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