View:
United States securities and exchange commission logo
January 14, 2021
Brian Coe
Chief Executive Officer
Talis Biomedical Corporation
230 Constitution Drive
Menlo Park, CA 94025
Re: Talis Biomedical
Corporation
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted January
6, 2021
CIK No. 0001584751
Dear Mr. Coe:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
January 6, 2021
Series 1 convertible preferred stock to be outstanding after this
offering, page 11
1. We note your response
to prior comment 5. As requested by that comment, in an
appropriate location in
your prospectus, please disclose the business purposes for the
contemplated issuance
of the Series 1 convertible preferred stock in connection with your
offering, why your
majority stockholder desires to own a post-offering security that
provides it with the
option to convert its ownership to non-voting common stock at a point
in the future, and any
other information regarding the transaction or the related person in
the context of the
transaction that is material to investors in light of the circumstances of
the particular
transaction. Please refer to Regulation S-K Item 404(a)(6).
Brian Coe
FirstName LastNameBrian Coe
Talis Biomedical Corporation
Comapany
January 14,NameTalis
2021 Biomedical Corporation
January
Page 2 14, 2021 Page 2
FirstName LastName
Talis One Test, page 126
2. We note your response to prior comment 9. Please revise the Overview
section of the
Summary to clearly disclose that your initial focus was on women's
health and sexually
transmitted infections and that you postponed development of that
program to focus on a
COVID-19 test.
Intellectual property, page 134
3. We note your response to prior comment 12. Please revise your
disclosure to indicate
how the in-licensed intellectual property from the University of
Chicago and Caltech
impacts your competitive position in the industry.
You may contact Michael Fay at 202-551-3812 or Brian Cascio at
202-551-3676 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Tim Buchmiller at 202-551-3635 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Karen E. Deschaine, Esq.