SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Telesis Bio Inc. [ TBIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Redeemable Convertible Preferred Stock | $2.3633(1)(2) | 06/05/2023 | A | 80,000 | 06/05/2023 | (1)(2) | Common Stock | 3,385,097(1)(2) | $100 | 3,385,097(1)(2) | I | See Footnote(3) | |||
| Long-Term Warrants | $2.5996(4) | 06/05/2023 | A | 3,385,097(4) | 06/05/2023 | 06/05/2030 | Common Stock | 3,385,097(4) | $0(6) | 3,385,097(4) | I | See Footnote(3) | |||
| Short-Term Warrants | $2.5996(5) | 06/05/2023 | A | 1,692,549(5) | 06/05/2023 | 06/05/2025 | Common Stock | 1,692,549(5) | $0(6) | 1,692,549(4) | I | See Footnote(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The number of shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") deliverable upon conversion of each share of redeemable convertible preferred stock, par value $0.0001 per share, of the Issuer (the "Preferred Stock") is calculated for purposes of this Form 4 by dividing the "Accrued Value" of all Preferred Stock acquired by Northpond Ventures, LP ("NPV I") as reported in this Form 4 (which aggregate Accrued Value is currently $8.0 million) by a Conversion Price per share of Preferred Stock of $2.3633 (which is the Conversion Price per share currently in effect for the Preferred Stock). |
| 2. (continued from Footnote 1) The Accrued Value is subject to increase from time to time for accrued and unpaid dividends on the Preferred Stock, and the Conversion Price is subject to customary antidilution adjustments, and each is further defined and described in the Certificate of Designation of the Preferred Stock that the Issuer filed with the Secretary of State of the State of Delaware on June 1, 2023. The Preferred Stock is convertible into Common Stock at any time at the election of NPV I and is redeemable at any time after June 5, 2030 at the election of either NPV I or the Issuer. The Preferred Stock has no expiration date. |
| 3. NPV I acquired the Preferred Stock and each of the Warrants (defined below) pursuant to the redeemable convertible preferred stock and warrant purchase agreement, dated as of May 31, 2023, by and among NPV I, the Issuer and the other investors party thereto (the "Purchase Agreement"), and NPV I holds the Preferred Stock and the Warrants directly. Each of Northpond Ventures GP, LLC ("NPV I GP"), the general partner of NPV I, and Michael P. Rubin, the managing member of NPV I GP, may be deemed to be the beneficial owner of the Preferred Stock and the Warrants held by NPV I, as a result of such relationships. Each of the reporting persons disclaims beneficial ownership of the Preferred Stock and the Warrants held by NPV I, expect to the extent of its or his respective pecuniary interested therein. |
| 4. The number of shares of Common Stock underlying this warrant and the exercise price are subject to customary adjustments in the event of any stock split, stock dividend and/or certain other events involving the Issuer. |
| 5. The number of shares of Common Stock underlying this warrant (together with the warrant described in footnote 3, the "Warrants") and the exercise price are subject to customary adjustments in the event of any stock split, stock dividend and/or certain other events involving the Issuer. |
| 6. NPV I paid no additional purchase-price consideration to acquire the Warrants pursuant to the Purchase Agreement, as all purchase-price consideration thereunder was attributable to the Preferred Stock. |
| Remarks: |
| Andrea Jackson, a Partner at Northpond Ventures, serves on the Issuer's board of directors (the "Board") as a representative of the Reporting Persons. By virtue of her representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors of the Issuer by deputization. |
| Northpond Ventures GP, LLC, By: /s/ Patrick Smerkers, Chief Financial Officer, Partner | 06/07/2023 | |
| Northpond Ventures, LP, By: Northpond Ventures GP, LLC, its general partner, By: /s/ Patrick Smerkers, Chief Financial Officer, Partner | 06/07/2023 | |
| /s/ Michael P. Rubin | 06/07/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||