UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): October 23, 2024~~1934

Date of Report (Date of earliest event reported): November 4, 2024

TELESIS BIO INC.

(Exact name of Registrant as Specified in Its Charter)

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


10431 Wateridge Circle Suite 150
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~~exchangeon on which registered
Common Stock, $0.0001 par value per share		TBIO		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 5 1.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On November 4, 2024, Telesis Bio Inc. (the "“Company"”) ~~announced~~entered ~~that~~into ~~effective~~promissory ~~October~~notes 31(the “Promissory Notes”) with Novalis LifeSciences Investments II, ~~2024~~L.P. (“Novalis”) and Northpond Ventures III, ~~Robert~~LP, H.as ~~Cutler~~lenders (“Northpond”, ~~the~~and ~~Company's~~together ~~Chief~~with ~~Legal~~Novalis, ~~Officer~~the “Lenders”), ~~will~~pursuant ~~depart~~to which the ~~Company.~~aggregate Inprincipal ~~connection~~amount ~~with~~borrowed ~~Mr.~~under ~~Cutler's~~the ~~departure,~~Promissory MrNotes is $3.0 million. ~~Cutler~~The ~~and~~principal amount borrowed under the ~~Company~~Promissory ~~have~~Notes ~~executed~~will abear ~~Separation~~interest ~~Agreement~~at (the ~~"Separation~~rate ~~Agreement")~~of 12.0% ~~Under~~per ~~the~~annum. ~~terms~~The ofPromissory ~~the~~Notes ~~Separation~~have ~~Agreement,~~a ~~the~~maturity ~~Company~~date ~~will~~of ~~provide~~January 15, ~~for~~2026. Each of the ~~following~~Lenders, ~~benefits~~along ~~(the~~with ~~“Severance~~their ~~Benefits”)~~affiliates, ~~subject~~are tobeneficial ~~the~~owners ~~terms~~of ~~and~~more ~~conditions~~than 10% of the ~~Separation~~Company’s ~~Agreement:~~common stock.

~~severance~~The ~~payment~~foregoing description of ~~$307,500,~~the ~~which~~Promissory isNotes ~~equal~~does tonot ~~nine~~purport ~~months of Mr. Cutler's salary,~~ to be ~~paid~~complete ~~in equal installments on the Company's regular payroll schedule; provided that the Company will accelerate~~ and ~~pay~~is ~~all~~qualified ~~remaining amounts of the severance~~ in ~~one~~its ~~payment~~entirety asby ~~soon as~~ the ~~Company~~full istext ~~able~~of ~~to raise $4 million in~~ the form of aPromissory ~~financing of any type~~Note, a ~~payment~~copy of ~~milestones~~which orthe ~~other~~Company ~~payment~~will ~~under~~file ~~existing~~with ~~agreements between~~ the ~~Company~~Securities and ~~third~~Exchange ~~parties~~Commission oras ~~payment~~an inexhibit ~~consideration~~to ~~entering~~the ~~into~~Company’s ~~one~~Annual orReport ~~more~~on ~~new~~Form ~~agreements~~10-K ~~with~~for athe ~~third~~year ~~party~~ending ~~collaborator~~December 31, or2024 ~~licenses,~~and orare ~~any~~hereby ~~combination~~incorporated ~~thereof;~~by reference.

nine months of continued COBRA premiums equal to $23,596.88.

As part of the Separation Agreement, Mr. Cutler signed a general release in favor of the Company. It is expected that Mr. Cutler and the Company will also enter into a consulting agreement pursuant to which Mr. Cutler will assist with the transition of his role and consult for the Company.

The foregoing description of the terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Separation Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.

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.~~		Telesis Bio Inc.
Date:	October 25, 2024	By:	/s/ Eric Esser
Date: November 8, 2024				By:	/s/ Eric Esser
			~~President and CEO~~		President and CEO

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