Novalis LifeSciences Investments II GP, LLC - Jun 5, 2023 Form 3 Insider Report for Telesis Bio Inc. (TBIO)

Role
10%+ Owner
Signature
Novalis LifeSciences Investments II GP, LLC, By: /s/ Paul M. Meister, Title: Authorized Signatory
Stock symbol
TBIO
Transactions as of
Jun 5, 2023
Transactions value $
$0
Form type
3
Date filed
6/8/2023, 06:09 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding TBIO Redeemable Convertible Preferred Stock Jun 5, 2023 Common Stock 6.56M $2.36 See footnotes F1, F3, F4
holding TBIO Warrant (right to buy) Jun 5, 2023 Common Stock 6.56M $2.60 See footnotes F2, F3, F4
holding TBIO Warrant (right to buy) Jun 5, 2023 Common Stock 3.28M $2.60 See footnotes F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Redeemable Convertible Preferred Stock has a stated value of $100 (the "Stated Value") and accrues dividends daily at an initial rate of 8.0% per annum. The Stated Value, as adjusted to give effect to such dividends, is referred to as the "Accrued Value." Each share of Redeemable Convertible Preferred Stock is convertible, at the option of the holder or, upon the occurrence of certain events, at the option of the Issuer, into a number of shares of the Issuer's Common Stock determined by dividing the Accrued Value by the conversion price. The Redeemable Convertible Preferred Stock is not convertible to the extent that such conversion would result in the holder of such Redeemable Convertible Preferred Stock, together with its attribution parties, beneficially owning in excess of 19.99% of the Issuer's voting power.
F2 The warrants are not exercisable to the extent that such exercise would result in the holder of such warrant, together with its attribution parties, beneficially owning in excess of 19.99% of the Issuer's voting power.
F3 Represents securities held directly by Novalis LifeSciences Investments II, L.P. ("Novalis LifeSciences"). Novalis LifeSciences Investments II GP, LLC ("Novalis LifeSciences GP"), whose managers are Marijn Dekkers and Paul Meister, is the general partner of Novalis LifeSciences. As a result, Novalis LifeSciences GP, Mr. Dekkers and Mr. Meister may each be deemed to share voting and dispositive power with respect to the securities held by Novalis LifeSciences. Novalis LifeSciences GP, Mr. Dekkers and Mr. Meister each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
F4 Mr. Meister is a director of the issuer.