SEC Form SC 13G/A filed by Codex DNA Inc. (Amendment)

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.

  Names of Reporting Persons.

  Todd R. Nelson

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  9,273,521

  Shared Voting Power

  0

  Sole Dispositive Power

  9,273,521

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,273,521 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  21.28%

  Type of Reporting Person (See Instructions)

  IN

Includes (i) 100,147 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 (“M-185”), (iv) options to purchase 406,250 shares of Common Stock held by Todd R. Nelson, which are exercisable within 60 days of June 5, 2023, (v) 1,057,843 shares of Common Stock that would be issued to M-185 upon M-185’s conversion of all 25,000 shares of Redeemable Convertible Preferred Stock currently held by M-185 (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (vi) 528,922 shares of Common Stock that would be issued to M-185 upon M-185’s full (cash) exercise of the Short-Term Warrant currently held by M-185, and (vii) 1,057,843 shares of Common Stock that would be issued to M-0185 upon M-185’s full (cash) exercise of the Long-Term Warrant currently held by M-185.

  Names of Reporting Persons.

  GATTACA Mining LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  6,000,000

  Shared Voting Power

  0

  Sole Dispositive Power

  6,000,000

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,000,000

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  14.43%

  Type of Reporting Person (See Instructions)

  PN

  Names of Reporting Persons.

  M-185 Corporation

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  2,767,124

  Shared Voting Power

  0

  Sole Dispositive Power

  2,767,124

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,767,164 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  6.41%

  Type of Reporting Person (See Instructions)

  CO

Includes (i) 122,516 shares of Common Stock held by M-185 Corporation, of which Todd R. Nelson is the majority stockholder (“M-185”), (ii) 1,057,843 shares of Common Stock that would be issued to M-185 upon M-185’s conversion of all 25,000 shares of Redeemable Convertible Preferred Stock currently held by M-185 (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) 528,922 shares of Common Stock that would be issued to M-185 upon M-185’s full (cash) exercise of the Short-Term Warrant currently held by M-185, and (iv) 1,057,843 shares of Common Stock that would be issued to M-0185 upon M-185’s full (cash) exercise of the Long-Term Warrant currently held by M-185.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Todd R. Nelson, the President and Chief Executive Officer of Telesis Bio Inc.;

GATTACA Mining LLC, for which Todd R. Nelson serves as managing member; and

M-185 Corporation, for which Todd R. Nelson is the majority stockholder.

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

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).

Ownership.

Amount beneficially owned: See Item 9 of the cover page for each Reporting Person.

Todd R. Nelson may be deemed the beneficial owner of 21.28% of the Common Stock outstanding, based on (i) 100,147 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 (“M-185”), (iv) options to purchase 406,250 shares of Common Stock held by Todd R. Nelson, which are exercisable within 60 days of June 5, 2023, (v) 1,057,843 shares of Common Stock that would be issued to M-185 upon M-185’s conversion of all 25,000 shares of Redeemable Convertible Preferred Stock currently held by M-185 (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (vi) 528,922 shares of Common Stock that would be issued to M-185 upon M-185’s full (cash) exercise of the Short-Term Warrant currently held by M-185, and (vii) 1,057,843 shares of Common Stock that would be issued to M-0185 upon M-185’s full (cash) exercise of the Long-Term Warrant currently held by M-185. The number of shares of Common Stock outstanding for calculating Mr. Nelson’s beneficial ownership is based on (i) 29,731,920 shares of Common Stock outstanding, as reported in that certain Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated as of May 31, 2023, (ii) 11,847,840 shares of Common Stock currently underlying the shares of Redeemable Convertible Preferred Stock (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) the 406,250 shares of Common Stock issuable upon the options held by Mr. Nelson, (iv) the 528,922 shares of Common Stock issuable upon exercise of M-185’s Short-term Warrants and (v) the 1,057,843 shares of Common Stock issuable upon exercise of M-185’s Long-term Warrants.

Ownership of 5 Percent or Less of a Class.

Ownership of More than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Description