UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2024 ( |
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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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading |
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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 1.01 Entry into a Material Definitive Agreement.
In March 2024, the Company terminated a previously filed registration statement on Form S-3 (the “Demand Registration Statement”) as the Company was no longer eligible to register securities on Form S-3. On March 25, 2024, the Company entered into a Waiver of Registration Rights (the “Waiver Agreement”) with Baker Brothers Life Sciences L.P. and 667, L.P. (the Baker Funds) to obtain a waiver of the registration rights relating to all of these securities previously registered for resale by the Demand Registration Statement for a period of thirty (30) days.
On April 29, 2024, the Baker Funds agreed to extend the Waiver Agreement through May 27, 2024 (“Amendment to the Waiver Agreement”).
On May 30, 2024, the Baker Funds agreed to further extend the Waiver Agreement through June 26, 2024 (“Amendment No. 2 to the Waiver Agreement”), effective as of May 27, 2024.
On June 24, 2024, the Baker Funds agreed to further extend the Waiver Agreement through September 25, 2024 (“Amendment No. 3 to the Waiver Agreement”), effective as of June 24, 2024.
The foregoing summary of Amendment No. 3 to the Waiver Agreement does not purport to be complete and is qualified in its entirety by Amendment No. 3 to the Waiver Agreement filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
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10.1 |
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104 |
Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Talis Biomedical Corporation |
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Date: |
June 25, 2024 |
By: |
/s/ Robert J. Kelley |
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Robert J. Kelley |
Exhibit 10.1
Amendment No. 3 to Waiver of Registration Rights
This Amendment No. 3 to Waiver of Registration Rights (this “Amendment”) is entered into as of the date set forth on the signature page hereto between Talis Biomedical Corporation, a Delaware corporation (the “Company”), and the undersigned holders of shares of capital stock of the Company (the “Stockholders”).
The parties entered into that certain Waiver of Registration Rights dated March 25, 2024, as amended by that certain Amendment to Waiver of Registration Rights dated April 29, 2024, and that certain Amendment No. 2 to Waiver of Registration Rights dated May 30, 2024 (collectively, the “Waiver”). The parties desire to extend the term of the Waiver by an additional three (3) months.
The parties thereby agree as follows:
Upon the execution of this Waiver of Registration Rights by the Company and the undersigned Stockholders, and pursuant to Section 3.1 of the Registration Rights Agreement, the undersigned Stockholders hereby waive their registration rights pursuant to Sections 2.1(a) and 2.1(b) of the Registration Rights Agreement with respect to all Registrable Securities beneficially owned by the Stockholders under the Registration Rights Agreement through and including September 25, 2024.
[SIGNATURE PAGE FOLLOWS]
Exhibit 10.1
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to Waiver of Registration Rights effective as of June 24, 2024.
TALIS BIOMEDICAL CORPORATION
By: /s/ Robert J. Kelley
Robert J. Kelley
Chief Executive Officer
BAKER BROTHERS LIFE SCIENCES L.P.
By: BAKER BROS. ADVISORS LP, management company and investment adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted to it by Baker Brothers Life Sciences Capital, L.P., general partner to BAKER BROTHERS LIFE SCIENCES, L.P., and not as the general partner
By: /s/ Scott Lessing
Scott Lessing
President
667, L.P.
By: BAKER BROS. ADVISORS LP, management company and investment adviser to 667, L.P., pursuant to authority granted to it by Baker Biotech Capital, L.P., general partner to 667, L.P., and not as the general partner
By: /s/ Scott Lessing
Scott Lessing
President