As filed with the Securities and Exchange Commission on March 26, 2024
Registration No. 333-264839
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-264839
UNDER THE SECURITIES ACT OF 1933
Talis Biomedical Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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46-3122255 |
(State or other jurisdiction of |
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(I.R.S. Employer |
1375 West Fulton Market, Suite 700
Chicago, Illinois 60607
(650) 433-3000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert J. Kelley
Chief Executive Officer
Talis Biomedical Corporation
1375 West Fulton Market, Suite 700
Chicago, Illinois 60607
(650) 433-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Michael Dunn
Seyfarth Shaw LLP
700 Milam Street, 15th Floor
Houston, TX 77002
(713) 238-1817
From time to time after this registration statement becomes effective.
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☑
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 7(a)(2)(B) of the Securities Act. ☐
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EXPLANATORY NOTE
Deregistration of Securities
This Post-Effective Amendment to the Registration Statement on Form S-3 (No. 333-264839), as amended (the “Registration Statement”), is being filed to remove from registration all unsold securities of Talis Biomedical Corporation (the “Company”) registered under the Registration Statement.
In connection with the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, (the “Form 10-K”) the Company determined that it will no longer be eligible to register securities on Form S-3 as of the filing date of the Form 10-K.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on March 26, 2024.
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TALIS BIOMEDICAL CORPORATION |
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By: |
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/s/ Robert J. Kelley |
Name: |
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Robert J. Kelley |
Title: |
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Chief Executive Officer |
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-3 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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