As filed with the Securities and Exchange Commission on August 2, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Talis Biomedical Corporation
(Exact name of registrant as specified in its charter)
|
|
|
Delaware |
| 46-3211155 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
| |
3400 Bridge Parkway Redwood City, California |
| 94065 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Talis Biomedical Corporation 2021 Equity Incentive Plan
Talis Biomedical Corporation 2021 Employee Stock Purchase Plan
(Full titles of the plan)
J. Roger Moody, Jr.
Chief Financial Officer
Talis Biomedical Corporation
3400 Bridge Parkway
Redwood City, California 94065
(650) 433-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Karen E. Deschaine
Edmond J. Lay
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
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.
|
|
|
|
|
|
|
Large accelerated filer |
| ☐ |
| Accelerated filer |
| ☐ |
|
|
|
| |||
Non-accelerated filer |
| ☒ |
| Smaller reporting company |
| ☒ |
|
|
|
| |||
|
|
|
| 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 7(a)(2)(B) of the Securities Act. ☐
INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by the Registrant for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective. The Registrant previously registered its shares of common stock, par value $0.0001 per share, for issuance under the Registrant’s 2021 Equity Incentive Plan and the Registrant’s 2021 Employee Stock Purchase Plan under the Registrant’s Registration Statement on Form S-8 (the “Prior Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2021 (File No. 333-253218). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by references the contents of the Prior Registration Statement.
ITEM 8. | EXHIBITS. |
|
|
|
Exhibit |
| Description |
|
| |
4.1 |
| |
|
| |
4.2 |
| |
|
| |
4.3 |
| |
|
| |
5.1 |
| |
|
| |
23.1 |
| |
|
| |
23.2 |
| |
|
| |
24.1 |
| Power of Attorney. Reference is made to the signature page hereto. |
|
| |
99.1 |
| |
|
|
|
99.2 |
| |
|
|
|
107 |
| |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on the 2nd day of August, 2022.
|
|
|
TALIS BIOMEDICAL CORPORATION | ||
|
| |
By: |
| /s/ J. Roger Moody, Jr. |
|
| J. Roger Moody, Jr. |
|
| Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Kelley and J. Roger Moody, Jr., and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
| Title |
| Date |
|
|
|
|
|
/s/ Robert J. Kelley |
| Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer) |
| August 2, 2022 |
Robert J. Kelley |
|
|
|
|
|
|
|
|
|
/s/ J. Roger Moody, Jr. |
| Chief Financial Officer (Principal Financial and Accounting Officer) |
| August 2, 2022 |
J. Roger Moody, Jr. |
|
|
|
|
|
|
|
|
|
/s/ Felix Baker, Ph.D. |
| Member of the Board of Directors |
| August 2, 2022 |
Felix Baker, Ph.D. |
|
|
|
|
|
|
|
|
|
/s/ Melissa Gilliam M.D., M.P.H. |
| Member of the Board of Directors |
| August 2, 2022 |
Melissa Gilliam M.D., M.P.H. |
|
|
|
|
|
|
|
|
|
/s/ Rustem F. Ismagilov, Ph. D. |
| Member of the Board of Directors |
| August 2, 2022 |
Rustem F. Ismagilov, Ph.D. |
|
|
|
|
|
|
|
|
|
/s/ Kimberly J. Popovits |
| Member of the Board of Directors |
| August 2, 2022 |
Kimberly J. Popovits |
|
|
|
|
|
|
|
|
|
/s/ Matthew L. Posard |
| Member of the Board of Directors |
| August 2, 2022 |
Matthew L. Posard |
|
|
|
|
|
|
|
|
|
/s/ Randal Scott, Ph.D. |
| Member of the Board of Directors |
| August 2, 2022 |
Randal Scott, Ph.D. |
|
|
|
|