Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2023

TELESIS BIO INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40497	45-1216839
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10431 Wateridge Circle Suite 150
San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (858) 228-4115

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	TBIO	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 10, 2023, Telesis Bio Inc. (“the Company”) issued a press release (the “Earnings Release”) announcing results for the quarter ended June 30, 2023. A copy of the Earnings Release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information under Item 2.02 in this current report on Form 8-K and the related information in the Earnings Release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
99.1		Press Release dated August 10, 2023
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			TELESIS BIO INC.

Date:	August 10, 2023	By:	/s/ Todd R. Nelson
			Todd R. Nelson Chief Executive Officer

Exhibit 99.1

Telesis Bio Reports Second Quarter 2023 Financial Results

-- Total revenue of $8.7M in 2QFY23 - increased by 53% year over year

SAN DIEGO, August 10, 2023 (GLOBE NEWSWIRE) -- Telesis Bio Inc. (NASDAQ: TBIO), a leader in automated multi-omic and synthetic biology solutions, today reported financial results for the second quarter of 2023.

“We achieved important milestones this quarter toward our path to profitability by delivering revenue growth again while expanding gross margins and reducing operating expenses. In addition, we raised capital during the quarter to provide us with additional operating runway,” said Todd R. Nelson, PhD, CEO, and founder of Telesis Bio.

Highlights

Strengthened balance sheet and board of directors:

▪

Closed a financing that brought in $28 million with the possibility of obtaining an additional $46.2 million if investors cash-exercise their warrants.

▪

Appointed Paul Meister, former Chairman of ThermoFisher Scientific and a partner at Novalis LifeSciences LLC, to the Company’s board of directors.

Successful on-time launch of three BioXp® kits:

▪

BioXp® Select DNA Cloning Kit enables on-demand and automated assembly of DNA fragments via Gibson assembly® or Golden Gate assembly cloning methods beginning from the customer’s linear DNA to streamline and accelerate discovery workflows in mRNA therapeutics, vaccines, and precision medicine.

▪

BioXp NGS Library Prep kit for Plasmid Sequencing provides scientists on-demand and automated library preparation of plasmid DNA for use in next-generation sequencing applications. For customers who manufacture plasmid DNA for vaccine, gene therapy, or other R&D applications, it is critical to confirm the quality of the end product through DNA sequencing, but the commonly employed sample preparation methods are time consuming and labor intensive.

▪

BioXp De novo DNA Cloning Kit for assembly and cloning of long DNA builds. This kit expands the total length of insert that can be cloned on the instrument and introduces higher throughput 48, 72, and 96 reactions per run for these longer inserts.

Delivered operational milestones, including:

▪

Successfully achieved collaboration milestones and advanced our SOLA technology platform.

▪

Vertical integration of manufacturing to produce oligos in-house with a commitment to substantially offset our existing external supply by the end of 2023.

▪

Finalized operations necessary to enable in-house manufacturing of our BioXp system in the third quarter.

The company’s expectation is that these insourcing efforts will be substantially completed by year-end and that full financial benefit will be realized in 2024.

Second Quarter 2023 Financial Results

Revenue was $8.7 million for the second quarter 2023, a 53% increase from $5.7 million for the same period in the prior year. This growth was primarily driven by achievement of another collaboration milestone and sales of BioXp systems.

Gross margins were 65.8% for the second quarter compared to 48% for the same period in the prior year, driven by the completion of a milestone under our agreement with Pfizer and reflecting a positive mix shift in revenue from recently launched products within our growing portfolio.

Operating expenses were approximately $13.7 million for the second quarter 2023 compared to $17.2 million for the same period in the prior year. This decrease is primarily a result of ongoing cost-cutting decisions including a reduction in force during the quarter to focus the team on our most profitable and near-term opportunities. This is the fourth consecutive quarter the company has successfully reduced or maintained its operating expenses while growing revenue on a year-over-year basis.

Net loss was $8.3 million for the second quarter 2023, compared to a loss of $14.8 million in the same period in the prior year. Net loss per share was $0.28 for the second quarter of 2023, compared to $0.50 for the corresponding prior year period.

Cash, cash equivalents, and investments were $47.5 million as of June 30, 2023.

Webcast and Conference Call Information

Company management will host a conference call today, Thursday, August 10, 2023, at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time to discuss the financial results and other recent corporate highlights.

The press release and live audio webcast can be accessed via the Investor section of Telesis Bio’s website at ir.telesisbio.com and the conference call can be accessed live by pre-registering here: https://register.vevent.com/register/BI5027491b111b49a6a5d05999b6cf5bb6. Please log in approximately 5-10 minutes before the event to ensure a timely connection. The archived webcast will remain available for replay on our website for 30 days.

About Telesis Bio

Telesis Bio is empowering scientists with the ability to create novel, synthetic biology-enabled solutions for many of humanity’s greatest challenges. As inventors of the industry-standard Gibson Assembly® method and the first commercial automated benchtop DNA and mRNA synthesis system, Telesis Bio is enabling rapid, accurate and reproducible writing of DNA and mRNA for numerous downstream markets. The award-winning BioXp® system consolidates, automates, and optimizes the entire synthesis, cloning and amplification workflow. As a result, it delivers virtually error-free synthesis of DNA and RNA at scale within days and hours instead of weeks or months. Scientists around the world are using the technology in their own laboratories to accelerate the design-build-test paradigm for novel, high-value products for precision medicine, biologics drug discovery, vaccine and therapeutic development, genome editing, and cell and gene therapy. Telesis Bio is a public company based in San Diego. For more information, visit www.telesisbio.com.

Telesis Bio, the Telesis Bio logo, Gibson Assembly, and BioXp are trademarks of Telesis Bio Inc.

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical facts contained herein are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include statements and guidance regarding Telesis Bio’s future financial performance as well as statements regarding the future release and success of new and existing products and services. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled Risk Factors and elsewhere in our Quarterly Report on Form 10-Q, which was filed with the SEC on May 12, 2023. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. Telesis Bio disclaims any obligation to update these forward-looking statements.

Contact:

Jen Carroll

Vice President of Investor Relations

jen.carroll@telesisbio.com

Telesis Bio Inc.

Selected Statements of Operations Financial Data

(in thousands, except per share amounts)

(unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Revenue:
Product sales	$	2,670		$	2,337		$	5,671		$	4,760
Service revenue		1,713			1,755			3,387			3,460
Collaboration revenue		3,462			962			4,424			1,924
Royalties and other revenue		807			601			1,486			1,147
Total revenue		8,652			5,655			14,968			11,291
Cost of revenue		2,959			2,943			5,764			5,801
Gross Profit		5,693			2,712			9,204			5,490
Operating expenses:
Research and development		4,587			6,950			9,708			13,255
Sales and marketing		3,360			4,688			7,167			8,225
General and administrative		5,712			5,561			11,266			11,360
Total operating expenses		13,659			17,199			28,141			32,840
Loss from operations		(7,966	)		(14,487	)		(18,937	)		(27,350	)
Interest expense, net		(333	)		(299	)		(582	)		(635	)
Change in fair value of derivative liabilities		19			(27	)		159			(4	)
Other expense, net		(3	)		(12	)		(39	)		(24	)
Provision for income taxes		(4	)		(6	)		(7	)		(12	)
Net loss	$	(8,287	)	$	(14,831	)	$	(19,406	)	$	(28,025	)
Less: redeemable convertible preferred stock dividends		(153	)		—			(153	)		—
Net loss attributable to common stockholders	$	(8,440	)	$	(14,831	)	$	(19,559	)	$	(28,025	)
Net loss per share, basic and diluted	$	(0.28	)	$	(0.50	)	$	(0.66	)	$	(0.95	)
Weighted average common stock outstanding—basic and diluted		29,774,275			29,435,838			29,718,948			29,383,870

Telesis Bio Inc.

Selected Balance Sheet Financial Data

(in thousands)

(unaudited)


	June 30,			December 31,
	2023			2022
Balance Sheet Data:
Cash, restricted cash, cash equivalents and short-term investments	$	47,530		$	43,753
Working capital		51,157			41,594
Total assets		114,526			81,362
Total liabilities		58,457			34,797
Redeemable convertible preferred stock		28,153			—
Accumulated deficit		(133,147	)		(113,741	)
Total stockholders’ equity		27,916			46,565

Document And Entity Information	Aug. 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 10, 2023
Entity Registrant Name	Telesis Bio Inc.
Entity Central Index Key	0001850079
Entity Emerging Growth Company	true
Securities Act File Number	001-40497
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-1216839
Entity Address, Address Line One	10431 Wateridge Circle
Entity Address, Address Line Two	Suite 150
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	(858)
Local Phone Number	228-4115
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	TBIO
Security Exchange Name	NASDAQ