UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 1023, 2024

TELESIS BIO INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40497	45-1216839
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
10431 Wateridge CircleSuite 150
10421 Wateridge CircleSuite 200
San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (858) 228-4115

   

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		TBIO		~~Nasdaq Global Select Market~~N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0102 ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

~~On September 10, 2024,~~ Telesis Bio Inc. (the “"Company”"), ~~notified~~announced ~~the~~that ~~Nasdaq~~effective ~~Stock~~October ~~Market~~31, ~~LLC~~2024, ~~(“Nasdaq”)~~Robert ofH. Cutler, the Company’'s ~~decision~~Chief toLegal ~~delist~~Officer, ~~its~~will ~~shares~~depart ofthe ~~common~~Company. ~~stock,~~In ~~par~~connection ~~value~~with $0Mr.~~0001~~ ~~per~~Cutler's ~~share~~departure, ~~(the~~Mr. ~~“Common~~Cutler ~~Stock”)~~and ~~from~~ the ~~Nasdaq~~Company ~~Global~~have ~~Select~~executed ~~Market~~a ~~and~~Separation ~~deregister~~Agreement (the ~~Common~~"Separation ~~Stock~~Agreement"). ~~under~~Under ~~Section~~the ~~12(b)~~terms of the ~~Securities~~Separation ~~Exchange~~Agreement, ~~Act~~the ofCompany ~~1934,~~will asprovide ~~amended~~for the following benefits (the “~~Exchange~~Severance ~~Act~~Benefits”). , subject to the terms and conditions of the Separation Agreement:

•

~~The~~severance ~~Company~~payment ~~intends~~of to$307,500, ~~file~~which ais ~~Form~~equal 25to ~~with~~nine ~~the~~months ~~SEC~~of toMr. ~~remove~~Cutler's ~~the~~salary, ~~Common~~to ~~Stock~~be ~~from~~paid ~~listing~~in equal installments on the ~~Nasdaq~~Company's ~~Global~~regular ~~Select~~payroll ~~Market~~schedule; onprovided orthat ~~about~~the ~~September~~Company ~~20,~~will ~~2024~~accelerate and ~~deregister~~pay ~~the~~all ~~Common~~remaining ~~Stock~~amounts ~~under Section 12(b)~~ of the ~~Exchange~~severance ~~Act,~~in ~~and~~one payment as asoon ~~result,~~as the Company ~~expects~~is ~~that~~able ~~the~~to ~~last~~raise ~~trading~~$4 ~~day~~million ofin the ~~Common~~form ~~Stock~~of ona ~~the~~financing ~~Nasdaq~~of ~~Global~~any ~~Select~~type, ~~Market~~a ~~will~~payment beof onmilestones or ~~about~~other ~~September~~payment ~~30,~~under ~~2024.~~existing ~~The~~agreements between the Company ~~will~~and ~~remain~~third ~~subject~~parties toor ~~reporting~~payment ~~obligations~~in ~~under~~consideration ~~Sections~~entering 13into ~~and~~one ~~15(d)~~or ofmore ~~the~~new ~~Exchange~~agreements ~~Act.~~with a third party collaborator or licenses, or any combination thereof;

•

Onnine ~~August~~months ~~29, 2024, the board~~ of ~~directors~~continued ofCOBRA ~~the~~premiums ~~Company~~equal (the "Board") determined that delisting the Common Stock is in the best interests of the Company and its stockholders after concluding that the significant costs and regulatory compliance burden of remaining a Nasdaq-listed company were impairing the Company’s ability to ~~execute on its business plan and to generate value for its stockholders. In coming to this decision~~$23, the Board, among other factors, considered the advantages and disadvantages of being a Nasdaq-listed company, the Company’s likely inability to regain compliance with the continued listing requirements of Nasdaq, the number of Company stockholders, and the ongoing relatively low-level of trading in its Common Stock on Nasdaq596.88.

~~Following~~As ~~the~~part ~~delisting~~ of the ~~Common~~Separation ~~Stock~~Agreement, ~~from~~Mr. ~~trading~~Cutler onsigned ~~Nasdaq,~~a ~~any~~general ~~trading~~release in ~~the~~favor ~~Common~~of ~~Stock~~the ~~would~~Company. ~~only~~It ~~occur~~is inexpected ~~privately~~that ~~negotiated~~Mr. ~~sales~~Cutler and ~~potentially on an over-~~the~~-counter~~ ~~market. The~~ Company ~~expects that the Common Stock~~ will bealso ~~quoted~~enter oninto a ~~market~~consulting ~~operated~~agreement bypursuant ~~OTC Markets Group Inc. (the “OTC”) so that a trading market may continue~~ to ~~exist~~which ~~for the Common Stock~~Mr. ~~There~~Cutler ~~is no guarantee, however, that a broker~~ will ~~continue~~assist towith ~~make~~the atransition ~~market~~of inhis ~~the~~role ~~Common Stock~~ and ~~that~~consult ~~trading~~for of the ~~Common Stock will continue on an OTC market or otherwise~~Company.

AThe ~~copy~~foregoing description of the ~~Company’s~~terms ~~press~~of ~~release,~~the ~~dated~~Separation ~~September~~Agreement ~~10,~~does ~~2024,~~not ~~announcing~~purport to be complete and is qualified in its ~~intention~~entirety by reference to ~~voluntarily~~the ~~delist~~complete ~~from~~text of the ~~Nasdaq~~Separation ~~Global~~Agreement, ~~Select~~a ~~Market~~copy isof which will be filed aswith ~~Exhibit~~the ~~99.1~~Company’s ~~hereto~~Annual ~~and~~Report ~~incorporated~~on ~~herein~~Form by10-K ~~reference~~for the year ending December 31, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated September 10, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Telesis Bio Inc.
Date:	~~September~~October 1025, 2024	By:	/s/ Eric Esser
			President and CEO

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