| Item 1. |
Security and Issuer |
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed by the Reporting Persons with
the Securities and Exchange Commission (the “SEC”) on June 15, 2023 (the “Schedule 13D”), relating to shares of common stock, par value $0.0001 per share (“Common Stock”), of Telesis Bio Inc., a Delaware
corporation (the “Issuer”).
Unless specifically amended or supplemented by this Amendment No. 1, the disclosures set forth in the Schedule
13D remain unchanged. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings assigned to them in the Schedule 13D.
| Item 4. |
Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, Greg Herrema, a Senior Advisor of Novalis LifeSciences, serves on the Board of the Issuer as the designee of Novalis LifeSciences
pursuant to the Purchase Agreement.
Novalis LifeSciences and Northpond Ventures, LP are engaged in discussions with the Issuer’s Board and
management team regarding financing initiatives, including the potential acquisition of additional securities by Novalis LifeSciences and Northpond Ventures, LP or their respective affiliates, as well as corporate governance matters, including the
composition of the Board.
Novalis LifeSciences acquired the securities reported herein for investment purposes. In their capacity as significant
stockholders of the Issuer, the Reporting Persons intend to take an active role in working with the Issuer’s management and the Board on operational, financial and strategic initiatives. The Reporting Persons review, and intend to continue to
review, on an ongoing and continuing basis, their investment in the Issuer. Depending upon the factors discussed below and subject to applicable law, the Reporting Persons may from time to time acquire additional securities of the Issuer, convert
shares of Redeemable Convertible Preferred Stock and/or exercise Warrants, or sell or otherwise dispose of some or all of their securities of the Issuer. Any transactions that the Reporting Persons may pursue may be made at any time and from time to
time without prior notice and will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the
Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to the Reporting Persons, tax considerations and other factors.
| Item 5. |
Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and replace as follows:
The information contained on the cover page to this Amendment No. 1 is incorporated herein by reference.
(a) – (b) As further described in Item 3 of the Schedule 13D, at the closing of the Private Placement, Novalis LifeSciences purchased (i) 155,000 shares
of Redeemable Convertible Preferred Stock, which shares are immediately eligible for conversion as of the date hereof into an aggregate of 395,031 shares of Common Stock at the sole discretion of Novalis LifeSciences, and (ii) Warrants to
purchase an aggregate of 546,552 shares of Common Stock (in each case giving effect to the Issuers 1-for-18 reverse stock split of its Common Stock on May 9, 2024).
As a result of the Beneficial Ownership Blocker, Novalis LifeSciences is precluded from converting shares of Redeemable Convertible Preferred Stock
and/or exercising Warrants to the extent that the Reporting Persons would, after such conversion or exercise, collectively beneficially own a number of shares of the Company’s capital stock