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