Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2023, Dr. Felix Baker notified Talis Biomedical Corporation (the
"Company") of his resignation from the Company's board of directors (the
"Board") effective as of March 10, 2023. Dr. Baker's resignation was not due to
any disagreement with the Company on any matter related to the Company's
operations, policies or practices. Pursuant to that certain Nominating Agreement
dated as of November 1, 2019 (the "Nominating Agreement") by and among the
Company and Baker Brothers Life Sciences, L.P. ("BBLS") and 667, L.P. (together
with BBLS, "BBI"), Dr. Baker will serve as BBI's observer to the Board going
forward (the "BBI Observer").
Also on March 10, 2023, Dr. Raymond Cheong was appointed to the Board to fill
the BBI vacancy created by Dr. Baker's resignation and serve as a Class I
Director with a term expiring at the Company's 2025 annual meeting of
stockholders and until his successor is elected and qualified or his earlier
resignation or removal. Dr. Cheong was nominated to the Board by BBI pursuant to
the Nominating Agreement and had served as the BBI Observer to the Board since
June 2022. Dr. Cheong had previously served as a director of the Company from
June 2020 until June 2022. Dr. Cheong is a Managing Director at Baker Bros.
Advisors LP, where he has worked since 2013. Dr. Cheong also serves on the board
of directors of Istari Oncology, Inc., a private biotechnology company focused
on immuno-oncology and immunotherapy platforms, since December 2018. Dr. Cheong
received a B.S. in Chemical Engineering from the University of Maryland, College
Park, and an M.D. and a Ph.D. in Biomedical Engineering from Johns Hopkins
University, where he was awarded the Michael A. Shanoff Award for best thesis
research.
In accordance with the Company's non-employee director compensation policy (the
"director compensation policy"), Dr. Cheong will receive annual cash
compensation of $40,000 for his services as a member of the Board, payable
quarterly in arrears on a pro-rata basis, and annual equity compensation grants
to be determined by the Board each year.
Pursuant to the Nominating Agreement, during the period beginning at the closing
of the Company's initial public offering until such time as BBI no longer
beneficially owns at least 5,317,097 shares (subject to adjustment for stock
splits, combinations, recapitalizations and similar transactions) of the
Company's common stock (the "Initial Period"), the Company will have the
obligation to support the nomination of, and to cause the Board to include in
the slate of nominees recommended to the Company's stockholders for election,
two individuals designated by BBI (each, a "Baker Designee") and during the
period beginning at the closing of the Company's initial public offering until
such time as BBI no longer beneficially owns at least 1,993,911 shares (subject
to adjustment for stock splits, combinations, recapitalizations and similar
transactions) of our common stock (together with the Initial Period, the
"Nominating Period"), the Company will have the obligation to support the
nomination of, and to cause the Board to include in the slate of nominees
recommended to the Company's stockholders for election one Baker Designee,
unless a majority of disinterested directors reasonably and in good faith
determines that such Baker Designee would not be qualified to serve as a
director of the Company under law, rules of the stock exchange on which the
Company's shares are listed, our Bylaws, or any of the Company's policies. In
such case, the Company would notify Baker Brothers sufficiently in advance of
the date on which the proxy materials related to such Baker Designee are to be
mailed to enable BBI to propose a replacement Baker Designee. If a Baker
Designee resigns his or her seat on the Board or is removed or does not become a
director for any reason, the vacancy will be filled by the election or
appointment of another Baker Designee as soon as reasonably practicable, subject
to compliance with applicable laws, rules and regulations.
Furthermore, during the Nominating Period, the Company will have the obligation
to invite one person as the BBI Observer to attend all meetings of the Board and
all meetings of the committees of the Board as a nonvoting observer. The
Nominating Agreement automatically terminates upon the earlier of (i) such time
as BBI, together with its affiliates, no longer beneficially owns at least
1,329,274 shares (subject to adjustment for stock splits, combinations,
recapitalizations and similar transactions) of the Company's common stock, (ii)
the consummation of an "Acquisition" as defined in our fourth amended and
restated certificate of incorporation (as in effect on the date of the
Nominating Agreement) and (iii) mutual consent of the parties.
On March 26, 2021, the Company entered into a registration rights agreement (the
"Baker Bros Registration Rights Agreement") with BBI (each, an "Investor"),
pursuant to which each Investor is entitled to certain resale registration
rights with respect to certain registrable securities held by such Investor.
Following a request by any Investor made after February 1, 2022, the Company was
obligated to file a resale registration statement on Form S-3, or other
appropriate form, covering the registrable securities held by BBI, subject to
certain specified exceptions. The Company filed such a resale registration
statement on Form S-3 that was declared effective by the SEC on May 24, 2022.
BBI also has the right to one underwritten offering per calendar year, but no
more than three underwritten offerings in total and no more than two
underwritten offerings or block trades in any twelve-month period, to effect the
sale or distribution of their registrable securities, subject to specified
exceptions, conditions and limitations. The Company is required to pay the
registration expenses, other than underwriting discounts and selling
commissions, incurred in connection with the registrations described above. The
Baker Bros Registration Rights Agreement also includes customary indemnification
obligations in connection with registrations described above. The agreement will
automatically terminate once all registrable securities cease to be registrable
securities pursuant to the terms of the agreement.
Except for the Nominating Agreement and Baker Bros Registration Rights
Agreement, there are no other contracts, arrangements or understandings between
the Company and Dr. Cheong or BBI subject to disclosure under Item 404(a) of
Regulation S-K.
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Item 9.01 Financial Statements and Exhibits.
Exhibit Description
Number
104 Cover Page Interactive Data File (Embedded within the Inline XBRL document).
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