Amended Statement of Beneficial Ownership (sc 13d/a)
19 April 2023 - 12:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Telesis
Bio Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
192003101
(CUSIP Number)
Paul Hodgdon
c/o Northpond Ventures, LLC
7500 Old Georgetown Road, Suite 800
Bethesda, MD 20814
240-800-1200
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Stephen Ballas
Sidley Austin LLP
1999 Avenue of the Stars, 17th Floor
Los Angeles, CA 90067
310-595-9500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 17, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1
(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
1 |
NAME OF REPORTING PERSONS
Northpond Ventures, LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)¨
(See Instructions) (b)x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
9,375,380(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
9,375,380(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,375,380(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%(1)(2) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
|
|
|
|
(1) |
The beneficial-ownership figures and percentage reported in this table do not include any securities
that the Reporting Persons may purchase or otherwise beneficially acquire in the potential Investment Transaction described in Item
4 hereof. |
(2) |
Based on 29,647,091 shares of common stock, par value $0.0001 per share, of Telesis Bio Inc. (formerly
Codex DNA, Inc.), a Delaware corporation, outstanding as of February 28, 2023, as reported by the Issuer in its Annual Report on
Form 10-K for the fiscal year ended December 31, 2022 that the Issuer filed with the SEC on March 22, 2023. |
1 |
NAME OF REPORTING PERSONS
Northpond Ventures GP, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)¨
(See Instructions) (b)x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
9,375,380(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
9,375,380(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,375,380(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%(1)(2) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
|
|
|
|
(1) |
The beneficial-ownership figures and percentage reported in this table do not include any securities
that the Reporting Persons may purchase or otherwise beneficially acquire in the potential Investment Transaction described in Item
4 hereof. |
(2) |
Based on 29,647,091 shares of Common Stock outstanding as of February 28, 2023, as reported by the
Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 that the Issuer filed with the SEC on March 22,
2023. |
1 |
NAME OF REPORTING PERSONS
Northpond Ventures II, LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)¨
(See Instructions) (b)x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
468,750(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
468,750(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,750(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%(1)(2) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
|
|
|
|
(1) |
The beneficial-ownership figures and percentage reported in this table do not include any securities
that the Reporting Persons may purchase or otherwise beneficially acquire in the potential Investment Transaction described in Item
4 hereof. |
(2) |
Based on 29,647,091 shares of Common Stock outstanding as of February 28, 2023, as reported by the
Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 that the Issuer filed with the SEC on March 22,
2023. |
1 |
NAME OF REPORTING PERSONS
Northpond Ventures II GP, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)¨
(See Instructions) (b)x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
468,750(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
468,750(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
468,750(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%(1)(2) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
|
|
|
|
(1) |
The beneficial-ownership figures and percentage reported in this table do not include any securities
that the Reporting Persons may purchase or otherwise beneficially acquire in the potential Investment Transaction described in Item
4 hereof. |
(2) |
Based on 29,647,091 shares of Common Stock outstanding as of February 28, 2023, as reported by the
Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 that the Issuer filed with the SEC on March 22,
2023. |
1 |
NAME OF REPORTING PERSONS
Michael P. Rubin |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)¨
(See Instructions) (b)x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
9,844,130(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
9,844,130(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,844,130(1) |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%(1)(2) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
|
|
|
|
(1) |
The beneficial-ownership figures and percentage reported in this table do not include any securities
that the Reporting Persons may purchase or otherwise beneficially acquire in the potential Investment Transaction described in Item
4 hereof. |
(2) |
Based on 29,647,091 shares of Common Stock outstanding as of February 28, 2023, as reported by the
Issuer in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 that the Issuer filed with the SEC on March 22,
2023. |
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 July 1, 2021 (the “Initial Schedule 13D”), relating to the shares of common stock, par
value $0.0001 per share (the “Common Stock”), of Telesis Bio Inc. (formerly Codex DNA, Inc.), a Delaware corporation
(the “Issuer”).
Unless specifically amended or supplemented by
this Amendment No. 1, the disclosures set forth in the Initial Schedule 13D remain unchanged.
Item 4. |
Purpose of Transaction |
Item 4 of the Initial Schedule 13D is hereby
amended and supplemented as follows:
On April 17, 2023, an investment firm that is
unaffiliated with the Reporting Persons (such unaffiliated investment firm, the “Lead Investor”), on behalf of
itself and a syndicate of other potential investors (including one of the Reporting Persons) (such syndicate,
including the Lead Investor, the “Investor Syndicate”), submitted to the Issuer a non-binding expression of
interest and related term sheet whereby the members of the Investor Syndicate (and/or their affiliates) would purchase newly-issued
securities of the Issuer (such potential purchase transaction, the “Investment Transaction”) in exchange for cash
investments by them in the Issuer. The Reporting Persons do not expect this participation in the Investment Transaction (if any of
them so participates and if the Investment Transaction is consummated) to result in their beneficially owning a majority of the
Issuer’s outstanding voting securities as of immediately following the Investment Transaction.
The Investment Transaction and the potential
participation therein by a Reporting Person remain subject to, among other things, negotiation and agreement as among the Issuer,
such Reporting Person and the other members of the Investor Syndicate regarding the structure, terms and documents for and the
amount of the Investment Transaction and regarding such Reporting Person’s participation
therein (including the amount of that participation). There is no assurance that definitive transaction agreements with respect to
the Investment Transaction and/or such participation will be entered into or consummated.
The Investment Transaction and the potential
participation therein by a Reporting Person (if consummated) may result in one or more of the transactions,
events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of
additional securities of the Issuer by the Reporting Persons; a change to the present board of directors of the Issuer; a material
change to the present capitalization of the Issuer; and changes in the Issuer’s charter, bylaws or instruments
corresponding thereto in a manner that may impede the acquisition of control of the Issuer.
The filing of this Amendment No. 1 shall not
be deemed an admission that the Reporting Persons are members of a “group” for purposes of Section 13(d) of the Exchange
Act, and the Reporting Persons expressly disclaim beneficial ownership of all shares of Common Stock or other securities held or
otherwise beneficially owned by the other members of the Investor Syndicate and their respective affiliates.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Initial Schedule 13D is hereby
amended and supplemented as follows:
The response to Item 4 of this Amendment No. 1
is incorporated herein by reference.
SIGNATURES
After reasonable inquiry and to the best of the knowledge
and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: April 18, 2023
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|
Northpond Ventures, LP
By: Northpond Ventures GP, LLC, its general
partner |
|
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|
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|
By: |
/s/ Patrick Smerkers |
|
|
Name: |
Patrick Smerkers |
|
|
Title: |
Chief Financial Officer, Partner |
|
|
Northpond Ventures GP, LLC |
|
|
|
|
|
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By: |
/s/ Patrick Smerkers |
|
|
Name: |
Patrick Smerkers |
|
|
Title: |
Chief Financial Officer, Partner |
|
|
Northpond Ventures II, LP
By: Northpond Ventures GP II, LLC, its general partner |
|
|
|
|
|
|
By: |
/s/ Patrick Smerkers |
|
|
Name: |
Patrick Smerkers |
|
|
Title: |
Chief Financial Officer, Partner |
|
|
Northpond Ventures GP II, LLC |
|
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|
|
|
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By: |
/s/ Patrick Smerkers |
|
|
Name: |
Patrick Smerkers |
|
|
Title: |
Chief Financial Officer, Partner |
|
|
Michael P. Rubin |
|
|
|
|
|
|
/s/ Michael P. Rubin |
SIGNATURE PAGE TO AMENDMENT NO. 1
TO SCHEDULE 13D (TELESIS BIO INC.)
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