| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Telesis Bio Inc. [ TBIO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| ||||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 06/05/2023 | A | 20,000 | 06/05/2023 | (1) | Common Stock | (2) | (3) | 20,000 | D | ||||
| Short-Term Warrant | $2.5996 | 06/05/2023 | A | 423,137 | 06/05/2023 | 06/05/2025 | Common Stock | 423,137(4) | (3) | 423,137 | D | ||||
| Long-Term Warrant | $2.5996 | 06/05/2023 | A | 846,274 | 06/05/2023 | 06/05/2030 | Common Stock | 846,274(4) | (3) | 846,274 | D | ||||
| Explanation of Responses: |
| 1. The Redeemable Convertible Preferred Stock, par value $0.0001 per share, (the "Preferred Stock") has no expiration date. |
| 2. Pursuant to the Certificate of Designation contemplated by the Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated as of May 31, 2023 (the "Purchase Agreement") (the "Certificate of Designation"), each share of Preferred Stock may be converted at any time into Common Stock as is determined by dividing (i) the sum of the Accrued Value (as defined in the Certificate of Designation) plus an amount equal to all accrued or declared and unpaid dividends on the Preferred Stock that have not previously been added to the Accrued Value by (ii) the Conversion Price in effect at the time of conversion. The "Conversion Price" shall initially be equal to $2.3633 per share. The rate at which shares of Preferred Stock may be converted into shares of Common Stock shall be subject to adjustment pursuant to the Certificate of Designation. Each share of Preferred Stock is initially convertible into approximately 42.3 shares of Common Stock. |
| 3. The Preferred Stock was sold in fixed combinations with the warrants, with BroadOak Fund IV, LLC ("BroadOak") receiving (a) a Short-Term Warrant (as defined in the Purchase Agreement) to purchase one-half of a share of Common Stock per each share of Common Stock initially underlying the Preferred Stock purchased by BroadOak and (b) a Long-Term Warrant (as defined in the Purchase Agreement) to purchase one share of Common Stock per each share of Common Stock initially underlying the Preferred Stock purchased by BroadOak. The purchase price per share of Preferred Stock and accompanying Short-Term Warrant and Long-Term Warrant was $100.00. |
| 4. BroakOak may elect to receive to receive a Pre-Funded Warrant (as defined in the Purchase Agreement) in lieu of shares of Common Stock upon exercise of the Short-Term or Long-Term Warrant. |
| Remarks: |
| /s/ Rob Cutler, as Attorney-in-Fact | 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. | ||