SEC Form 3 filed by new insider Novalis Lifesciences Investments Ii Gp, Llc
$DNAY
Medical Specialities
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 06/05/2023 |
3. Issuer Name and Ticker or Trading Symbol
Telesis Bio Inc. [ TBIO ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 6,558,625(1) | 2.3633 | I | See footnotes(3)(4) |
| Warrant (right to buy) | 06/05/2023 | 06/05/2030 | Common Stock | 6,558,626(2) | 2.5996 | I | See footnotes(3)(4) |
| Warrant (right to buy) | 06/05/2023 | 06/05/2025 | Common Stock | 3,279,313(2) | 2.5996 | I | See footnotes(3)(4) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Each share of Redeemable Convertible Preferred Stock has a stated value of $100 (the "Stated Value") and accrues dividends daily at an initial rate of 8.0% per annum. The Stated Value, as adjusted to give effect to such dividends, is referred to as the "Accrued Value." Each share of Redeemable Convertible Preferred Stock is convertible, at the option of the holder or, upon the occurrence of certain events, at the option of the Issuer, into a number of shares of the Issuer's Common Stock determined by dividing the Accrued Value by the conversion price. The Redeemable Convertible Preferred Stock is not convertible to the extent that such conversion would result in the holder of such Redeemable Convertible Preferred Stock, together with its attribution parties, beneficially owning in excess of 19.99% of the Issuer's voting power. |
| 2. The warrants are not exercisable to the extent that such exercise would result in the holder of such warrant, together with its attribution parties, beneficially owning in excess of 19.99% of the Issuer's voting power. |
| 3. Represents securities held directly by Novalis LifeSciences Investments II, L.P. ("Novalis LifeSciences"). Novalis LifeSciences Investments II GP, LLC ("Novalis LifeSciences GP"), whose managers are Marijn Dekkers and Paul Meister, is the general partner of Novalis LifeSciences. As a result, Novalis LifeSciences GP, Mr. Dekkers and Mr. Meister may each be deemed to share voting and dispositive power with respect to the securities held by Novalis LifeSciences. Novalis LifeSciences GP, Mr. Dekkers and Mr. Meister each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| 4. Mr. Meister is a director of the issuer. |
| Remarks: |
| Novalis LifeSciences Investments II GP, LLC, By: /s/ Paul M. Meister, Title: Authorized Signatory | 06/08/2023 | |
| Novalis LifeSciences Investments II, L.P., By: Novalis LifeSciences Investments II GP, LLC, its general partner, By: /s/ Paul M. Meister, Title: Authorized Signatory | 06/08/2023 | |
| /s/ Paul M. Meister | 06/08/2023 | |
| /s/ Marijn E. Dekkers | 06/08/2023 | |
| ** 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 5 (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. | ||