0001209191-21-009871.txt : 20210211 0001209191-21-009871.hdr.sgml : 20210211 20210211190232 ACCESSION NUMBER: 0001209191-21-009871 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210211 FILED AS OF DATE: 20210211 DATE AS OF CHANGE: 20210211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coe Brian CENTRAL INDEX KEY: 0001845260 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40047 FILM NUMBER: 21621717 MAIL ADDRESS: STREET 1: 230 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-02-11 0 0001584751 Talis Biomedical Corp TLIS 0001845260 Coe Brian C/O TALIS BIOMEDICAL CORPORATION 230 CONSTITUTION DRIVE MENLO PARK CA 94025 1 1 0 0 Chief Executive Officer Common Stock 58881 D Common Stock 3916 I By Jason Coe Irrevocable Gift Trust Common Stock 3916 I By Lillian Coe Irrevocable Gift Trust Common Stock 2555 I By Sarles Associates LLC Stock Option (right to buy) 1.51 2030-02-11 Common Stock 817482 D Stock Option (right to buy) 1.51 2025-07-29 Common Stock 33274 D Stock Option (right to buy) 1.51 2028-11-04 Common Stock 34965 D Stock Option (right to buy) 1.51 2023-12-18 Common Stock 50640 D Stock Option (right to buy) 1.51 2027-07-11 Common Stock 24167 D Stock Option (right to buy) 1.51 2028-05-20 Common Stock 7105 D Stock Option (right to buy) 6.25 2030-08-05 Common Stock 587627 D Series C-1 Preferred Stock Common Stock 21568 I By Sarles Associates LLC Series E-1 Preferred Stock Common Stock 12035 I By Sarles Associates LLC Series F-1 Preferred Stock Common Stock 10630 I By Sarles Associates LLC The shares are held by Jason Coe Irrevocable Gift Trust, for which Mr. Coe is a trustee. Mr. Coe disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The shares are held by Lillian Coe Irrevocable Gift Trust, for which Mr. Coe is a trustee. Mr. Coe disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The shares are held by a trust in which Mr. Coe's spouse and children are beneficiaries. Mr. Coe disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. 1/48th of the shares subject to the option shall vest monthly over the four years from the vesting commencement date. 25% of the shares underlying this option shall vest on the first annual anniversary of the vesting commencement date and 1/48th of the shares underlying this option shall vest monthly thereafter over 36 months. Each share of Series C-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.43 reverse stock split, effected on February 5, 2021. Upon the closing of the Issuer's initial public offering, each share of Series C-1 Preferred stock will convert into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series C-1 Preferred Stock. Each share of Series E-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.43 reverse stock split, effected on February 5, 2021. Upon the closing of the Issuer's initial public offering, each share of Series E-1 Preferred stock will convert into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series E-1 Preferred Stock. Each share of Series F-1 Preferred Stock automatically converts on a 1-for-1.43 basis into Common Stock at any time at the holder's election and has no expiration date. The number of underlying shares of common stock reported in Column 3 does not reflect a 1-for-1.43 reverse stock split, effected on February 5, 2021. Upon the closing of the Issuer's initial public offering, each share of Series F-1 Preferred stock will convert into shares of Common Stock, for no additional consideration, at a rate of one share of Common Stock for each 1.43 shares of Series F-1 Preferred Stock. /s/ Karen E. Flick, Attorney-in-Fact for Brian Coe 2021-02-11 EX-24.3_962263 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each KAREN E. FLICK, J.D., PH.D. and J. ROGER MOODY, JR., signing individually, the undersigned's true and lawful attorneys-in-fact and agents to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of TALIS BIOMEDICAL CORPORATION (the "Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to execute such Forms 3, 4 or 5 or Form ID (including any amendments thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 8, 2021. /s/ Brian Coe Brian Coe