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As filed with the Securities and Exchange Commission on August 2, 2022

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Talis Biomedical Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

46-3211155

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

3400 Bridge Parkway

Redwood City, California

 

94065

(Address of Principal Executive Offices)

 

(Zip Code)

 

Talis Biomedical Corporation 2021 Equity Incentive Plan

Talis Biomedical Corporation 2021 Employee Stock Purchase Plan

(Full titles of the plan)

J. Roger Moody, Jr.

Chief Financial Officer

Talis Biomedical Corporation

3400 Bridge Parkway

Redwood City, California 94065

(650) 433-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Karen E. Deschaine

Edmond J. Lay

Cooley LLP

4401 Eastgate Mall

San Diego, California 92121

(858) 550-6000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 


 

 

 

 

 

 

 

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

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 7(a)(2)(B) of the Securities Act.

 

 

 


 

 

INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by the Registrant for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective. The Registrant previously registered its shares of common stock, par value $0.0001 per share, for issuance under the Registrant’s 2021 Equity Incentive Plan and the Registrant’s 2021 Employee Stock Purchase Plan under the Registrant’s Registration Statement on Form S-8 (the “Prior Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2021 (File No. 333-253218). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by references the contents of the Prior Registration Statement.

 

ITEM 8.

EXHIBITS.

 

 

 

 

Exhibit
Number

 

Description

 

 

4.1

 

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 17, 2021).

 

 

4.2

 

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 17, 2021).

 

 

4.3

 

Form of Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-252360), filed with the SEC on February 8, 2021).

 

 

5.1

 

Opinion of Cooley LLP.

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm.

 

 

23.2

 

Consent of Cooley LLP. Reference is made to Exhibit 5.1.

 

 

24.1

 

Power of Attorney. Reference is made to the signature page hereto.

 

 

99.1

 

Talis Biomedical Corporation 2021 Equity Incentive Plan, as amended, and Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 2, 2022).

 

 

 

99.2

 

Talis Biomedical Corporation 2021 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 2, 2022).

 

 

 

107

 

Calculation of Filing Fee Table

 

 

 

 

 

 

 


 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on the 2nd day of August, 2022.

 

 

 

TALIS BIOMEDICAL CORPORATION

 

 

By:

 

/s/ J. Roger Moody, Jr.

 

 

J. Roger Moody, Jr.

 

 

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Kelley and J. Roger Moody, Jr., and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

 

Title

 

Date

 

 

 

 

 

/s/ Robert J. Kelley

 

Chief Executive Officer and Member of the

Board of Directors

(Principal Executive Officer)

 

August 2, 2022

Robert J. Kelley

 

 

 

 

 

 

 

 

 

/s/ J. Roger Moody, Jr.

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

August 2, 2022

J. Roger Moody, Jr.

 

 

 

 

 

 

 

 

 

/s/ Felix Baker, Ph.D.

 

Member of the Board of Directors

 

August 2, 2022

Felix Baker, Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Melissa Gilliam M.D., M.P.H.

 

Member of the Board of Directors

 

August 2, 2022

Melissa Gilliam M.D., M.P.H.

 

 

 

 

 

 

 

 

 

/s/ Rustem F. Ismagilov, Ph. D.

 

Member of the Board of Directors

 

August 2, 2022

Rustem F. Ismagilov, Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Kimberly J. Popovits

 

Member of the Board of Directors

 

August 2, 2022

Kimberly J. Popovits

 

 

 

 

 

 

 

 

 

/s/ Matthew L. Posard

 

Member of the Board of Directors

 

August 2, 2022

Matthew L. Posard

 

 

 

 

 

 

 

 

 

/s/ Randal Scott, Ph.D.

 

Member of the Board of Directors

 

August 2, 2022

Randal Scott, Ph.D.