NONE 0001850079 false 0001850079 2024-11-04 2024-11-04

 

 

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

Date of Report (Date of earliest event reported): November 4, 2024

 

 

TELESIS BIO INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-40497   45-1216839
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

10431 Wateridge Circle

Suite 150

  
San Diego, California   92121
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 228-4115

N/A

(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:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   TBIO   N/A

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.

On November 4, 2024, Telesis Bio Inc. (the “Company”) entered into promissory notes (the “Promissory Notes”) with Novalis LifeSciences Investments II, L.P. (“Novalis”) and Northpond Ventures III, LP, as lenders (“Northpond”, and together with Novalis, the “Lenders”), pursuant to which the aggregate principal amount borrowed under the Promissory Notes is $3.0 million. The principal amount borrowed under the Promissory Notes will bear interest at the rate of 12.0% per annum. The Promissory Notes have a maturity date of January 15, 2026. Each of the Lenders, along with their affiliates, are beneficial owners of more than 10% of the Company’s common stock.

The foregoing description of the Promissory Notes does not purport to be complete and is qualified in its entirety by the full text of the form of Promissory Note, a copy of which the Company will file with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2024 and are hereby incorporated by reference.

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.

 

      Telesis Bio Inc.
Date: November 8, 2024     By:  

/s/ Eric Esser

      President and CEO
v3.24.3
Document and Entity Information
Nov. 04, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 04, 2024
Entity Registrant Name TELESIS BIO INC.
Entity Incorporation State Country Code DE
Entity File Number 001-40497
Entity Tax Identification Number 45-1216839
Entity Address Address Line 1 10431 Wateridge Circle
Entity Address Address Line 2 Suite 150
Entity Address City Or Town San Diego
Entity Address State Or Province CA
Entity Address Postal Zip Code 92121
City Area Code 858
Local Phone Number 228-4115
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.0001 par value per share
Trading Symbol TBIO
Security Exchange Name NONE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001850079
Amendment Flag false
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