Todd Robert Nelson - 05 Jun 2023 Form 4 Insider Report for Telesis Bio Inc. (TBIO)

Reporting relationship: President & CEO, Director, 10%+ Owner
Issuer ticker: TBIO
Reported as of: 05 Jun 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 07 Jun 2023, 16:09:50 UTC
Prior SEC filing: 08 May 2023
Next SEC filing: 05 Mar 2024
Source filing: View source filing
Reporting owner signature: /s/ Rob Cutler, as Attorney-in-Fact

Key filing fact

Todd Robert Nelson filed Form 4 for Telesis Bio Inc. (TBIO) on 07 Jun 2023.

Key facts

This page summarizes Todd Robert Nelson's Form 4 filing for Telesis Bio Inc. (TBIO).
3 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 07 Jun 2023, 16:09.

Change

Previous filing in this sequence was filed on 08 May 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TBIO transaction Derivative

Redeemable Convertible Preferred Stock

Award

Transaction value
Shares: +25,000
Change %
Price
Shares after: 25,000
Date: 05 Jun 2023
Ownership: See footnote
Underlying class: Common Stock
Underlying amount
Exercise price: $2.36
Footnotes: F1, F2, F3, F4

TBIO transaction Derivative

Short-Term Warrant

Award

Transaction value
Shares: +528,922
Change %
Price
Shares after: 528,922
Date: 05 Jun 2023
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 528,922
Exercise price: $2.60
Footnotes: F3, F4, F5

TBIO transaction Derivative

Long-Term Warrant

Award

Transaction value
Shares: +1,057,843
Change %
Price
Shares after: 1,057,843
Date: 05 Jun 2023
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 1,057,843
Exercise price: $2.60
Footnotes: F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

The Redeemable Convertible Preferred Stock, par value $0.0001 per share, (the "Preferred Stock") has no expiration date.

Footnote F2

Pursuant to the Certificate of Designation contemplated by the Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated as of May 31, 2023 (the "Purchase Agreement") (the "Certificate of Designation"), each share of Preferred Stock may be converted at any time into Common Stock as is determined by dividing (i) the sum of the Accrued Value (as defined in the Certificate of Designation) plus an amount equal to all accrued or declared and unpaid dividends on the Preferred Stock that have not previously been added to the Accrued Value by (ii) the Conversion Price in effect at the time of conversion. The "Conversion Price" shall initially be equal to $2.3633 per share. The rate at which shares of Preferred Stock may be converted into shares of Common Stock shall be subject to adjustment pursuant to the Certificate of Designation. Each share of Preferred Stock is initially convertible into approximately 42.3 shares of Common Stock.

Footnote F3

The Preferred Stock was sold in fixed combinations with the warrants, with M-185 Corporation ("M-185") receiving (a) a Short-Term Warrant (as defined in the Purchase Agreement) to purchase one-half of a share of Common Stock per each share of Common Stock initially underlying the Preferred Stock purchased by M-185 and (b) a Long-Term Warrant (as defined in the Purchase Agreement) to purchase one share of Common Stock per each share of Common Stock initially underlying the Preferred Stock purchased by M-185. The purchase price per share of Preferred Stock and accompanying Short-Term Warrant and Long-Term Warrant was $100.00.

Footnote F4

Preferred Stock, Short Term Warrant and Long-Term Warrant held of record by M-185. The Reporting Person is the majority owner of M-185 and may be deemed to have voting and dispositive power over the shares held by M-185.

Footnote F5

M-185 may elect to receive to receive a Pre-Funded Warrant (as defined in the Purchase Agreement) in lieu of shares of Common Stock upon exercise of the Short-Term or Long-Term Warrant.