The information in this prospectus is not complete and may be changed. The securities
may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
Subject to Completion, dated July 27, 2023
PROSPECTUS
Telesis Bio Inc.
Up to 30,042,550 Shares of Common Stock
Offered by the Selling Securityholders
The selling securityholders named in this prospectus may use this prospectus to offer and resell from time to time up to an aggregate of
30,042,550 shares (the Shares) of common stock, par value $0.0001 per share (the Common Stock) of Telesis Bio Inc. (referred to in this prospectus as we, us, our, or the
Company).
Pursuant to the Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated May 31, 2023, we
issued 280,000 shares of Redeemable Convertible Preferred Stock, par value $0.0001 per share (the Redeemable Convertible Preferred), which are convertible into shares of Common Stock at a rate of the Accrued Value of each
such share of Redeemable Convertible Preferred, plus an amount equal to all accrued or declared and unpaid dividends that have not previously been added to the Accrued Value, divided by the Conversion Price, which was initially set as
$2.3633. Accrued Value means, with respect to each share of Redeemable Convertible Preferred, the sum of (i) $100.00 plus (ii) on each quarterly dividend date, an additional amount equal to the dollar value of any dividends on a
share of Redeemable Convertible Preferred which have accrued on any dividend payment date and have not previously been added to such Accrued Value. As of July 1, 2023, the Accrued Value of each share of Redeemable Convertible Preferred was
$100.57, resulting in 11,915,354 shares of Common Stock becoming issuable upon the conversion of the Redeemable Convertible Preferred as of such date.
The Redeemable Convertible Preferred was sold in fixed combinations with warrants to purchase Common Stock (Warrants), with each
investor receiving (a) a Warrant with a term of two years to purchase one-half of a share of Common Stock per each share of Common Stock initially underlying the Redeemable Convertible Preferred purchased
by such investor (a Short-Term Warrant) and (b) a Warrant with a term of seven years to purchase one share of Common Stock per each share of Common Stock initially underlying the Redeemable Convertible Preferred purchased by such
investor (a Long-Term Warrant), resulting in the issuance of Warrants to purchase an aggregate of 17,771,761 shares of Common Stock.
In addition, pursuant to a letter agreement between the Company and H.C. Wainwright & Co., LLC (HCW), pursuant to which HCW
acted as a financial advisor to the Company, the Company issued Warrants for an aggregate of 355,435 shares of Common Stock to affiliates of HCW (the HCW Warrants).
The above referenced securities were issued in reliance upon the exemption from the registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended (the Securities Act), and Rule 506 of Regulation D promulgated thereunder. We are registering the offer and resale of the Shares to satisfy the provisions of the Registration Rights Agreement dated
June 5, 2023, pursuant to which we agreed to register the resale of the Shares.
We are not selling any Common Stock under this
prospectus and will not receive any of the proceeds from the sale of Shares by the selling securityholders.
The selling securityholders
identified in this prospectus may offer the Shares from time to time through public or private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices
determined at the time of sale, or at negotiated prices. The registration of the Shares on behalf of the selling securityholders, however, does not necessarily mean that any of the selling securityholders will offer or sell their Shares under this
registration statement or at any time in the near future. We provide more information about how the selling securityholders may sell their Shares in the section entitled Plan of Distribution on page 18.
The selling securityholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the Shares, or interests
therein and all costs, expenses and fees in connection with the registration of the Shares. We will not be paying any underwriting discounts or commissions in this offering or costs, expenses, and fees in connection with the registration of the
Shares described in this prospectus. We will pay the expenses of registering the Shares.
Our Common Stock is traded on The Nasdaq Global
Select Market under the symbol TBIO. On July 26, 2023, the last reported sale price of our Common Stock was $1.57 per share.
We are an emerging growth company under the federal securities laws and, as such, are subject to reduced public company reporting
requirements.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read
the entire prospectus and any amendments or supplements carefully before you make your investment decision.
Investing in these
securities involves risks. Please carefully read the information under the headings Risk Factors beginning on page 8 of this prospectus and Item 1A Risk Factors of our most recent report on Form 10-K that is incorporated by reference in this prospectus before you invest in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this
prospectus is , 2023.