UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. 1)*
Talis Biomedical Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87424L108
(CUSIP number)
Alexandra A. Toohey
Chief Financial Officer
Baker Bros. Advisors LP
860 Washington Street, 3rd Floor
New York, NY 10014
(212) 339-5690
(Name, address and telephone number of person authorized to receive notices and communications)
March 26, 2021
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
(Continued on the following pages)
(Page 1 of 11 Pages)
*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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 87424L108 | Page 2 of 11 Pages |
| 1. | NAMES
OF REPORTING PERSONS Baker Bros. Advisors LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)
¨ (b) ¨ |
| 3. | SEC USE ONLY
| |
| 4. | SOURCE OF
FUNDS* OO | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE
VOTING POWER: 37,432,057 (1) |
| 8. | SHARED VOTING POWER: 0 | |
| 9. | SOLE DISPOSITIVE POWER: 37,432,057 (1) | |
| 10. | SHARED DISPOSITIVE POWER: 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 37,432,057 (1) | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.5% (1)(2) | |
| 14. | TYPE
OF REPORTING PERSON* IA, PN | |
| (1) | Includes 29,857,222 shares of common stock (“Common Stock”) of Talis Biomedical Corporation (the “Issuer”) issuable upon the conversion of Series 1 Convertible Preferred Stock (“Series 1 Preferred”) of the Issuer. |
| (2) | Based on 25,637,603 shares of Common Stock of the Issuer outstanding as of March 25, 2021, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2021. |
| CUSIP No. 87424L108 | Page 3 of 11 Pages |
| 1. | NAMES
OF REPORTING PERSONS Baker Bros. Advisors (GP) LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)
¨ (b) ¨ |
| 3. | SEC USE ONLY
| |
| 4. | SOURCE OF
FUNDS* OO | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE
VOTING POWER: 37,432,057 (1) |
| 8. | SHARED VOTING POWER: 0 | |
| 9. | SOLE DISPOSITIVE POWER: 37,432,057 (1) | |
| 10. | SHARED DISPOSITIVE POWER: 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 37,432,057 (1) | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.5% (1)(2) | |
| 14. | TYPE
OF REPORTING PERSON* HC, OO | |
| (1) | Includes 29,857,222 shares of Common Stock issuable upon the conversion of Series 1 Preferred. |
| (2) | Based on 25,637,603 shares of Common Stock of the Issuer outstanding as of March 25, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on March 30, 2021. |
| CUSIP No 87424L108 | Page 4 of 11 Pages |
| 1. | NAMES
OF REPORTING PERSONS Felix J. Baker | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)
¨ (b) ¨ |
| 3. | SEC USE ONLY
| |
| 4. | SOURCE OF
FUNDS* OO | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE
VOTING POWER: 37,439,210 (1) |
| 8. | SHARED VOTING POWER: 0 | |
| 9. | SOLE DISPOSITIVE POWER: 37,439,210 (1) | |
| 10. | SHARED DISPOSITIVE POWER: 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 37,439,210 (1) | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.5% (1)(2) | |
| 14. | TYPE
OF REPORTING PERSON* IN, HC | |
| (1) | Includes 29,863,674 shares of Common Stock issuable upon the conversion of Series 1 Preferred. |
| (2) | Based on 25,637,603 shares of Common Stock of the Issuer outstanding as of March 25, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on March 30, 2021. |
| CUSIP No. 87424L108 | Page 5 of 11 Pages |
| 1. | NAMES
OF REPORTING PERSONS Julian C. Baker | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)
¨ (b) ¨ |
| 3. | SEC USE ONLY
| |
| 4. | SOURCE OF
FUNDS* OO | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE
VOTING POWER: 37,439,210 (1) |
| 8. | SHARED VOTING POWER: 0 | |
| 9. | SOLE DISPOSITIVE POWER: 37,439,210 (1) | |
| 10. | SHARED DISPOSITIVE POWER: 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 37,439,210 (1) | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
¨ |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.5% (1)(2) | |
| 14. | TYPE
OF REPORTING PERSON* IN, HC | |
| (1) | Includes 29,863,674 shares of Common Stock issuable upon the conversion of Series 1 Preferred. |
| (2) | Based on 25,637,603 shares of Common Stock of the Issuer outstanding as of March 25, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on March 30, 2021. |
| CUSIP No 87424L108 | Page 6 of 11 Pages |
| 1. | NAMES
OF REPORTING PERSONS FBB Associates | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)
¨ (b) ¨ |
| 3. | SEC USE ONLY
| |
| 4. | SOURCE OF
FUNDS (See Instructions) OO | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE
VOTING POWER: 6,010 (1) |
| 8. | SHARED VOTING POWER: 0 | |
| 9. | SOLE DISPOSITIVE POWER: 6,010 (1) | |
| 10. | SHARED DISPOSITIVE POWER: 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,010 (1) | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02% (1)(2) | |
| 14. | TYPE
OF REPORTING PERSON (See Instructions) PN, OO | |
| (1) | Includes 5,420 shares of Common Stock issuable upon the conversion of Series 1 Preferred. |
| (2) | Based on 25,637,603 shares of Common Stock of the Issuer outstanding as of March 25, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on March 30, 2021. |
| CUSIP No 87424L108 | Page 7 of 11 Pages |
| 1. | NAMES
OF REPORTING PERSONS FBB3 LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a)
¨ (b) ¨ |
| 3. | SEC USE ONLY
| |
| 4. | SOURCE OF
FUNDS (See Instructions) OO | |
| 5. | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE
VOTING POWER: 1,143 (1) |
| 8. | SHARED VOTING POWER: 0 | |
| 9. | SOLE DISPOSITIVE POWER: 1,143 (1) | |
| 10. | SHARED DISPOSITIVE POWER: 0 |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,143 (1) | |
| 12. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
¨ |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.004% (1)(2) | |
| 14. | TYPE
OF REPORTING PERSON (See Instructions) OO | |
| (1) | Includes 1,032 shares of Common Stock issuable upon the conversion of Series 1 Preferred. |
| (2) | Based on 25,637,603 shares of Common Stock of the Issuer outstanding as of March 25, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on March 30, 2021. |
Amendment No. 1 to Schedule 13D
This Amendment No. 1 to Schedule 13D amends and supplements the previously filed Schedule 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), FBB Associates (“FBB”), FBB3 LLC (“FBB3”), Julian C. Baker and Felix J. Baker (collectively the “Reporting Persons”). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
The Adviser GP is the sole general partner of the Adviser. Pursuant to the management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together with Life Sciences, the “Funds”), and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power over securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| ITEM 5. | Interest in Securities of the Issuer. |
Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
Set forth below is the aggregate number of shares of common stock (“Common Stock”) of Talis Biomedical Corporation (the “Issuer”) directly held by each of the Funds, which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as the shares of Common Stock that may be acquired upon conversion of Series 1 Convertible Preferred Stock of the Issuer (“Series 1 Preferred”) by the Funds.
| Holder | Common Stock | Series 1 Preferred | ||||||
| 667, L.P. | 571,659 | 2,345,481 | ||||||
| Baker Brothers Life Sciences, L.P. | 7,003,176 | 27,511,741 | ||||||
| Total | 7,574,835 | 29,857,222 | ||||||
FBB directly holds 590 shares of Common Stock and 5,420 shares of Series 1 Preferred. FBB3 directly holds 111 shares of Common Stock and 1,032 shares of Series 1 Preferred.
Shares of Series 1 Preferred are convertible at the option of the holder without consideration (i) at any time on a 1-for-1 basis into Common Stock, (2) at any time following the third anniversary of the closing of the IPO, on a 1-for-1 basis into shares of non-voting Series 2 Convertible Preferred Stock ("Series 2 Preferred") of the Issuer or (3) upon consummation of any sale of Series 1 Preferred, each share of Series 1 Preferred shall automatically convert into Common Stock. Series 2 Preferred is convertible on a 1-for-1 basis into Common Stock subject to beneficial ownership limitations as described below. The Series 1 Preferred shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series 1 Preferred could be converted. As the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, with respect to the acquisition by each holder of Series 1 Preferred of its respective aggregate voting interest in the Issuer has expired, the previously disclosed restrictions on voting for the Series 1 Preferred are no longer applicable.
The shares of Series 2 Preferred are only convertible to the extent that after giving effect to such conversion the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, would beneficially own, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, no more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). By notice to the Issuer, the Funds may from time to time increase or decrease the Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. As a result of this restriction, the number of shares that may be issued upon conversion of the shares of Series 2 Preferred by the above holders may change depending upon changes in the number of outstanding shares of Common Stock. The Series 2 Preferred shall have no right to vote on any matter related to the appointment, election or removal of the directors of the Issuer.
Felix J. Baker, a managing member of the Adviser GP, and Raymond Cheong, a full-time employee of the Adviser, have served on the Board of Directors of the Issuer (the “Board”) since July 1, 2013 and June 19, 2020, respectively. Felix J. Baker and Raymond Cheong serve on the Board as representatives of the Funds. The policy of the Adviser to the Funds does not permit managing members of the Adviser GP or full-time employees of the Adviser to receive compensation for serving as directors of the Issuer, and the Funds are instead entitled to the pecuniary interest in any compensation received for their service.
The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
Julian C. Baker and Felix J. Baker are also the sole managers of FBB3 and by policy they do not transact in or vote the securities of the Issuer held by FBB3.
Julian C. Baker and Felix J. Baker are also the sole partners of FBB and as such may be deemed to be beneficial owners of securities owned by FBB and may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those securities.
(c) Except as previously disclosed in this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days.
(d) Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital (GP), LLC.
Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Brothers Life Sciences Capital (GP), LLC.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of this Schedule 13D is supplemented and superseded, as the case may be, as follows:
Registration Rights Agreement
On March 26, 2021, the Funds entered into a registration rights agreement (the “Registration Rights Agreement”) with the Issuer pursuant to which the Funds are entitled to certain resale registration rights with respect to shares of Common Stock of the Issuer issued or issuable upon the conversion of any securities of the Issuer that are now held or are hereafter acquired by the Funds (the “Registrable Securities”).
Under the Registration Rights Agreement, following a request by the Funds on or after February 1, 2022, the Issuer is obligated to file a resale registration statement on Form S-3, or other appropriate form, covering Registrable Securities held by the Funds (the “Resale Registration Shelf”), and to keep the Resale Registration Shelf effective until the earlier of such time that (i) all Registrable Securities covered by the Resale Registration Shelf have been sold or may be sold freely without limitations or restrictions as to volume or manner of sale pursuant to Rule 144 of the Securities Act of 1933, as amended, or (ii) all Registrable Securities covered by the Resale Registration Shelf otherwise cease to be considered Registrable Securities pursuant to the terms of the Registration Rights Agreement. Under the Registration Rights Agreement, the Funds have the right to (i) one underwritten public offering per calendar year, but no more than three underwritten public offerings in total, and (ii) no more than two underwritten public offerings or block trades in any twelve-month period, to effect the sale or distribution of Registrable Securities, subject to specified exceptions, conditions and limitations. The rights of the Funds under the Registration Rights Agreement will continue in effect for up to ten years.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit | Description |
| 99.1 | Registration Rights Agreement, by and among Talis Biomedical Corporation, 667, L.P., and Baker Brothers Life Sciences, L.P., dated as of March 26, 2021 (incorporated by reference to Exhibit 4.5 to the Issuer’s Annual Report on Form 10-K, filed with the SEC on March 30, 2021). |
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.
April 2, 2021
`
BAKER BROS. ADVISORS LP
By: Baker Bros. Advisors (GP) LLC, its general partner | ||
| By: | /s/ Scott L. Lessing | |
| Name: Scott L. Lessing Title: President | ||
| BAKER BROS. ADVISORS (GP) LLC | ||
|
By: |
/s/ Scott L. Lessing | |
| Name: Scott L. Lessing Title: President | ||
| /s/ Julian C. Baker | |
| Julian C. Baker | |
| /s/ Felix J. Baker | |
| Felix J. Baker | |
| FBB3 LLC | |
| /s/ Julian C. Baker | |
| Name: Julian C. Baker | |
| Title: Manager | |
| FBB Associates | |
| /s/ Julian C. Baker | |
| Name: Julian C. Baker | |
| Title: Partner |