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): July 05, 2023 |
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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1100 Island Drive Suite 101 | |
Redwood City, California | | 94065 |
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 30, 2023, Talis Biomedical Corporation (the “Company”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-15 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share, effective as of 5:00 p.m., Eastern Time, on July 5, 2023 (the “Reverse Stock Split”). The total number of issued and outstanding shares of the Company's common stock will be reduced from approximately 26.9 million to approximately 1.8 million. The common stock is expected to begin trading on a post-split basis on The Nasdaq Capital Market (“Nasdaq”) as of the open of trading on July 6, 2023, and the trading symbol will continue to be “TLIS”. In connection with the Reverse Stock Split, the CUSIP number for the Company's common stock has been changed to 87424L 207.
The Company’s stockholders approved the Certificate of Amendment to effect the Reverse Stock Split at the Annual Meeting of Stockholders held on June 9, 2023 (the “Annual Meeting”), which was previously disclosed in the Company's Current Report on Form 8-K filed on June 9, 2023. Following the Annual Meeting, the Board of Directors determined to effect the Reverse Stock Split at a ratio of 1-for-15.
As a result of the Reverse Stock Split, every fifteen (15) shares of the Company’s issued and outstanding common stock will be automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. Any fractional shares that would otherwise be issuable as a result of the Reverse Stock Split will be converted to one whole share of common stock in lieu of such fractional shares. Proportional adjustments will be made to the number of shares of common stock issuable upon the exercise of the Company’s outstanding options and restricted stock units, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plan.
Broadridge Financial Services, Inc. ("Broadridge"), the Company’s transfer agent, is acting as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to each brokers’ particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Stockholders holding shares of the Company’s common stock in certificate form will receive a transmittal letter from Broadridge with instructions as soon as practicable after the effective date of the Reverse Stock Split.
The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment that effectuated the Reverse Stock Split, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the press release announcing the Reverse Stock Split is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 hereunto duly authorized.
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| | | TALIS BIOMEDICAL CORPORATION |
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Date: | July 5, 2023 | By: | /s/ Rebecca L. Markovich |
| | | Rebecca L. Markovich
Interim Chief Financial Officer |
