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~~September 233, 2024 (August 2229, 2024)

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.)

1375 West Fulton Market Suite 700
Chicago, Illinois		60607
(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:


☐		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	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 31.01. Entry ~~Notice~~into ~~of Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnAs ~~August~~previously ~~19,~~disclosed ~~2024,~~in the periodic reports filed by Talis Biomedical Corporation (the “Company”) ~~filed~~ with the U.S. Securities and Exchange Commission (the “SEC”), the Company and certain of its current and former officers and directors (the “Co-Defendants”) and J.P. Morgan Securities LLC, BofA Securities, Inc., Piper Sandler & Co., and BTIG, LLC, underwriters of the Company’s ~~quarterly~~February ~~report~~2021 oninitial ~~Form~~public ~~10-Q~~offering (“IPO”), are defendants in an ongoing securities class action litigation in which the lead plaintiff and ~~disclosed~~the class (collectively, the “Plaintiffs”) alleged that the Company’s ~~had~~registration ~~suspended~~statement ~~all~~and ~~research~~prospectus ~~and~~issued ~~development~~in ~~activities~~connection aswith ofthe ~~June~~Company’s 30IPO was false and misleading, ~~2024~~and omitted to state material adverse facts, ~~anticipated~~related ~~commencing~~to a(i) ~~voluntary~~instrument ~~petition~~manufacturing, ~~under~~(ii) ~~Chapter~~the 11reliability and accuracy of the ~~United~~Company’s ~~States~~Talis ~~Code~~One COVID-19 test, and ~~expected~~(iii) ~~that~~the comparator test used in the Company’s ~~would~~primary bestudy ~~delisted~~in ~~from~~support of its EUA application for the ~~Nasdaq~~Talis ~~Stock~~One ~~Market~~COVID-19 Test System.

On August 2229, 2024, the Plaintiffs, the Company ~~received~~and the Co-Defendants signed a ~~letter~~Settlement ~~(the~~Term ~~“Notice”)~~Sheet ~~from~~to resolve the ~~Listing~~Class ~~Qualifications~~Action ~~Department~~Litigation ofthat ~~The~~includes ~~Nasdaq~~a ~~Stock~~release ~~Market~~of ~~LLC~~all ~~(“Nasdaq”)~~claims ~~notifying~~against the Company ~~that~~and ~~based~~all ~~upon~~of ~~Nasdaq’s~~the ~~review~~Co-Defendants. Within 14 days of the execution of this Settlement Term Sheet, (i) the Company ~~and~~shall ~~pursuant~~file a voluntary petition to ~~Nasdaq~~commence ~~Listing~~proceedings ~~Rule~~under ~~5101~~chapter 11 (the “~~Listing~~Chapter ~~Rule~~11 Case”), ~~Nasdaq~~of ~~believes~~title ~~that~~11 of the ~~Company~~United isStates aCode (the “~~public~~Bankruptcy ~~shell,~~Code”) ~~and~~in ~~that~~ the ~~continued~~United ~~listing~~States Bankruptcy Court for the District of ~~its~~Delaware ~~common~~(the ~~stock~~“Bankruptcy isCourt”) noto ~~longer~~implement ~~warranted.~~Settlement, ~~Nasdaq’s~~as ~~notice~~described ~~also~~more ~~provided~~fully ~~that~~below, ~~unless~~or (ii) if the Company ~~timely~~has ~~appeals~~not ~~Nasdaq’s~~commenced ~~determination~~the Chapter 11 Case within such time, itthe ~~would~~Plaintiff beshall ~~subject~~file toa ~~delisting~~Stipulation of Settlement and motion for preliminary approval in the United States District Court for the Northern District of California (the “U.S. District Court”).

~~While~~Under the terms of the Settlement Term Sheet, the Company ~~does~~will ~~not~~pay ~~believe~~an ~~that~~aggregate itof ~~currently~~$32.5 ~~meets~~million (the ~~definition~~“Settlement”) ofto a ~~shell~~settlement ~~company~~fund asto ~~defined~~settle all claims asserted in ~~Rule~~the ~~12b-2~~Class Action Litigation, class counsel’s fees, and the costs of administering the ~~Exchange~~settlement. The ~~Act,~~Settlement ~~given~~Term Sheet establishes procedures for the ~~suspension~~notification of ~~all~~claimants and the administration of ~~its~~the ~~research~~settlement. ~~and~~The ~~development~~settlement ~~activities~~fund aswill ofbe ~~June~~used ~~30,~~to ~~2024,~~pay itnotice ~~does~~and ~~not~~administrative ~~intend~~fees relating to ~~petition~~the ~~Nasdaq~~Class ~~for~~Action aLitigation ~~hearing~~and to ~~appeal~~compensate ~~Nasdaq’s~~those ~~determination. Accordingly,~~individuals ~~trading~~who ofwere class members during the ~~Company’s~~applicable ~~common~~class ~~stock~~period; ~~will~~no beamount ~~suspended~~of atthe settlement fund will revert to the ~~opening~~Company. ofThe ~~business~~settlement onfund ~~September~~will 3,be ~~2024,~~managed ~~and~~by a ~~Form~~neutral 25third-~~NSE~~party claims administrator, which will be ~~filed~~authorized to communicate with class members and make payments from the ~~SEC,~~fund ~~which~~in ~~will~~accordance ~~remove~~with the terms of the Settlement Term Sheet. The Company’s ~~common~~liability ~~stock~~insurers ~~from~~have ~~listing~~agreed to and ~~registration~~are onexpected to directly fund approximately $5.0 million of the ~~Nasdaq~~settlement ~~Stock~~fund. ~~Market~~The Company will directly contribute approximately $27.5 million of the Company’s available cash to the settlement fund.

The foregoing description of the Settlement Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Term Sheet and the exhibits thereto, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

There can be no assurance as to the ultimate outcome of the Class Action Litigation, including no assurance that the Settlement Term Sheet will be approved by the Bankruptcy Court or the U.S. District Court or that any revised settlement terms, if applicable, will be finalized by the parties and approved by the Bankruptcy Court or the U.S. District Court. The execution of the Settlement Term Sheet does not constitute an admission by the Company of any fault or liability and the Company does not admit fault or liability. If the settlement cannot be finalized by the parties or the Settlement Term Sheet is not approved by the Bankruptcy Court or the U.S. District Court, the Company will continue to defend the Class Action Litigation vigorously and believes there are meritorious defenses and legal standards that must be met for, among other things, success on the merits. If the parties are unable to finalize the settlement, an adverse outcome in the Class Action Litigation could have a material adverse effect on the Company’s financial condition as previously disclosed in the Company’s periodic reports as filed with the SEC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Settlement Term Sheet dated August 29, 2024 entered into between Talis Biomedical Corporation, the Lead Plaintiff and the Class
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:	~~August~~September 233, 2024	By:	/s/ Robert J. Kelley
			Robert J. KelleyChief Executive Officer

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