UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Telesis Bio Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
192003 101
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 192003101
| 1. |
Names of Reporting Persons.
Todd R. Nelson | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
6,148,597 (1) | ||||
| 6. | Shared Voting Power
122,516 | |||||
| 7. | Sole Dispositive Power
6,148,597 (1) | |||||
| 8. | Shared Dispositive Power
122,516 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,271,113 (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
21.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Includes (i) 90,747 shares of Common Stock held by Todd R. Nelson, (ii) 6,000,000 shares of Common Stock held by GATTACA Mining LLC, for which Todd R. Nelson serves as managing member, (iii) 122,516 shares of Common Stock held by M-185 Corporation, of which Todd R. Nelson is the majority stockholder, (iv) 11,975 shares of Common Stock issuable to Todd R. Nelson upon vesting of restricted stock units within 60 days of December 31, 2022; and (v) options to purchase 45,875 shares of Common Stock held by Todd R. Nelson, which are exercisable within 60 days of December 31, 2022. |
CUSIP No. 192003101
| 1. |
Names of Reporting Persons.
GATTACA Mining LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
6,000,000 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
6,000,000 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,000,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
21.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| Item 1(a) | Name of Issuer: |
Telesis Bio Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
9535 Waples Street
Suite 100
San Diego, CA 92121-2993
| Item 2(a) | Name of Person Filing: |
This Schedule 13G is filed by:
(i) Todd R. Nelson, the President and Chief Executive Officer of Telesis Bio Inc.; and
(ii) GATTACA Mining LLC, for which Todd R. Nelson serves as managing member.
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of Todd R. Nelson is:
9535 Waples Street
Suite 100
San Diego, CA 92121-2993
The address of the principal business office of GATTACA Mining LLC is:
P.O. Box 676273
Rancho Santa Fe, CA 92067
| Item 2(c) | Citizenship: |
Todd R. Nelson is a United States citizen.
GATTACA Mining LLC is a Delaware limited liability company.
| Item 2(d) | Title of Class of Securities: |
Common Stock, $0.0001 par value
| Item 2(e) | CUSIP Number: |
192003 101
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or 240.13d-2(b) or 240.13d-2(c). |
Not applicable.
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: See Item 9 of the cover page for each Reporting Person. |
| (b) | Todd R. Nelson may be deemed the beneficial owner of 21.2% of the Common Stock outstanding, based on 29,521,757 shares of Common Stock outstanding as of October 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2022. |
GATTACA Mining LLC may be deemed the beneficial owner of 21.0% of the Common Stock outstanding, based on 29,521,757 shares of Common Stock outstanding as of October 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2022.
(c) (i) Sole power to vote or direct the vote:
See Item 5 of the cover page for each Reporting Person.
| (ii) | Shared power to vote or direct the vote: |
See Item 6 of the cover page for each Reporting Person.
| (iii) | Sole power to dispose or direct the disposition: |
See Item 7 of the cover page for each Reporting Person.
| (iv) | Shared power to dispose or direct the disposition: |
See Item 8 of the cover page for each Reporting Person.
| Item 5. | Ownership of 5 Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
| Todd R. Nelson | ||
| By: |
/s/ Todd R. Nelson | |
| GATTACA Mining LLC | ||
| By: |
/s/ Todd R. Nelson | |
| Todd R. Nelson | ||
| Managing Member | ||
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement, dated February 14, 2022 (incorporated by reference to Exhibit 99.1 of the Reporting Persons’ Schedule 13G filed with the Securities and Exchange Commission on February 15, 2022). | |