No. 465005106 SCHEDULE 13G Page 9 of 9

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:  February 14, 2023

 

  NORTH SOUND TRADING, LP  
         
  By: North Sound Management, Inc., its  
  general partner  
         
  By: /s/ Brian Miller  
    Name: Brian Miller  
    Title: President  
     
  NORTH SOUND VENTURES, LP  
         
  By: North Sound Management, Inc., its  
  general partner  
         
  By: /s/ Brian Miller  
    Name: Brian Miller  
    Title: President  
         
  NORTH SOUND MANAGEMENT, INC.  
         
  By: /s/ Brian Miller  
    Name: Brian Miller  
    Title: President  
         
         
  /s/ Brian Miller  
  Brian Miller  

 

 

   

 

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