Security
Type

Security Class
Title

Fee
Calculation
Rule

Amount
Registered
(1)

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration
Fee

Equity

Common Stock, par value $0.0001 per share, to be issued pursuant to future awards under the Talis Biomedical Corporation 2021 Equity Incentive Plan (the “Plan”)

457(c); 457(h)

1,056,321 shares

(2)

$0.83

(4)

$876,746.43

(4)

0.0000927

$81.27

Equity

Common Stock, par value $0.0001 per share, to be issued pursuant to future awards under the Talis Biomedical Corporation 2021 Employee Stock Purchase Plan (the “ESPP”)

457(c); 457(h)

264,080 shares

(3)

0.83

(4)

$219,186.40

(4)

0.0000927

$20.32

Total Offering Amounts

1,320,401 shares

0.83

(4)

$1,095,932.83

$101.59

Total Fee Previously Paid

—

Total Fee Offsets

$101.59(5)

Net Fee Due

$0.00

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset

Claimed

Fee Paid with Fee Offset Source

Rule 457(p)

Fee Offset

Claims

Talis Biomedical Corporation

Form S-3

333-263592

March 16, 2022

$101.59(5)

Equity

Common Stock

37,489,210

$62,606,980.70

Fee-Offset

Sources

Talis Biomedical Corporation

Form S-3

333-263592

March 16, 2022

$101.59(5)

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Talis Biomedical Corporation (the “Registrant”) Common Stock, par value $0.0001 per share (“Common Stock”) that become issuable under the Plan and ESPP by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2)

Represents shares of Common Stock that were added to the shares authorized for issuance under the Plan on January 1, 2022, pursuant to an “evergreen” provision contained in the Plan.

(3)

Represents shares of Common Stock that were added to the shares authorized for issuance under the ESPP on January 1, 2022, pursuant to an “evergreen” provision contained in the ESPP.

(4)

This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee, and is based on the average of the high and low sale prices per share of Common Stock as reported by The Nasdaq Global Market on July 26, 2022.

(5)

On March 16, 2022, the Registrant filed a Registration Statement on Form S-3 (File No. 333-263592) (the “Withdrawn Form S-3”) with the SEC and paid a registration fee of $5,803.67. The Withdrawn Form S-3 was withdrawn by filing a Form RW on April 22, 2022. No securities were sold under the Withdrawn Form S-3 before it was withdrawn. Pursuant to Rule 457(p) under the Securities Act, the Registrant offset $3,579.51 of the total registration fees due under its Registration Statement on Form S-3 (File No. 333-264839), filed with the SEC on May 10, 2022, against the fees previously paid in connection with the Withdrawn Form S-3, leaving a remaining balance of $2,224.16 under the Withdrawn Form S-3 available for future fee offsets by the Registrant. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this Registration Statement by $101.59 from the fees previously paid in connection with the Withdrawn Form S-3, with $2,122.57 remaining to be applied to future filings. Accordingly, no additional registration fee is being paid in connection with the filing of this Registration Statement.