0001638599-21-000212.txt : 20210219 0001638599-21-000212.hdr.sgml : 20210219 20210219181718 ACCESSION NUMBER: 0001638599-21-000212 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201102 FILED AS OF DATE: 20210219 DATE AS OF CHANGE: 20210219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 21657626 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 21657627 MAIL ADDRESS: STREET 1: BAKER BROS. ADVISORS LP STREET 2: 860 WASHINGTON STREET 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Brothers Life Sciences LP CENTRAL INDEX KEY: 0001363364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 21657628 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 21657629 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: (212)339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 667, L.P. CENTRAL INDEX KEY: 0001551139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 21657630 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 212-339-5600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 21657631 BUSINESS ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 860 WASHINGTON STREET STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Talis Biomedical Corp CENTRAL INDEX KEY: 0001584751 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 230 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-433-3000 MAIL ADDRESS: STREET 1: 230 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER COMPANY: FORMER CONFORMED NAME: SlipChip Corp DATE OF NAME CHANGE: 20130820 4 1 doc4_7072.xml PRIMARY DOCUMENT X0306 4 2020-11-02 0 0001584751 Talis Biomedical Corp TLIS 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001551139 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001363364 Baker Brothers Life Sciences LP 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087940 BAKER FELIX 860 WASHINGTON STREET 3RD FLOOR NEW YORK NY 10014 1 0 1 0 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 1 0 Common Stock 590 I See Footnotes Common Stock 2021-02-17 4 P 0 457462 16.00 A 571659 I See Footnotes Common Stock 2021-02-17 4 P 0 5792538 16.00 A 7003176 I See Footnotes Series F-2 Convertible Preferred Stock 2020-11-02 4 A 0 767106 8.55 A Series 1 Convertible Preferred Stock 536438 767106 I See Footnotes Series F-2 Convertible Preferred Stock 2020-11-02 4 A 0 9191433 8.55 A Series 1 Convertible Preferred Stock 6427576 9191433 I See Footnotes Series C-1 Convertible Preferred Stock 2021-02-17 4 M 0 4975 D Series 1 Convertible Preferred Stock 3479 0 I See Footnotes Series C-1 Convertible Preferred Stock 2021-02-17 4 M 0 963490 D Series 1 Convertible Preferred Stock 673769 0 I See Footnotes Series C-1 Convertible Preferred Stock 2021-02-17 4 M 0 10214159 D Series 1 Convertible Preferred Stock 7142768 0 I See Footnotes Series D-2 Convertible Preferred Stock 2021-02-17 4 M 0 856370 D Series 1 Convertible Preferred Stock 598860 0 I See Footnotes Series D-2 Convertible Preferred Stock 2021-02-17 4 M 0 9516082 D Series 1 Convertible Preferred Stock 6654603 0 I See Footnotes Series E-1 Convertible Preferred Stock 2021-02-17 4 M 0 2776 D Series 1 Convertible Preferred Stock 1941 0 I See Footnotes Series E-2 Convertible Preferred Stock 2021-02-17 4 M 0 767072 D Series 1 Convertible Preferred Stock 536414 0 I See Footnotes Series E-2 Convertible Preferred Stock 2021-02-17 4 M 0 10420117 D Series 1 Convertible Preferred Stock 7286794 0 I See Footnotes Series F-2 Convertible Preferred Stock 2021-02-17 4 M 0 767106 D Series 1 Convertible Preferred Stock 536438 0 I See Footnotes Series F-2 Convertible Preferred Stock 2021-02-17 4 M 0 9191433 D Series 1 Convertible Preferred Stock 6427576 0 I See Footnotes Series 1 Convertible Preferred Stock 2021-02-17 4 M 0 3479 A Common Stock 3479 3479 I See Footnotes Series 1 Convertible Preferred Stock 2021-02-17 4 M 0 673769 A Common Stock 673769 673769 I See Footnotes Series 1 Convertible Preferred Stock 2021-02-17 4 M 0 7142768 A Common Stock 7142768 7142768 I See Footnotes Series 1 Convertible Preferred Stock 2021-02-17 4 M 0 598860 A Common Stock 598860 1272629 I See Footnotes Series 1 Convertible Preferred Stock 2021-02-17 4 M 0 6654603 A Common Stock 6654603 13797371 I See Footnotes Series 1 Convertible Preferred Stock 2021-02-17 4 M 0 1941 A Common Stock 1941 5420 I See Footnotes Series 1 Convertible Preferred Stock 2021-02-17 4 M 0 536414 A Common Stock 536414 1809043 I See Footnotes Series 1 Convertible Preferred Stock 2021-02-17 4 M 0 7286794 A Common Stock 7286794 21084165 I See Footnotes Series 1 Convertible Preferred Stock 2021-02-17 4 M 0 536438 A Common Stock 536438 2345481 I See Footnotes Series 1 Convertible Preferred Stock 2021-02-17 4 M 0 6427576 A Common Stock 6427576 27511741 I See Footnotes On November 2, 2020, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"), purchased 767,106 and 9,191,433 shares of Series F-2 Convertible Preferred Stock ("Series F-2 Preferred") of Talis Biomedical Corporation (the "Issuer"), respectively, for $8.55 per share in a private financing. Series F-2 Preferred were convertible at the election of the holder on a 1-for-1.43 basis ("Series F-2 Preferred Conversion Ratio") without payment or further consideration into either Common Stock ("Common Stock") of the Issuer or Series 1 Convertible Preferred Stock of the Issuer ("Series 1 Preferred") and automatically convert into either Common Stock or Series 1 Preferred at the Series F-2 Preferred Conversion Ratio without payment or further consideration at the close of Issuer's initial public offering (the "IPO"). The Funds elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series F-2 Preferred had no expiration date. Each share of Series 1 Preferred is convertible at the option of the holder without consideration (i) at any time on a 1-for-1 basis into Common Stock, (2) at any time following the third anniversary of the closing of the IPO, on a 1-for-1 basis into shares of non-voting Series 2 Convertible Preferred Stock ("Series 2 Preferred") of the Issuer or (3) upon consummation of any sale of Series 1 Preferred, each share of Series 1 Preferred shall automatically convert into Common Stock. Series 2 Preferred is convertible on a 1-for-1 basis into Common Stock subject to a 4.99% beneficial ownership limitation which may be increased (not to exceed 19.99%) or decreased by the holder and any increase will only be effective upon 61 days' notice to the Issuer. Series C-1 Convertible Preferred Stock ("Series C-1 Preferred") automatically converted on a 1-for-1.43 basis ("Series C-1 Preferred Conversion Ratio") without payment or further consideration at the close of the IPO into Series 1 Preferred. The Funds elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series C-1 Preferred had no expiration date. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the securities reported in column 9 of Table II beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Series C-1 Preferred automatically converted at the Series C-1 Preferred Conversion Ratio without payment or further consideration at the close of the IPO into Series 1 Preferred. FBB Associates elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series C-1 Preferred had no expiration date. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 3,479 shares of Series 1 Preferred directly held by FBB Associates. Series D-2 Convertible Preferred Stock ("Series D-2 Preferred") automatically converted on a 1-for-1.43 basis ("Series D-2 Preferred Conversion Ratio") without payment or further consideration at the close of the IPO into Series 1 Preferred. The Funds elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series D-2 Preferred had no expiration date. Series E-1 Convertible Preferred Stock ("Series E-1 Preferred") automatically converted on a 1-for-1.43 basis ("Series E-1 Preferred Conversion Ratio") without payment or further consideration at the close of the IPO into Series 1 Preferred. FBB Associates elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series E-1 Preferred had no expiration date. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 1,941 shares of Series 1 Preferred directly held by FBB Associates. Series E-2 Convertible Preferred Stock ("Series E-2 Preferred") automatically converted on a 1-for-1.43 basis ("Series E-2 Preferred Conversion Ratio") without payment or further consideration at the close of the IPO into Series 1 Preferred. The Funds elected to automatically convert at the close of the IPO into the number of shares of Series 1 Preferred shown in column 7 of Table II. The Series E-2 Preferred had no expiration date. 667 and Life Sciences purchased 457,462 and 5,792,538 shares of Common Stock, respectively, for $16.00 per share pursuant to the IPO that closed on February 17, 2021. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Pursuant to Instruction 4(c)(iii), this response has been left blank. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 590 shares of Common Stock directly held by FBB Associates. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that either Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. After giving effect to the transaction reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I beneficially owned by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that either Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Felix J. Baker, a managing member of Baker Bros. Advisors (GP) LLC and Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP, are directors of Talis Biomedical Corporation (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer. By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2021-02-19 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2021-02-19 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2021-02-19 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 2021-02-19 /s/ Felix J. Baker 2021-02-19 /s/ Julian C. Baker 2021-02-19