4//SEC Filing
Nelson Todd Robert 4
Accession 0001209191-23-035052
CIK 0001850079other
Filed
Jun 6, 8:00 PM ET
Accepted
Jun 7, 4:09 PM ET
Size
14.6 KB
Accession
0001209191-23-035052
Insider Transaction Report
Form 4
Telesis Bio Inc.TBIO
Nelson Todd Robert
DirectorPresident & CEO10% Owner
Transactions
- Award
Redeemable Convertible Preferred Stock
2023-06-05+25,000→ 25,000 total(indirect: See footnote)Exercise: $2.36From: 2023-06-05→ Common Stock - Award
Long-Term Warrant
2023-06-05+1,057,843→ 1,057,843 total(indirect: See footnote)Exercise: $2.60From: 2023-06-05Exp: 2030-06-05→ Common Stock (1,057,843 underlying) - Award
Short-Term Warrant
2023-06-05+528,922→ 528,922 total(indirect: See footnote)Exercise: $2.60From: 2023-06-05Exp: 2025-06-05→ Common Stock (528,922 underlying)
Footnotes (5)
- [F1]The Redeemable Convertible Preferred Stock, par value $0.0001 per share, (the "Preferred Stock") has no expiration date.
- [F2]Pursuant to the Certificate of Designation contemplated by the Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated as of May 31, 2023 (the "Purchase Agreement") (the "Certificate of Designation"), each share of Preferred Stock may be converted at any time into Common Stock as is determined by dividing (i) the sum of the Accrued Value (as defined in the Certificate of Designation) plus an amount equal to all accrued or declared and unpaid dividends on the Preferred Stock that have not previously been added to the Accrued Value by (ii) the Conversion Price in effect at the time of conversion. The "Conversion Price" shall initially be equal to $2.3633 per share. The rate at which shares of Preferred Stock may be converted into shares of Common Stock shall be subject to adjustment pursuant to the Certificate of Designation. Each share of Preferred Stock is initially convertible into approximately 42.3 shares of Common Stock.
- [F3]The Preferred Stock was sold in fixed combinations with the warrants, with M-185 Corporation ("M-185") receiving (a) a Short-Term Warrant (as defined in the Purchase Agreement) to purchase one-half of a share of Common Stock per each share of Common Stock initially underlying the Preferred Stock purchased by M-185 and (b) a Long-Term Warrant (as defined in the Purchase Agreement) to purchase one share of Common Stock per each share of Common Stock initially underlying the Preferred Stock purchased by M-185. The purchase price per share of Preferred Stock and accompanying Short-Term Warrant and Long-Term Warrant was $100.00.
- [F4]Preferred Stock, Short Term Warrant and Long-Term Warrant held of record by M-185. The Reporting Person is the majority owner of M-185 and may be deemed to have voting and dispositive power over the shares held by M-185.
- [F5]M-185 may elect to receive to receive a Pre-Funded Warrant (as defined in the Purchase Agreement) in lieu of shares of Common Stock upon exercise of the Short-Term or Long-Term Warrant.
Documents
Issuer
Telesis Bio Inc.
CIK 0001850079
Entity typeother
Related Parties
1- filerCIK 0001866752
Filing Metadata
- Form type
- 4
- Filed
- Jun 6, 8:00 PM ET
- Accepted
- Jun 7, 4:09 PM ET
- Size
- 14.6 KB