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): September 36, 2024 (August 2930, 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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in the periodic reports ~~filed~~that ~~by Talis Biomedical Corporation (~~the “Company”) files with the ~~U.S. Securities and Exchange Commission (the “~~SEC”), the Company ~~and~~is ~~certain~~a ofparty ~~its~~to ~~current~~a ~~and~~litigation ~~former~~with ~~officers~~Kriya ~~and~~Therapeutics, ~~directors~~Inc. (~~the~~ “~~Co-Defendants~~Kriya”), ~~and~~the ~~J.P.~~sublandlord ~~Morgan~~of ~~Securities~~the ~~LLC,~~Company’s ~~BofA~~sublease ~~Securities,~~for ~~Inc.,~~its ~~Piper~~former ~~Sandler~~laboratory ~~& Co.,~~ and ~~BTIG,~~office ~~LLC,~~space ~~underwriters~~in ofRedwood ~~the~~City, ~~Company’s~~CA. The ~~February~~complaint ~~2021~~alleged ~~initial~~that ~~public~~the ~~offering~~Company ~~(“IPO”),~~breached ~~are~~the ~~defendants~~March in2023 ansublease ~~ongoing~~for ~~securities~~laboratory ~~class~~and ~~action~~office ~~litigation~~space in ~~which~~its ~~the~~Redwood ~~lead~~City, ~~plaintiff~~CA ~~and~~facility ~~the~~referenced ~~class~~above ~~(collectively,~~by: ~~the “Plaintiffs”~~(i) ~~alleged~~ ~~that~~allegedly ~~the~~failing ~~Company’s~~to ~~registration~~pay ~~statement~~rent and ~~prospectus~~other ~~issued~~costs inallegedly ~~connection~~due ~~with~~under the ~~Company’s~~sublease; ~~IPO~~(ii) ~~was~~allegedly ~~false~~abandoning ~~and~~the ~~misleading,~~premises; and ~~omitted~~(iii) allegedly failing to ~~state~~maintain ~~material~~certain ~~adverse~~maintenance ~~facts,~~agreements ~~related~~for tothe ~~(i)~~premises. The ~~instrument~~Company ~~manufacturing,~~filed ~~(ii)~~an ~~the~~answer ~~reliability~~with ~~and~~affirmative ~~accuracy~~defenses ofdisputing the ~~Company’s~~claims ~~Talis~~and ~~One~~allegations ~~COVID-19~~asserted ~~test,~~in ~~and~~the ~~(iii)~~complaint including the ~~comparator~~damages ~~test~~sought ~~used~~by inKriya. ~~the~~The Company’s ~~primary~~also ~~study~~filed ina ~~support~~cross-complaint ofagainst ~~its~~Kriya ~~EUA~~asserting ~~application~~claims for ~~the~~fraud ~~Talis~~and ~~One~~breach ~~COVID-19~~of ~~Test~~March ~~System.~~2023 sublease, among others (the “Counter Lawsuit”).

On August 2930, 2024, the ~~Plaintiffs, the~~ Company and ~~the~~Kriya ~~Co-Defendants~~ signed a Settlement ~~Term~~Agreement ~~Sheet~~whereby toKriya ~~resolve~~and the ~~Class~~Company ~~Action~~will ~~Litigation~~each ~~that~~release ~~includes~~the aother ~~release~~ of all claims, ~~against~~ the Company ~~and~~will ~~all~~pay ofKriya ~~the~~a ~~Co-Defendants. Within~~settlement 14payment ~~days~~equal ofto ~~the execution of this Settlement Term Sheet~~$1,900,000 ~~(i)~~in ~~the~~order ~~Company shall file a voluntary petition~~ to ~~commence~~terminate ~~proceedings under chapter 11 (~~the “Chapter 11 Case”) of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to implement Settlementsublease, asand ~~described~~Kriya ~~more~~and ~~fully below, or (ii) if~~ the Company ~~has~~have ~~not~~agreed ~~commenced~~to ~~the~~dismiss ~~Chapter~~both ~~11 Case within such time,~~ the ~~Plaintiff~~Lawsuit ~~shall file a Stipulation of Settlement~~ and ~~motion~~Counter ~~for preliminary approval in the United States District Court for the Northern District of California (the “U~~Lawsuit.S. ~~District Court”).~~

~~Under~~The ~~the~~foregoing ~~terms~~description of the Settlement ~~Term~~Agreement ~~Sheet,~~does ~~the~~not ~~Company~~purport ~~will pay an aggregate of $32.5 million (the “Settlement”)~~ to a settlement fund to settle all claims asserted in the Class Action Litigation, class counsel’s fees, and the costs of administering the settlement. The Settlement Term Sheet establishes procedures for the notification of claimants and the administration of the settlement. The settlement fund will be ~~used~~complete ~~to pay notice~~ and ~~administrative~~is ~~fees~~qualified ~~relating~~in toits ~~the~~entirety ~~Class~~by ~~Action~~reference ~~Litigation and~~ to ~~compensate those individuals who were class members during~~ the ~~applicable~~full ~~class~~text ~~period; no amount~~ of the ~~settlement~~Settlement ~~fund~~Agreement ~~will~~and ~~revert to~~ the ~~Company.~~exhibits ~~The~~thereto, ~~settlement fund will be managed by~~ a ~~neutral~~copy ~~third-party~~of ~~claims administrator,~~ which ~~will~~is beattached ~~authorized~~hereto toas ~~communicate~~Exhibit ~~with class members and make payments from the fund in accordance with the terms of the Settlement Term Sheet~~10.1 ~~The Company’s liability insurers have agreed to~~ and ~~are~~is ~~expected~~incorporated toherein ~~directly~~by ~~fund approximately $5~~reference.~~0 million of the settlement fund. 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~~Agreement ~~Sheet~~ dated August 2930, 2024 entered into between Talis Biomedical Corporation, ~~the Lead Plaintiff~~ and ~~the~~Kriya ~~Class~~Therapeutics, Inc
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:	September 36, 2024	By:	/s/ Robert J. Kelley
			Robert J. KelleyChief Executive Officer

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