Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2022, the Compensation Committee (the "Committee") of the Board of Directors of Talis Biomedical Corporation (the "Company") granted stock options (the "Options") to its employees, including to Robert J. Kelley, Chief Executive Officer and J. Roger Moody, Jr., Chief Financial Officer, to purchase shares of the Company's common stock, as set forth below. The grants were made pursuant to the Talis Biomedical Corporation 2021 Equity Incentive Plan (the "2021 Plan") and the Forms of Stock Option Grant Notice and Option Agreement.

Name and Position       Number of Stock Options
Robert J. Kelley                723,560
Chief Executive Officer
J. Roger Moody, Jr.             500,000
Chief Financial Officer

Each of the Options is exercisable at $1.03 per share, which was the closing price of the Company's common stock on June 1, 2022, and has a 10-year term, subject to earlier termination upon the occurrence of certain events related to termination of employment. The Options shall vest on the following schedule:

•

One-third of the shares (the "time-based shares") shall vest on the following schedule:



o

One-fourth (1/4) of the time-based shares vest one year after June 1, 2022, the Vesting Commencement Date ("VCD"); the balance of the time-based shares vest in a series of thirty-six (36) successive monthly installments measured from the first anniversary of the VCD, subject to optionholder's continuous service as of each such date.

•

One-third of the shares shall vest on the seventh (7th) anniversary of the VCD, subject to optionholder's continuous service as of such date, provided that such vesting shall be subject to partial or full acceleration based upon certain pre-determined commercial and regulatory milestones.

•

One-third of the shares shall vest on the seventh (7th) anniversary of the VCD, subject to optionholder's continuous service as of such date, provided that such vesting shall be subject to partial or full acceleration based on pre-determined closing prices of the Company's common stock sustained for a certain number of consecutive trading days.

The summary of the terms and conditions of the Options set forth above does not purport to be complete and is qualified in its entirety by reference to the provisions of the 2021 Plan previously filed with the Securities and Exchange Commission and the Forms of Stock Option Grant Notice and Option Agreement attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits


Exhibit                                 Description
Number

10.1        Talis Biomedical Corporation 2021 Equity Incentive Plan and Forms of
          Stock Option Grant Notice, Option Agreement and Notice of Exercise
          thereunder (incorporated by reference to Exhibit 99.2 to the
          Registrant's Registration Statement on Form S-8 (File No. 333-253218),
          filed with the SEC on February 17, 2021).
104       Cover Page Interactive Data File (Embedded within the Inline XBRL
          document).

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