UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 01, 2022 |
Talis Biomedical Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-40047 | 46-3122255 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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230 Constitution Drive | |
Menlo Park, California | | 94025 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (650) 433-3000 |
(Former Name or Former Address, if Changed Since Last Report)
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)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, $0.0001 par value per share | | TLIS | | The NASDAQ Stock Market LLC |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 1, 2022, the Compensation Committee (the “Committee”) of the Board of Directors of Talis Biomedical Corporation (the “Company”) granted stock options (the "Options") to its employees, including to Robert J. Kelley, Chief Executive Officer and J. Roger Moody, Jr., Chief Financial Officer, to purchase shares of the Company’s common stock, as set forth below. The grants were made pursuant to the Talis Biomedical Corporation 2021 Equity Incentive Plan (the "2021 Plan") and the Forms of Stock Option Grant Notice and Option Agreement.
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Name and Position | Number of Stock Options |
Robert J. Kelley
Chief Executive Officer | 723,560 |
J. Roger Moody, Jr.
Chief Financial Officer | 500,000 |
Each of the Options is exercisable at $1.03 per share, which was the closing price of the Company's common stock on June 1, 2022, and has a 10-year term, subject to earlier termination upon the occurrence of certain events related to termination of employment. The Options shall vest on the following schedule:
•One-third of the shares (the “time-based shares”) shall vest on the following schedule:
oOne-fourth (1/4) of the time-based shares vest one year after June 1, 2022, the Vesting Commencement Date (“VCD”); the balance of the time-based shares vest in a series of thirty-six (36) successive monthly installments measured from the first anniversary of the VCD, subject to optionholder’s continuous service as of each such date.
•One-third of the shares shall vest on the seventh (7th) anniversary of the VCD, subject to optionholder’s continuous service as of such date, provided that such vesting shall be subject to partial or full acceleration based upon certain pre-determined commercial and regulatory milestones.
•One-third of the shares shall vest on the seventh (7th) anniversary of the VCD, subject to optionholder’s continuous service as of such date, provided that such vesting shall be subject to partial or full acceleration based on pre-determined closing prices of the Company's common stock sustained for a certain number of consecutive trading days.
The summary of the terms and conditions of the Options set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the 2021 Plan previously filed with the Securities and Exchange Commission and the Forms of Stock Option Grant Notice and Option Agreement attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 thereunto duly authorized.
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| | | TALIS BIOMEDICAL CORPORATION |
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Date: | June 2, 2022 | By: | /s/ J. Roger Moody, Jr. |
| | | J. Roger Moody, Jr.
Chief Financial Officer |
