TLIS Talis Biomedical Corporation

 

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): July 24, 2023 (July 20, 2023)

 

 

Talis Biomedical Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40047	46-3122255
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1100 Island Drive Suite 101
Redwood City, California				94065
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (650) 433-3000

 

(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:

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		TLIS		The Nasdaq Stock Market LLC

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 8.01 Other Events.

On July 20, 2023, Talis Biomedical Corporation (the “Company”), received written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has regained compliance with the minimum bid price requirement of at least $1.00 per share under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Requirement"). In order to regain compliance with the Minimum Bid Price Requirement, the Company’s common stock was required to maintain a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days which the Company satisfied on July 19, 2023. Accordingly, the Notice stated that the Staff has closed the matter.

On July 24, 2023, the Company issued a press release related to the Notice, which is furnished as an exhibit to this Current Report on Form 8-K as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Exhibit Title
99.1		Press release dated July 24, 2023.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document).

 

---

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.

			TALIS BIOMEDICAL CORPORATION
Date:	July 24, 2023	By:	/s/ Rebecca L. Markovich
			Rebecca L. Markovich Interim Chief Financial Officer

 

---

Exhibit 99.1

Talis Biomedical Regains Compliance with Nasdaq Minimum Bid Price Requirement

 

REDWOOD CITY, Calif. – July 24, 2023 – Talis Biomedical Corporation (Nasdaq: TLIS), a diagnostic company dedicated to advancing health equity and outcomes through the delivery of accurate infectious disease testing in the moment of need, at the point of care, today announced that it received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated July 20, 2023, that the Company has regained compliance with the minimum bid price requirement of at least $1.00 per share under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In order to regain compliance, the Company’s common stock was required to maintain a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days which the Company satisfied on July 19, 2023. Accordingly, the Notice stated that Nasdaq now considers the matter closed.

 

The Notice follows the Company’s 1-for-15 reverse stock split approved by stockholders on June 9, 2023, and effected at 5:00 p.m. Eastern time on July 5, 2023, after which the Company’s common stock closed at a minimum of $1.00 per share for the 10 consecutive business days ended July 19, 2023.

 

About Talis Biomedical

Talis Biomedical is dedicated to advancing health equity and outcomes through the delivery of accurate infectious disease testing in the moment of need, at the point of care. The Company plans to develop and commercialize innovative products on its sample-to-answer Talis One® system to enable accurate, low cost, and rapid molecular testing. For more information, visit talisbio.com.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “would,” “should,” “believe,” “expect,” “anticipate,” “could,” “estimate,” “continue,” “predict,” “potential,” “forecast,” “project,” “plan,” “intend” or similar expressions, or other words that convey uncertainty of future events or outcomes can be used to identify these forward-looking statements. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, the Company’s compliance with the minimum required for continued listing on The Nasdaq Capital Market. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors that could cause actual results and events to differ materially and adversely from those indicated by such forward-looking statements including, among others, the Company’s ability to maintain compliance with the per share bid price requirement for continued listing on The Nasdaq Capital Market, market conditions and their impact on the trading price of our common stock and other risks and uncertainties that are described more fully in the “Risk Factors” section and elsewhere in our filings with the Securities and Exchange Commission and available at www.sec.gov, including in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Any forward-looking statements that we make in this announcement speak only as of the date of this press release, and Talis Bio assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise after the date of this press release, except as required under applicable law.
 

Contact

Media & Investors
Emily Faucette
efaucette@talisbio.com
415-595-9407

 

 

---

v3.23.2

Document And Entity Information	Jul. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 20, 2023
Entity Registrant Name	Talis Biomedical Corp
Entity Central Index Key	0001584751
Entity Emerging Growth Company	true
Securities Act File Number	001-40047
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-3122255
Entity Address, Address Line One	1100 Island Drive
Entity Address, Address Line Two	Suite 101
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
City Area Code	(650)
Local Phone Number	433-3000
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	TLIS
Security Exchange Name	NASDAQ

---