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| CIK | 1850079 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Codex DNA Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40497 Telesis Bio Inc. (Exact name of registrant as specified in its cha |
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| January 3, 2025 |
As filed with the Securities and Exchange Commission on January 3, 2025 As filed with the Securities and Exchange Commission on January 3, 2025 Registration No. |
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| January 3, 2025 |
As filed with the Securities and Exchange Commission on January 3, 2025 As filed with the Securities and Exchange Commission on January 3, 2025 Registration No. |
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| January 3, 2025 |
As filed with the Securities and Exchange Commission on January 3, 2025 As filed with the Securities and Exchange Commission on January 3, 2025 Registration No. |
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| January 3, 2025 |
As filed with the Securities and Exchange Commission on January 3, 2025 As filed with the Securities and Exchange Commission on January 3, 2025 Registration No. |
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| January 3, 2025 |
As filed with the Securities and Exchange Commission on January 3, 2025 As filed with the Securities and Exchange Commission on January 3, 2025 Registration No. |
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| January 3, 2025 |
As filed with the Securities and Exchange Commission on January 3, 2025 As filed with the Securities and Exchange Commission on January 3, 2025 Registration No. |
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| November 8, 2024 |
DANAHER CORP /DE/ - SCHEDULE 13G, AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Telesis Bio Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 192003101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| November 8, 2024 |
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): November 4, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 7, 2024 |
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| November 7, 2024 |
Separation and General Release Agreement Exhibit 10.1 Separation Agreement The following agreement (“Agreement”) between Todd Nelson (“you”) and Telesis Bio Inc. (the “Company” and, together with you, the “Parties”) confirms your separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and the obligations set forth in this Agree |
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| November 7, 2024 |
Amended Offer Letter between the Registrant and Eric Esser dated April 17, 2024 Exhibit 10.2 April 17, 2024 Eric Esser Dear Eric: You and Codex DNA, Inc. (now Telesis Bio Inc., and referred to herein as the “Company”) previously entered into an offer letter dated as of May 2, 2022 (the “Offer Letter”). As discussed, this letter confirms certain changes in employment terms effective as of April 17, 2024 (the “Effective Date”). Except as set forth below, the terms and condition |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 6, 2024 |
Novalis LifeSciences Investments II, L.P. - EX-99.A EX-99.A Exhibit A TELESIS BIO INC. PROMISSORY NOTE November 4, 2024 (the “Closing Date”) New York, New York FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Telesis Bio Inc., a Delaware corporation (the “Borrower”) hereby promise to pay to (the “Noteholder”), the principal sum of , plus any interest accrued thereon from time to time in accordance with Sectio |
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| November 6, 2024 |
Novalis LifeSciences Investments II, L.P. - SC 13D/A SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| November 6, 2024 |
Northpond Ventures, LP - SC 13D/A SC 13D/A 1 d868510dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Telesis Bio Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 192003101 (CUSIP Number) Patrick Smerkers c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 800 Bet |
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| November 6, 2024 |
TELESIS BIO INC. PROMISSORY NOTE EX-99.A 2 d868510dex99a.htm EX-99.A Exhibit A TELESIS BIO INC. PROMISSORY NOTE November 4, 2024 (the “Closing Date”) New York, New York FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Telesis Bio Inc., a Delaware corporation (the “Borrower”) hereby promise to pay to (the “Noteholder”), the principal sum of , plus any interest accrued thereon from time to ti |
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| October 25, 2024 |
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): October 23, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-40497 Issuer: Telesis Bio Inc. Exchange: The Nasdaq Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or regist |
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| September 10, 2024 |
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 10, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| September 10, 2024 |
Telesis Bio Plans to Delist its Securities from The Nasdaq Stock Market Telesis Bio Plans to Delist its Securities from The Nasdaq Stock Market September 10, 2024 SAN DIEGO, September 10, 2024 (GLOBE NEWSWIRE) – Telesis Bio Inc. |
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| August 30, 2024 |
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 27, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 28, 2024 |
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 26, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 20, 2024 |
Entry into a Material Definitive Agreement 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 14, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 8, 2024 |
$& ?E/@>@B & ''& && 0 #)"#, /"17"#+ ' ' #"1/"&&&(# & "'( 3#!$"-48 $&* #)' -"(& "(#"#& ((&('# -@/@>@@ 7( 3 & ((&481' ')''/( ' ((&#" &!'&( " "' " !$ #-!"((&!'( * '#$& ?E/@>@B7( 3( *(481 ,$(''(#&( #+/( (&!'"#" ( #"' |
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| August 8, 2024 |
Amended Offer Letter between the Registrant and Eric Esser dated April 17, 2024 Exhibit 10.2 April 17, 2024 Eric Esser Dear Eric: You and Codex DNA, Inc. (now Telesis Bio Inc., and referred to herein as the “Company”) previously entered into an offer letter dated as of May 2, 2022 (the “Offer Letter”). As discussed, this letter confirms certain changes in employment terms effective as of April 17, 2024 (the “Effective Date”). Except as set forth below, the terms and condition |
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| August 8, 2024 |
Separation and General Release Agreement Exhibit 10.1 Separation Agreement The following agreement (“Agreement”) between Todd Nelson (“you”) and Telesis Bio Inc. (the “Company” and, together with you, the “Parties”) confirms your separation from employment and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and the obligations set forth in this Agree |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 7, 2024 |
Telesis Bio Reports Second Quarter and First Half 2024 Financial Results Exhibit 99.1 Telesis Bio Reports Second Quarter and First Half 2024 Financial Results August 7, 2024 SAN DIEGO, August 7, 2024 (GLOBE NEWSWIRE) – Telesis Bio Inc. (NASDAQ: TBIO), a leading provider of RNA and DNA solutions enabling researchers to accelerate therapeutic discovery through advanced, flexible, and rapid automated synthesis technology in their own lab, today announced financial results |
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| August 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 07, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| July 18, 2024 |
TELESIS BIO INC. PROMISSORY NOTE EX-99.A Exhibit A Execution Version TELESIS BIO INC. PROMISSORY NOTE July 16, 2024 (the “Closing Date”) New York, New York FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Telesis Bio Inc., a Delaware corporation (the “Borrower”) hereby promise to pay to (the “Noteholder”), the principal sum of , plus any interest accrued thereon from time to time in accordanc |
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| July 18, 2024 |
EX-99.B Exhibit B July 16, 2024 Telesis Bio Inc. Novalis LifeSciences Investments II, L.P. 1 Liberty Lane E, Suite 112 Hampton, NH 03842 Northpond Ventures III, LP 7500 Old Georgetown Rd, Suite 850 Bethesda, MD 20814 Ladies and Gentlemen: This agreement (this “Agreement”) is being entered into by and among Novalis LifeSciences Investments II, L.P. (“Novalis”) and Northpond Ventures III, LP (“NPV”, |
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| July 18, 2024 |
TELESIS BIO INC. PROMISSORY NOTE EX-99.A Exhibit A Execution Version TELESIS BIO INC. PROMISSORY NOTE July 16, 2024 (the “Closing Date”) New York, New York FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Telesis Bio Inc., a Delaware corporation (the “Borrower”) hereby promise to pay to (the “Noteholder”), the principal sum of , plus any interest accrued thereon from time to time in accordanc |
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| July 18, 2024 |
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 16, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| July 18, 2024 |
EX-99.B Exhibit B July 16, 2024 Telesis Bio Inc. Novalis LifeSciences Investments II, L.P. 1 Liberty Lane E, Suite 112 Hampton, NH 03842 Northpond Ventures III, LP 7500 Old Georgetown Rd, Suite 850 Bethesda, MD 20814 Ladies and Gentlemen: This agreement (this “Agreement”) is being entered into by and among Novalis LifeSciences Investments II, L.P. (“Novalis”) and Northpond Ventures III, LP (“NPV”, |
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| July 18, 2024 |
Novalis LifeSciences Investments II, L.P. - SC 13D/A SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| July 18, 2024 |
EX-99.C Exhibit C WAIVER AGREEMENT July 16, 2024 Novalis Life Sciences Investments II, L.P. 1 Liberty Lane E, Suite 112 Hampton, NH 03842 Northpond Ventures, LP 7500 Old Georgetown Rd, Suite 850 Bethesda, MD 20814 Ladies and Gentlemen: Reference is made to the Registration Rights Agreement, dated June 2, 2023 (the “Agreement”), among Telesis Bio Inc., a Delaware corporation (the “Company”), and th |
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| July 18, 2024 |
EX-99.C Exhibit C WAIVER AGREEMENT July 16, 2024 Novalis Life Sciences Investments II, L.P. 1 Liberty Lane E, Suite 112 Hampton, NH 03842 Northpond Ventures, LP 7500 Old Georgetown Rd, Suite 850 Bethesda, MD 20814 Ladies and Gentlemen: Reference is made to the Registration Rights Agreement, dated June 2, 2023 (the “Agreement”), among Telesis Bio Inc., a Delaware corporation (the “Company”), and th |
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| July 18, 2024 |
Northpond Ventures, LP - SC 13D/A SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Telesis Bio Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 192003101 (CUSIP Number) Patrick Smerkers c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 800 Bethesda, MD 20814 (240) 800-1200 |
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| June 12, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): June 06, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| June 10, 2024 |
TBIO / Telesis Bio, Inc. / Novalis LifeSciences Investments II, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d829691dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1) Telesis Bio Inc. (Name of Issuer) Common Stock, $0.0001 par value per sha |
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| June 10, 2024 |
TBIO / Telesis Bio, Inc. / Northpond Ventures, LP - SC 13D/A Activist Investment SC 13D/A 1 d791155dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Telesis Bio Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 192003101 (CUSIP Number) Patrick Smerkers c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 800 Bet |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 9, 2024 |
Telesis Bio Reports First Quarter 2024 Financial Results Exhibit 99.1 Telesis Bio Reports First Quarter 2024 Financial Results May 9, 2024 SAN DIEGO, May 9, 2024 (GLOBE NEWSWIRE) – Telesis Bio Inc. (NASDAQ: TBIO), a leading provider of RNA and DNA solutions enabling researchers to accelerate therapeutic discovery through advanced, flexible, and rapid automated synthesis in their own lab, today announced financial results for the first quarter of 2024. I |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 09, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| May 6, 2024 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation. CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TELESIS BIO INC. |
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| May 6, 2024 |
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): May 01, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| May 6, 2024 |
Telesis Bio Announces Reverse Stock Split Telesis Bio Announces Reverse Stock Split SAN DIEGO, May 6, 2024 (GLOBE NEWSWIRE) – Telesis Bio Inc. |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| April 18, 2024 |
Exhibit 99.1 Telesis Bio Inc. announces strategic focus on game-changing Gibson SOLA enzymatic DNA synthesis (EDS) platform and BioXp mRNA solutions and announces new leadership SAN DIEGO, April 18, 2024 (GLOBE NEWSWIRE) - Telesis Bio Inc. (NASDAQ: TBIO), a leader in automated benchtop DNA and mRNA synthesis solutions, today announced a focus in strategy enabled by the commercial availability of i |
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| April 18, 2024 |
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): April 17, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy State |
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| April 8, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 03, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| April 3, 2024 |
Calculation of Filing Fee Tables Exhibit 107.1 CALCULATION OF REGISTRATION FEE TABLES Form S-8 (Form Type) Telesis Bio Inc. (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Securities Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Sto |
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| April 3, 2024 |
As filed with the Securities and Exchange Commission on April 3, 2024 As filed with the Securities and Exchange Commission on April 3, 2024 Registration No. |
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| March 29, 2024 |
Amendment No. 3 to Credit, Security and Guaranty Agreement (Term Loan) Exhibit 10.24 Execution Version LIMITED WAIVER AND amendment No. 3 to CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) This LIMITED WAIVER AND AMENDMENT NO. 3 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of November 24, 2023, by and among TELESIS BIO INC. (formerly known as Codex DNA, Inc.), a Delaware corporation (“Parent Borrower”), EtonBio, Inc., a Cal |
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| March 29, 2024 |
Exhibit 4.9 Execution Version THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SE |
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| March 29, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction SGI-DNA Limited United Kingdom EtonBio Inc. California |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-404 |
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| March 29, 2024 |
Amendment No. 3 to Credit, Security and Guaranty Agreement (Revolving Loan) Exhibit 10.25 Execution Version LIMITED WAIVER AND amendment No. 3 to CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) This LIMITED WAIVER AND AMENDMENT NO. 3 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of November 24, 2023, by and among TELESIS BIO INC. (formerly known as Codex DNA, Inc.), a Delaware corporation (“Parent Borrower”), EtonBio, I |
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| March 29, 2024 |
Amended and Restated Director Compensation Policy Exhibit 10.12 TELESIS BIO INC. AMENDED AND RESTATED OUTSIDE DIRECTOR COMPENSATION POLICY (Adopted on May 26, 2021, effective upon the effectiveness of the registration statement relating to the Company’s initial public offering (the “Original Effective Date”); most recently amended on May 1, 2022) Telesis Bio Inc. (the “Company”) believes that the granting of equity and cash compensation to its me |
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| March 28, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 28, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| March 28, 2024 |
Telesis Bio Reports Fourth Quarter and Full Year 2023 Financial Results Exhibit 99.1 Telesis Bio Reports Fourth Quarter and Full Year 2023 Financial Results March 28, 2024 SAN DIEGO, March 28, 2024 (GLOBE NEWSWIRE) – Telesis Bio Inc. (NASDAQ: TBIO), a leading provider of RNA and DNA solutions enabling researchers to accelerate therapeutic discovery through advanced, flexible, and rapid automated synthesis in their own lab, today announced financial results for the fou |
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| February 26, 2024 |
Telesis Bio Announces Select Preliminary Fourth Quarter 2023 Financial Results Telesis Bio Announces Select Preliminary Fourth Quarter 2023 Financial Results February 26, 2024 Telesis Bio announces Q4 and full-year 2023 select preliminary financial results, highlighting strong BioXp kit sales, expanding gross margin and reduced expense SAN DIEGO, Feb. |
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| February 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 26, 2024 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 30, 2023 |
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): November 24, 2023 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 13, 2023 |
Telesis Bio Reports Third Quarter 2023 Financial Results Exhibit 99.1 Telesis Bio Reports Third Quarter 2023 Financial Results SAN DIEGO, November 13, 2023 (GLOBE NEWSWIRE) - Telesis Bio Inc. (NASDAQ: TBIO), a leader in automated multi-omic and synthetic biology solutions, today reported financial results for the third quarter of 2023. “This quarter, we continued to drive adoption of our instruments and kits, make progress against important collaboratio |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 13, 2023 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 9, 2023 |
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): November 03, 2023 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 24, 2023 |
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): October 18, 2023 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File |
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| September 22, 2023 |
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 20, 2023 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 29, 2023 |
Telesis Bio Appoints William J. Kullback Chief Financial Officer Exhibit 99.1 Telesis Bio Appoints William J. Kullback Chief Financial Officer SAN DIEGO, August 29, 2023 (GLOBE NEWSWIRE) — Telesis Bio Inc. (NASDAQ: TBIO), a leader in automated multi-omic and synthetic biology solutions, has named William J. Kullback as its Chief Financial Officer, effective August 28, 2023. As CFO, Kullback will be responsible for the Company’s financial planning and analysis, |
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| August 29, 2023 |
Offer Letter between the Company and William Kullback dated August 10, 2023. EX-10.1 Exhibit 10.1 August 10, 2023 Bill Kullback Sent Via email to [email protected] Re: Offer of Employment Dear Bill: Telesis Bio Inc. (“Company”) is pleased to offer you the position of Chief Financial Officer reporting directly me. Your anticipated start date will be August 28th, 2023 or such other mutually agreed upon start date. This offer and your employment relationship will be subject |
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| August 29, 2023 |
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 28, 2023 TELESIS BIO INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File N |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 11, 2023 |
Amendment No. 2 to Credit, Security and Guaranty Agreement (Term Loan) Certain identified information marked with [***] has been excluded from this agreement because it is not material and is of the type that the registrant treats as private and confidential Exhibit 10. |
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| August 11, 2023 |
Amendment No. 2 to Credit, Security and Guaranty Agreement (Revolving Loan) Certain identified information marked with [***] has been excluded from this agreement because it is not material and is of the type that the registrant treats as private and confidential Exhibit 10. |
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| August 10, 2023 |
Exhibit 99.1 Telesis Bio Reports Second Quarter 2023 Financial Results - Total revenue of $8.7M in 2QFY23 - increased by 53% year over year SAN DIEGO, August 10, 2023 (GLOBE NEWSWIRE) - Telesis Bio Inc. (NASDAQ: TBIO), a leader in automated multi-omic and synthetic biology solutions, today reported financial results for the second quarter of 2023. “We achieved important milestones this quarter tow |
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| August 10, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 10, 2023 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 2, 2023 |
August 2, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| July 27, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) TELESIS BIO INC. |
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| July 27, 2023 |
As filed with the Securities and Exchange Commission on July 27, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on July 27, 2023 Registration No. |
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| July 7, 2023 |
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): June 30, 2023 TELESIS BIO INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File No. |
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| July 5, 2023 |
DNAY / Codex DNA Inc / BroadOak Fund IV, LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Telesis Bio Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 192003 101 (CUSIP Number) June 5, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| July 5, 2023 |
EX-99.1 2 d874341dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Telesis Bio Inc. is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) |
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| July 5, 2023 |
DNAY / Codex DNA Inc / GATTACA Mining LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Telesis Bio Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 192003 101 (CUSIP Number) June 5, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| June 15, 2023 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D EX-99.A Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D The undersigned being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D (including amendments thereto) joi |
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| June 15, 2023 |
DNAY / Codex DNA Inc / Novalis LifeSciences Investments II, L.P. - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| June 9, 2023 |
Certificate of Designation of Redeemable Convertible Preferred Stock EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF REDEEMABLE CONVERTIBLE PREFERRED STOCK OF TELESIS BIO INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned, Todd R. Nelson, hereby certifies that: I. He is the duly elected and acting Chief Executive Officer of Telesis Bio Inc., a Delaware corporation (the “Company”). II. The Amended and Restated Certi |
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| June 9, 2023 |
EX-99.1 Exhibit 99.1 Telesis Bio Announces Closing of $28.0 Million Private Placement of Preferred Stock And Warrants to Purchase an Additional $46.2 Million of Common Stock SAN DIEGO, June 5, 2023 (GLOBE NEWSWIRE) — Telesis Bio Inc. (NASDAQ: TBIO), a leader in molecular biology automation solutions for multi-omic and synthetic biology applications, today announced the closing of its private place |
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| June 9, 2023 |
Form of Warrant issued to affiliates of H.C. Wainright & Co., LLC. EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 5, 2023 TELESIS BIO INC. |
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| June 7, 2023 |
DNAY / Codex DNA Inc / Northpond Ventures, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Telesis Bio Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 192003101 (CUSIP Number) Paul Hodgdon c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 800 Bethesda, MD 20814 (240) 800-1200 (Name, Addr |
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| June 2, 2023 |
DNAY / Codex DNA Inc / Northpond Ventures, LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Telesis Bio Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 192003101 (CUSIP Number) Paul Hodgdon c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 800 Bethesda, MD 20814 (240) 800-1200 (Name, Addr |
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| May 31, 2023 |
Form of Registration Rights Agreement. EX-10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 2, 2023, by and between Telesis Bio Inc., a Delaware corporation (the “Company”), and each of the several Investors signatory hereto (each such Investor, an “Investor” and, collectively, the “Investors”). This Agreement is made pursuant to t |
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| May 31, 2023 |
EX-4.1 3 d514788dex41.htm EX-4.1 Exhibit 4.1 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFE |
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| May 31, 2023 |
Form of Certificate of Designation of Redeemable Convertible Preferred Stock. EX-3.1 Exhibit 3.1 Execution Version CERTIFICATE OF DESIGNATION OF REDEEMABLE CONVERTIBLE PREFERRED STOCK OF TELESIS BIO INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware The undersigned, Todd R. Nelson, hereby certifies that: I. He is the duly elected and acting Chief Executive Officer of Telesis Bio Inc., a Delaware corporation (the “Company”). II. The Amended |
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| May 31, 2023 |
EX-10.3 Exhibit 10.3 TELESIS BIO INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Amendment No. 1 to the Amended and Restated Investors’ Rights Agreement (this “Amendment”) is made and entered into as of May 31, 2023, by and among Telesis Bio Inc., a Delaware corporation (the “Company”), and the undersigned. This Amendment amends the Amended and Restated Investors’ Rig |
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| May 31, 2023 |
Form of Pre-Funded Common Stock Purchase Warrant. EX-4.3 Exhibit 4.3 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUAN |
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| May 31, 2023 |
EX-4.2 Exhibit 4.2 Execution Version NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUAN |
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| May 31, 2023 |
EX-99.1 Exhibit 99.1 Telesis Bio Secures Financing of $28.0 Million Up to an Additional $46.2 Million Available Through Warrant Exercise Led by Novalis LifeSciences LLC with participation from NorthPond Ventures, M-185 Corporation and BroadOak Capital Partners SAN DIEGO, May 31, 2023 (GLOBE NEWSWIRE) — Telesis Bio Inc. (NASDAQ: TBIO), a leader in molecular biology automation solutions for multi-om |
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| May 31, 2023 |
Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated May 31, 2023. EX-10.1 Exhibit 10.1 Execution Version REDEEMABLE CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT BY AND AMONG TELESIS BIO INC. AND THE INVESTORS NAMED HEREIN DATED AS OF MAY 31, 2023 This REDEEMABLE CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 31st day of May, 2023 by and among Telesis Bio Inc., a Delaware corporation (the |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 31, 2023 TELESIS BIO INC. |
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| May 24, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 24, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| May 17, 2023 |
UNITED STATE S SECURITIES AND EX CHA NGE COMMISSI ON Washington D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Commission File Number 001-40497 TELESIS BIO INC. (Exact name of registrant as specified in its charter) Delaware 45-1216839 (State or other jurisdiction of incorporation |
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| May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K/A Amendment No. 2 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-40497 TELESIS BIO INC. (Exact name of registrant as specified in its charter) Delaware 45-1216839 (State or other jurisdiction of incorporation or |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 12, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction SGI-DNA Limited United Kingdom EtonBio, Inc. United States of America |
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| May 11, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 11, 2023 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| May 11, 2023 |
Exhibit 99.1 Telesis Bio Reports First Quarter 2023 Financial Results - Total revenue of $6.3M in 1QFY23 - BioXp® franchise revenue increased by 28% SAN DIEGO, May 11, 2023 (GLOBE NEWSWIRE) - Telesis Bio Inc. (NASDAQ: TBIO), a leader in automated multi-omic and synthetic biology solutions, today reported financial results for the first quarter of 2023. “We are pleased with our company’s performanc |
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| May 2, 2023 |
Confirmatory Offer Letter between the Company and Eric Esser dated May 2, 2022. EX-10.1 Exhibit 10.1 May 2, 2022 Eric Esser Sent via email: *** Re: Offer of Employment Dear Eric: Codex DNA, Inc. (the “Company”) is pleased to offer you the position of Chief Operating Officer, reporting to Todd R. Nelson, CEO. Your anticipated start date will be June 1, 2022 (your “Start Date”) or mutually agreed upon start date. This offer and your employment relationship will be subject to th |
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| May 2, 2023 |
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): May 1, 2023 TELESIS BIO INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 1, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITY EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Commission File Number 001-40497 TELESIS BIO INC. (Exact name of registrant as specified in its charter) Delaware 45-1216839 (State or other jurisdiction of incorporation o |
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| April 19, 2023 |
DNAY / Codex DNA Inc / Northpond Ventures, LP - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Telesis Bio Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 192003101 (CUSIP Number) Paul Hodgdon c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 800 Bethesda, MD 20814 240-800-1200 (Name, Addres |
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| March 24, 2023 |
As filed with the Securities and Exchange Commission on March 24, 2023 As filed with the Securities and Exchange Commission on March 24, 2023 Registration No. |
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| March 24, 2023 |
Calculation of Filing Fee Tables Exhibit 107.1 CALCULATION OF REGISTRATION FEE TABLES Form S-8 (Form Type) Telesis Bio Inc. (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Securities Class Type Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Commo |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-404 |
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| March 21, 2023 |
Exhibit 99.1 Telesis Bio Reports Fourth Quarter and Full Year 2022 Financial Results and Provides 2023 Guidance - Record revenue of $9.5M in 4QFY22; Increase of 208% over 4QFY21 - BioXp® Revenue increased by 158% to $3.4M, in 4QFY22 over 4QFY21 SAN DIEGO, March 21, 2023 (GLOBE NEWSWIRE) - Telesis Bio Inc. (NASDAQ: TBIO), a leader in automated multi-omic and synthetic biology solutions, today repor |
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| March 21, 2023 |
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): March 21, 2023 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 14, 2023 |
DNAY / Codex DNA, Inc. / GATTACA Mining LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Telesis Bio Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 192003 101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| January 27, 2023 |
DNAY / Codex DNA, Inc. / DANAHER CORP /DE/ - SCHEDULE 13G - AMENDMENT 1 Passive Investment SC 13G/A 1 sc13g-a1.htm SCHEDULE 13G - AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Telesis Bio Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 192003101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statemen |
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| January 10, 2023 |
Telesis Bio Pre-Announces Preliminary Fourth Quarter Financial Results Exhibit 99.1 Telesis Bio Pre-Announces Preliminary Fourth Quarter Financial Results January 9, 2023 - Record revenue of $9M in 4QFY22; Increase of 191% over 4QFY21 - BioXp® Revenue increased by 131% to $3M, in 4QFY22 over 4QFY21 - Successful achievement of first technical milestone with Pfizer leveraging Telesis Bio’s SOLA platform for enzymatic DNA synthesis technology SAN DIEGO, Jan. 09, 2023 (G |
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| January 10, 2023 |
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): January 09, 2023 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 9, 2022 |
Credit, Security and Guaranty Agreement (Term Loan) Exhibit 10.2 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. Execution Version CREDIT, SECURITY AND GUARANTY AGREEMENT (term Loan) dated as of August 9, 2022 by and among CODEX DNA, INC., EtonBio, Inc. and any additional borrower that hereafter becomes party he |
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| November 9, 2022 |
Credit, Security and Guaranty Agreement (Revolving Loan) Exhibit 10.1 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. Execution Version CREDIT, SECURITY AND GUARANTY AGREEMENT (revolving Loan) dated as of August 9, 2022 by and among CODEX DNA, INC., EtonBio, Inc. and any additional borrower that hereafter becomes par |
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| November 8, 2022 |
Exhibit 99.1 Telesis Bio Inc. Reports Third Quarter 2022 Financial Results - Record revenue of $6.7M in 3QFY22; Increase of 140% over $2.8M 3QFY21 - BioXp? Kit Revenue increased to $884k, or 69% in 3QFY22 over 3QFY21 - Increases revenue guidance to $23 million to $25 million for the full year fiscal 2022 SAN DIEGO, Calif.-(BUSINESS WIRE)?November 8, 2022?Telesis Bio Inc. (NASDAQ: DNAY), a company |
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| November 8, 2022 |
Amended and Restated Bylaws of the Registrant Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TELESIS BIO INC. (as amended on November 8, 2022) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 NOTICE OF STOCKHOLDERS’ MEETINGS 9 2.6 QUORUM 9 2.7 ADJOURNED MEE |
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| November 8, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 08, 2022 TELESIS BIO INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File |
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| November 8, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODEX DNA, INC. Codex DNA, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), certifies that: 1. The Company was originally incorporated under the name of Synthetic Genomics Solutions, Inc., and the original Certificate of Incorporation of the Company wa |
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| November 8, 2022 |
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): November 07, 2022 CODEX DNA, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File |
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| October 28, 2022 |
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): October 24, 2022 CODEX DNA, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| August 17, 2022 |
August 17, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| August 10, 2022 |
Amended and Restated Outside Director Compensation Policy Exhibit 10.1 CODEX DNA, INC. AMENDED AND RESTATED OUTSIDE DIRECTOR COMPENSATION POLICY (Adopted on May 26, 2021, effective upon the effectiveness of the registration statement relating to the Company?s initial public offering (the ?Original Effective Date?); most recently amended on May 1, 2022) Codex DNA, Inc. (the ?Company?) believes that the granting of equity and cash compensation to its membe |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 10, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction SGI-DNA Limited United Kingdom EtonBio, Inc. California |
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| August 9, 2022 |
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 09, 2022 CODEX DNA, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40497 45-1216839 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| August 9, 2022 |
Exhibit 99.1 Codex DNA Reports Second Quarter 2022 Financial Results SAN DIEGO ? August 9, 2022 ? Codex DNA, Inc. (Nasdaq: DNAY), a pioneer in automated benchtop synthetic biology systems, today reported financial results for the second quarter ended June 30,2022. Recent Highlights Continued execution across all areas of the growth strategy: ? Increased total revenue by 98% over prior year period |
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| July 26, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Codex DNA, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
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| July 26, 2022 |
As filed with the Securities and Exchange Commission on July 26, 2022 As filed with the Securities and Exchange Commission on July 26, 2022 Registration No. |
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| July 26, 2022 |
Exhibit 4.3 CODEX DNA, INC. [], AS TRUSTEE TO INDENTURE DATED AS OF [?] DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions 1 Section 1.2 Compliance Certificates and Opinions 6 Section 1.3 Form of Documents Delivered to Trustee 7 Section 1.4 Acts of Holders; Record Dates 7 Section 1.5 Notices, etc., to Trustee and Compa |
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| July 22, 2022 |
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 20, 2022 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File No.) |
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| June 24, 2022 |
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): June 22, 2022 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 24, 2022 |
EX-10.1 2 separationagreement.htm EX-10.1 Page 1 of 9 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Jennifer McNealey (“Executive”) and Codex DNA, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Executive is employed by the Company; WHEREAS, Executive signed a |
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| June 22, 2022 |
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): June 15, 2022 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File Numb |
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| June 14, 2022 |
Submission of Matters to a Vote of Security Holders 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): June 9, 2022 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 10, 2022 |
Codex DNA Reports First Quarter 2022 Financial Results Exhibit 99.1 Codex DNA Reports First Quarter 2022 Financial Results SAN DIEGO ? May 10, 2022 ? Codex DNA, Inc. (Nasdaq: DNAY), a pioneer in automated benchtop synthetic biology systems, today reported financial results for the first quarter ended March 31, 2022. ?In the first quarter of 2022, we delivered robust revenue growth across our product portfolio,? said Todd R. Nelson, PhD, CEO of Codex D |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 10, 2022 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| March 23, 2022 |
Exhibit 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Codex DNA, Inc. (the Company) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act): our common stock, par value $0.0001 per share. As used in this summary, the terms ?the Company,? ?we,? ?our? and ?u |
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| March 23, 2022 |
As filed with the Securities and Exchange Commission on March 23, 2022 As filed with the Securities and Exchange Commission on March 23, 2022 Registration No. |
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| March 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-404 |
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| March 23, 2022 |
Calculation of Filing Fee Tables EX-FILING FEES 2 s-8xexhibit107.htm EX-FILING FEES Exhibit 107.1 CALCULATION OF REGISTRATION FEE TABLES Form S-8 (Form Type) Codex DNA, Inc. (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Securities Class Type Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Pri |
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| March 23, 2022 |
Exhibit 10.21 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between PFIZER INC. and CODEX DNA, INC. DECEMBER 20, 2021 Exhibit 10.21 i TABLE OF CONTENTS1 1. DEFINITIONS AND INTERPRETATION. ................... |
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| March 22, 2022 |
Codex DNA Reports Fourth Quarter and Full Year 2021 Financial Results and Provides 2022 Guidance Exhibit 99.1 Codex DNA Reports Fourth Quarter and Full Year 2021 Financial Results and Provides 2022 Guidance SAN DIEGO ? March 22, 2022 ? Codex DNA, Inc. (Nasdaq: DNAY), a pioneer in automated benchtop synthetic biology systems, today reported financial results for the fourth quarter and year ended December 31, 2021 and provided financial guidance for 2022. ?Codex DNA?s first year as a publicly t |
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| March 22, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 22, 2022 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 17, 2022 |
DNAY / Codex DNA, Inc. / Codex DNA, Inc. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Codex DNA, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 192003 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 15, 2022 |
DNAY / Codex DNA, Inc. / Codex DNA, Inc. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Codex DNA, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 192003 101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 1, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Codex DNA, Inc. is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of |
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| February 1, 2022 |
DNAY / Codex DNA, Inc. / DANAHER CORP /DE/ - SC 13G Passive Investment SC 13G 1 sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Codex DNA, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 192003101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| December 29, 2021 |
Entry into a Material Definitive Agreement 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): December 22, 2021 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File |
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| November 22, 2021 |
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): November 22, 2021 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File |
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| November 10, 2021 |
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?) is entered into this 8th day of November, 2021 by and between SILICON VALLEY BANK, a California corporation (?Bank?), and CODEX DNA, INC. |
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| November 10, 2021 |
BioMed Realty form dated 5/12/21 LEASE by and between BRE-BMR WATERIDGE POINTE LP, a Delaware limited partnership and CODEX DNA, INC. |
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| November 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 10, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 8, 2021 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File N |
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| November 10, 2021 |
q32021ex102separationand |
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| November 9, 2021 |
Codex DNA Acquires Eton Bioscience Exhibit 99.1 Codex DNA Acquires Eton Bioscience - Acquisition will allow Codex DNA to expand its commercial BioXp? system and biofoundry service offerings, reduce raw material costs, and accelerate overall growth strategy - SAN DIEGO ? November 9, 2021 ? Codex DNA, Inc. (Nasdaq: DNAY), a pioneer in automated benchtop synthetic biology systems, announced today that it has agreed to acquire Eton Bio |
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| November 9, 2021 |
Codex DNA Reports Third Quarter 2021 Financial Results Exhibit 99.2 Codex DNA Reports Third Quarter 2021 Financial Results SAN DIEGO ? November 9, 2021 ? Codex DNA, Inc. (Nasdaq: DNAY), a pioneer in automated benchtop synthetic biology systems, today reported financial results for the third quarter ended September 30, 2021. ?Our passion for innovation and vision to accelerate the creation of novel, synthetic biology-enabled solutions are what drives u |
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| November 9, 2021 |
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): November 9, 2021 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File N |
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| November 9, 2021 |
SHARE PURCHASE AGREEMENT BY AND AMONG CODEX DNA, INC. ETONBIO, INC. THE SHAREHOLDERS OF ETONBIO, INC. AND DONG YI CHEN, AS SHAREHOLDERS? AGENT NOVEMBER 9, 2021 TABLE OF CONTENTS Page 1. DEFINITIONS ................................................................................................................... 2 2. THE TRANSACTION.................................................................. |
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| September 16, 2021 |
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 16, 2021 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File |
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| August 11, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001 |
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| August 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 10, 2021 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File Nu |
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| August 10, 2021 |
Codex DNA Reports Second Quarter 2021 Financial Results Exhibit 99.1 Codex DNA Reports Second Quarter 2021 Financial Results SAN DIEGO ? August 10, 2021 ? Codex DNA, Inc. (Nasdaq: DNAY), a pioneer in automated benchtop synthetic biology systems, today reported financial results for the second quarter ended June 30, 2021. ?During the second quarter, Codex DNA took a big step forward in the evolution of our business. We successfully closed an IPO, streng |
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| July 20, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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 15, 2021 CODEX DNA, INC. (Exact name of registrant as specified in its charter) Delaware 001-40497 45-1216839 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 20, 2021 |
Letter of OUM & CO. LLP, dated July 20, 2021 July 20, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7561 Ladies and Gentlemen: We have read Codex DNA, Inc.?s statements included under Item 4.01 of its Form 8-K dated July 20, 2021, and are in agreement with the statements contained therein concerning our firm in response to Item 304(a) of Regulation S-K. Very truly yours, /s/ OUM & Co. LLP |
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| July 1, 2021 |
Exhibit C Final Northpond Lockup Lock-up Agreement May 19, 2021 Jefferies LLC Cowen and Company, LLC As Representatives of the Several Underwriters c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 RE: Codex DNA, Inc. |
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| July 1, 2021 |
Exhibit A Joint Filing Agreement In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| July 1, 2021 |
DNAY / Codex DNA, Inc. / Northpond Ventures, LP - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Codex DNA, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 192003101 (CUSIP Number) Paul Hodgdon c/o Northpond Ventures, LLC 7500 Old Georgetown Road, Suite 850 Bethesda, MD 20814 240-800-1200 (Name, Address |
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| June 21, 2021 |
2021 Stock Incentive Plan and forms of agreement thereunder. Exhibit 10.3 CODEX DNA, INC. 2021 STOCK INCENTIVE PLAN (Adopted on May 26, 2021; effective as of June 16, 2021; share numbers reflected on a post-split basis) 1. Purposes of the Plan; Award Types. (a) Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide additional incentive to Employees, Directors, and Consultants (col |
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| June 21, 2021 |
2019 Stock Plan, as amended, and forms of agreement thereunder. Exhibit 10.1 SGI-DNA, INC. 2019 STOCK PLAN ADOPTED ON MARCH 08, 2019 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a) General Rule 1 (b) Ten-Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN 2 (a) Basic Limitation 2 (b) Additional Shares 2 |
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| June 21, 2021 |
2021 Employee Stock Purchase Plan and forms of agreements thereunder. Exhibit 10.4 CODEX DNA, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN (Adopted on May 26, 2021; effective as of June 16, 2021; share numbers reflected on a post-split basis) 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two comp |
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| June 21, 2021 |
Filed pursuant to Rule 424(b)(4) Registration No. 333-256644 PROSPECTUS 6,666,665 Shares Common Stock We are offering 6,666,665 shares of our common stock. This is our initial public offering, and no public market currently exists for our common stock. The initial public offering price is $16.00 per share. Our common stock has been approved for listing on the Nasdaq Global Select Market under the |
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| June 21, 2021 |
As filed with the Securities and Exchange Commission on June 21, 2021 As filed with the Securities and Exchange Commission on June 21, 2021 Registration No. |
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| June 21, 2021 |
Specimen Common Stock certificate. Exhibit 4.1 slide1 DEL AWA R E SEAL March 24, 2011 C O RPORATE Co dex DNA, Inc. A U TH O R IZE D S IG N ATU R E TR A N S FE R A G E N T A N D R E G IS TR A R (B rooklyn, N Y ) A M E R IC A N S TO C K TR A N S FE R & TR U S T C O M PA N Y, LLC B Y C O U N TE R S IG N E D A N D R E G IS TE R E D : CHIEF FINANCIAL OFFICERPRESIDENT AND CHIEF EXECUTIVE OFFICER transferable on the books of the corporati |
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| June 21, 2021 |
2021 Equity Incentive Plan, as amended, and forms of agreement thereunder. Exhibit 10.2 CODEX DNA, INC. 2021 EQUITY INCENTIVE PLAN (Adopted on May 26, 2021 and last amended on April 26, 2021; share numbers reflected on a post-split basis) 1. Purposes of the Plan. The purposes of this Plan are: ?to attract and retain the best available personnel for positions of substantial responsibility, ?to provide additional incentive to Employees, Directors and Consultants, and ?to p |
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| June 16, 2021 |
June 16, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549-3720 Attention: Julie Sherman Al Pavot Tom Kluck Celeste Murphy Re: Codex DNA, Inc. Registration Statement on Form S-1 (File No. 333-256644) Acceleration Request Requested Date: June 17, 2021 Requested Time: 4:00 PM ET Ladies and Gentlemen: |
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| June 16, 2021 |
[Remainder of Page Intentionally Left Blank; Signature Page Follows] June 16, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Julie Sherman Al Pavot Tom Kluck Celeste Murphy Re: Codex DNA, Inc. Registration Statement on Form S-1 File No. 333-256644 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 193 |
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| June 14, 2021 |
650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com June 14, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Julie Sherman Al Pavot Tom Kluck Celeste Murphy Re: Codex DNA, Inc. Registration Statement on Form S-1 Filed May 28, 2021 File No |
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| June 14, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 [l] Shares of Common Stock Codex DNA, Inc. UNDERWRITING AGREEMENT [l], 2021 JEFFERIES LLC COWEN AND COMPANY, LLC As Representatives of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 c/o COWEN AND COMPANY, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Codex DNA, Inc., a Delaware corporation (the ?Company?), |
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| June 14, 2021 |
8-A12B 1 codexdnainc-form8xa.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CODEX DNA, INC. (Exact name of Registrant as specified in its charter) Delaware 45-1216839 (State of incorporation or organization) (I.R.S. Employer Identifi |
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| June 14, 2021 |
Exhibit 10.17 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. CONFIDENTIAL SETTLEMENT AGREEMENT This Confidential Settlement Agreement ("Settlement Agreement") is entered into and effective as of the 20th day of September, 2017 (the "Effective Date"), by and be |
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| June 14, 2021 |
As filed with the Securities and Exchange Commission on June 14, 2021. As filed with the Securities and Exchange Commission on June 14, 2021. Registration No. 333-256644 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S?1 REGISTRATION STATEMENT Under The Securities Act of 1933 CODEX DNA, INC. (Exact name of Registrant as specified in its charter) Delaware 3826 45-1216839 (State or other jurisdiction of incorporation or |
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| June 14, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SGI-DNA, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) SGI-DNA, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1.That the name of this corpor |
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| June 14, 2021 |
2021 Stock Incentive Plan to be in effect upon the completion of this offering. Exhibit 10.4 CODEX DNA, INC. 2021 STOCK INCENTIVE PLAN (Adopted on May 26, 2021; effective as of one business day immediately prior to the Registration Date) 1. Purposes of the Plan; Award Types. (a) Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide additional incentive to Employees, Directors, and Consultants (coll |
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| June 14, 2021 |
Form of Common Stock Certificate Exhibit 4.2 NUMBER: C- SHARES: SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 192003 101 CODEX DNA, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF CODEX DNA, INC. (THE "COMPANY") transferable on the books of the Company in person or by duly authorized atto |
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| June 8, 2021 |
Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 o: 650. |
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| May 28, 2021 |
Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CODEX DNA, INC. a Delaware corporation Codex DNA, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), does hereby certify as follows: A.The Company was originally incorporated under the name of Synthetic Genomics Solutions, Inc., and the original Certificate of Incorporation of the Comp |
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| May 28, 2021 |
Confirmatory Employment Letter between the Registrant and Daniel Gibson dated May 19, 2021. Exhibit 10.8 May 19, 2021 CONFIDENTIAL Daniel Gibson Re: Confirmatory Employment Letter Dear Daniel: This letter agreement (the ?Agreement?) is entered into between Daniel Gibson (?you?) and Codex DNA, Inc. (the ?Company?) effective as of May 19, 2021 (the ?Effective Date?), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes |
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| May 28, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction SGI-DNA Limited United Kingdom |
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| May 28, 2021 |
Exhibit 10.1 CODEX DNA, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this ?Agreement?) is dated as of [insert date], and is between Codex DNA, Inc., a Delaware corporation (the ?Company?), and [insert name of indemnitee] (?Indemnitee?). RECITALS A. Indemnitee?s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as directors or officer |
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| May 28, 2021 |
Confirmatory Employment Letter between the Registrant and Brent Hunter dated May 19, 2021. Exhibit 10.10 May 19, 2021 CONFIDENTIAL Brent Hunter Re: Confirmatory Employment Letter Dear Brent: This letter agreement (the ?Agreement?) is entered into between Brent Hunter (?you?) and Codex DNA, Inc. (the ?Company?) effective as of May 19, 2021 (the ?Effective Date?), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes an |
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| May 28, 2021 |
Form of Change in Control Severance Agreement. Exhibit 10.12 CODEX DNA, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT This Change in Control Severance Agreement (the ?Agreement?) is made between Codex DNA, Inc. (the ?Company?) and [] (the ?Executive?), effective as of , 2021 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connection with the involunta |
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| May 28, 2021 |
Outside Director Compensation Policy. Exhibit 10.13 CODEX DNA, INC. OUTSIDE DIRECTOR COMPENSATION POLICY Adopted and approved May 20, 2021 Codex DNA, Inc. (the ?Company?) believes that the granting of equity and cash compensation to its members of the Board of Directors (the ?Board,? and members of the Board, the ?Directors?) represents an effective tool to attract, retain, and reward Directors who are not employees of the Company (th |
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| May 28, 2021 |
Office Lease, dated April 4, 2019, between the Registrant and BMR-Waples LP, as amended. Exhibit 10.14 LEASE by and between BMR-WAPLES LP, a Delaware limited partnership and SGI-DNA, INC., a Delaware corporation Table of Contents Page 1. Lease of Premises 1 2. Basic Lease Provisions 1 3. Term 3 4. Possession and Commencement Date. 3 5. Condition of Premises 5 6. Rentable Area. 6 7. Rent. 6 8. Rent Adjustments: Free Rent Period. 7 9. Operating Expenses. 8 10. Taxes on Tenant?s Property |
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| May 28, 2021 |
Confirmatory Employment Letter between the Registrant and Timothy Cloutier dated May 19, 2021 Exhibit 10.9 May 19, 2021 CONFIDENTIAL Timothy Cloutier Re: Confirmatory Employment Letter Dear Timothy: This letter agreement (the ?Agreement?) is entered into between Timothy Cloutier (?you?) and Codex DNA, Inc. (the ?Company?) effective as of May 19, 2021 (the ?Effective Date?), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supe |
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| May 28, 2021 |
Exhibit 10.17 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. CONFIDENTIAL SETTLEMENT AGREEMENT This Confidential Settlement Agreement ("Settlement Agreement") is entered into and effective as of the 20th day of September, 2017 (the "Effective Date"), by and be |
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| May 28, 2021 |
2021 Employee Stock Purchase Plan and forms of agreements thereunder. Exhibit 10.5 CODEX DNA, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a component that is intended to qualify as an ?employee stock purchase plan? under Section 423 o |
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| May 28, 2021 |
Exhibit 10.15 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. SUPPLY AGREEMENT This SUPPLY AGREEMENT (this ?Agreement?) is entered into as of October 26, 2015 (the ?Effective Date?) by and between SGI-DNA, Inc. a Delaware corporation having a principal address |
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| May 28, 2021 |
Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF CODEX DNA, INC. (as amended on May 20, 2021; effective as of the closing of the company?s initial public offering) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES 2 2.5 |
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| May 28, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SGI-DNA, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) SGI-DNA, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1.That the name of this corpor |
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| May 28, 2021 |
2021 Stock Incentive Plan and forms of agreement thereunder. Exhibit 10.4 CODEX DNA, INC. 2021 STOCK INCENTIVE PLAN (Adopted on May 26, 2021; effective as of one business day immediately prior to the Registration Date) 1. Purposes of the Plan; Award Types. (a) Purposes of the Plan. The purposes of this Plan are to attract and retain personnel for positions with the Company Group, to provide additional incentive to Employees, Directors, and Consultants (coll |
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| May 28, 2021 |
Loan and Security Agreement, dated March 4, 2021, between the Registrant and Silicon Valley Bank. Exhibit 10.16 Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the type that the registrant treats as private and confidential. LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) dated as of March 4, 2021 (the ?Effective Date?), by and between SILICON VALLEY BANK, a California corporation (?Bank?) |
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| May 28, 2021 |
Exhibit 4.1 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of the 19th day of December, 2019, by and among SGI-DNA, Inc., a Delaware corporation (the ?Company?), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor?, and any Additional Purchaser (as de |
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| May 28, 2021 |
Warrant to Purchase Stock issued to Silicon Valley Bank, dated as of March 4, 2021. Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, S |
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| May 28, 2021 |
Executive Incentive Compensation Plan. Exhibit 10.11 CODEX DNA, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN 1. Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company?s objectives. 2. Definitions. 2.1 ?Actual Award? means as to any Performance Period, the actual award (if any) payable to a Par |
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| May 28, 2021 |
As filed with the Securities and Exchange Commission on May 28, 2021. As filed with the Securities and Exchange Commission on May 28, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S?1 REGISTRATION STATEMENT Under The Securities Act of 1933 CODEX DNA, INC. (Exact name of Registrant as specified in its charter) Delaware 3826 45-1216839 (State or other jurisdiction of incorporation or organization) (Primary Sta |
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| May 28, 2021 |
Amended and Restated Bylaws of the Registrant, as currently in effect. Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF SGI-DNA, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1.1 Registered Office 1 1.2 Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Location 1 2.2 Timing 1 2.3 Notice of Meeting 1 2.4 Stockholders? Records 1 2.5 Special Meetings 2 2.6 Notice of Meeting 2 2.7 Business Transacted at Special Meeting 2 2.8 Quorum; Meeting Adjournme |
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| May 28, 2021 |
Confirmatory Employment Letter between the Registrant and Jennifer McNealey dated May 19, 2021. Exhibit 10.7 May 19, 2021 CONFIDENTIAL Jennifer McNealey Re: Confirmatory Employment Letter Dear Jennifer: This letter agreement (the ?Agreement?) is entered into between Jennifer McNealey (?you?) and Codex DNA, Inc. (the ?Company?) effective as of May 19, 2021 (the ?Effective Date?), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement s |
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| May 28, 2021 |
Confirmatory Employment Letter between the Registrant and Todd Nelson dated May 19, 2021. Exhibit 10.6 May 19, 2021 CONFIDENTIAL Todd R. Nelson Re: Confirmatory Employment Letter Dear Todd: This letter agreement (the ?Agreement?) is entered into between Todd R. Nelson (?you?) and Codex DNA, Inc. (the ?Company?) effective as of May 19, 2021 (the ?Effective Date?), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes |
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| May 28, 2021 |
2021 Equity Incentive Plan, as amended, and forms of agreement thereunder. Exhibit 10.3 CODEX DNA, INC. 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ?to attract and retain the best available personnel for positions of substantial responsibility, ?to provide additional incentive to Employees, Directors and Consultants, and ?to promote the success of the Company?s business. The Plan permits the grant of Incentive Stock Options, Nonstat |
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| May 28, 2021 |
2019 Stock Plan, as amended, and forms of agreement thereunder. Exhibit 10.2 SGI-DNA, INC. 2019 STOCK PLAN ADOPTED ON MARCH 08, 2019 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a) General Rule 1 (b) Ten-Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN 2 (a) Basic Limitation 2 (b) Additional Shares 2 |
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| May 28, 2021 |
650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com May 28, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Julie Sherman Al Pavot Tom Kluck Celeste Murphy Re: Codex DNA, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Co |
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| April 23, 2021 |
Amendment No. 1 to Draft Registration Statement, as confidentially submitted to the Securities and Exchange Commission on April 23, 2021. This draft Registration Statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM |
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| April 23, 2021 |
650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com DRSLTR 1 filename1.htm 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com April 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Julie Sherman Al Pavot Tom Kluck Celeste Murphy Re: Codex DNA, Inc. Draft Registration Statement on Form |
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| March 16, 2021 |
AMENDED AND RESTATED BYLAWS OF SGI-DNA, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS EX-3.3 3 filename3.htm Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF SGI-DNA, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page ARTICLE I OFFICES 1.1 Registered Office 1 1.2 Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1 Location 1 2.2 Timing 1 2.3 Notice of Meeting 1 2.4 Stockholders’ Records 1 2.5 Special Meetings 2 2.6 Notice of Meeting 2 2.7 Business Transacted at Special Meeting 2 2.8 Qu |
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| March 16, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SGI-DNA, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) SGI-DNA, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1.That |
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| March 16, 2021 |
SGI-DNA, INC. 2019 STOCK PLAN ADOPTED ON MARCH 08, 2019 TABLE OF CONTENTS EX-10.2 5 filename5.htm Exhibit 10.2 SGI-DNA, INC. 2019 STOCK PLAN ADOPTED ON MARCH 08, 2019 TABLE OF CONTENTS Page SECTION 1. ESTABLISHMENT AND PURPOSE 1 SECTION 2. ADMINISTRATION 1 (a) Committees of the Board of Directors 1 (b) Authority of the Board of Directors 1 SECTION 3. ELIGIBILITY 1 (a) General Rule 1 (b) Ten-Percent Stockholders 1 SECTION 4. STOCK SUBJECT TO PLAN 2 (a) Basic Limitation 2 |
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| March 16, 2021 |
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit 4.1 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of the 19th day of December, 2019, by and among SGI-DNA, Inc., a Delaware corporation (the ?Company?), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor?, and any Additional Purchaser (as de |
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| March 16, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction SGI-DNA Limited United Kingdom |
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| March 16, 2021 |
As confidentially submitted to the Securities and Exchange Commission on March 16, 2021. |
