Item 2.02. Results of Operations and Financial Condition
On November 15, 2021, Talis Biomedical Corporation (the "Company") issued a
press release announcing its financial results for the fiscal quarter ended
September 30, 2021. A copy of the press release is attached hereto as Exhibit
99.1.
The information contained under this Item 2.02, including Exhibit 99.1 attached
hereto are being furnished and shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of that section, nor shall they be
deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended, or under the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Appointment of Chief Executive Officer
On November 15, 2021, the Company announced that the Board of Directors of the
Company (the "Board") had approved the appointment of Brian J. Blaser as (i)
President and Chief Executive Officer of the Company and (ii) a member of the
Board to serve as a Class II director with an initial term expiring at the
Company's 2023 Annual Meeting of Stockholders, in each case, effective upon Mr.
Blaser's commencement of full-time employment with the Company as Chief
Executive Officer (the "CEO Start Date"), which is expected to be on or about
December 1, 2021.
Mr. Blaser currently serves as an executive advisor to Water Street Healthcare
Partners, a strategic investment firm focused exclusively on health care, a
position he has held since March 2021. Mr. Blaser retired from Abbott
Laboratories, a medical devices and health care company, in 2019, having served
as executive vice president of diagnostic products since June 2012. Prior to
that, Mr. Blaser held a number of senior and corporate roles in operations and
strategy at Abbott Laboratories beginning in 2004. He has over 25 years of
experience in the in-vitro diagnostics industry, leading global organizations of
significant scale and complexity, and has a proven ability to define business
strategy and implement difficult change programs that drive growth,
profitability, and customer satisfaction. Mr. Blaser currently serves on the
board of directors of Rockley Photonics Holdings Limited, a publicly held
technology company. Mr. Blaser received a Bachelor's Degree in Mechanical
Engineering Technology from the University of Dayton and a Master's Degree in
Business Administration from Rochester Institute of Technology Saunders College
of Business. The Board believes that Mr. Blaser's background in the diagnostics
and biotechnology industry and finance, operations, and extensive management
experience qualify him to serve on the Board.
In connection with Mr. Blaser's appointment as Chief Executive Officer, the
Company entered into an offer letter with Mr. Blaser that governs the terms of
his employment with the Company. Among other things, the offer letter provides
for an annual base salary of $650,000 and, beginning in calendar year 2022, an
annual target bonus equal to 100% of his annual base salary. Contingent upon and
effective as of the CEO Start Date, Mr. Blaser will be granted (i) pursuant to
the Company's 2021 Equity Incentive Plan, an incentive stock option to purchase
up to a number of shares of the Company's Common Stock ("Common Stock") equal to
$500,000 divided by the closing sales price of the Common Stock on the CEO Start
Date (the "Incentive Option"), and (ii) pursuant to the Inducement Plan (as
defined below) (A) a nonqualified stock option to purchase up to a number of
shares of Common Stock equal to 750,000 minus the number of shares granted
pursuant to the Incentive Option (together with the Incentive Option, the
"Options"), and (B) a restricted stock unit award covering 625,000 shares of
Common Stock (the "RSU Award"). Each Option will vest over a five-year period,
with 20% of the shares subject to such Option vesting on the one-year
anniversary of the CEO Start Date and the balance of the shares subject to such
Option vesting in equal installments over the following 48 months. The RSU Award
will vest over a five-year period, with 20% of the shares subject to the RSU
Award vesting on the one-year anniversary of the CEO Start Date and the balance
of the shares subject to the RSU Award vesting in a series of four equal
successive annual installments on the second, third, fourth and fifth
anniversaries of the CEO Start Date.
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Mr. Blaser will be eligible to participate in the Company's Severance and Change
in Control Plan (a copy of which is filed as Exhibit 10.6 to the Company's
Registration Statement on Form S-1 (File No. 333-252360), filed with the
Securities and Exchange Commission on February 8, 2021). Mr. Blaser will also
enter into the Company's standard form of indemnity agreement (a copy of which
is filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1
(File No. 333-252360), filed with the Securities and Exchange Commission on
January 22, 2021). There are no transactions between the Company and Mr. Blaser
that require disclosure under Item 404(a) of Regulation S-K. Further, there is
no arrangement or understanding between Mr. Blaser and any other persons
pursuant to which Mr. Blaser was selected as an officer and director of the
Company.
The foregoing description of Mr. Blaser's offer letter is not complete and is
qualified in its entirety by reference to the text of the offer letter, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K. The Company elected to
delay the filing of the disclosure of the appointment of Mr. Blaser as Chief
Executive Officer until the public announcement of his appointment in accordance
with the instruction to paragraph (c) of Item 5.02 of Form 8-K.
Resignation of Interim Chief Executive Officer
On November 10, 2021, Kimberly J. Popovits tendered her resignation as the
Interim Chief Executive Officer of the Company, contingent upon and effective as
of the CEO Start Date. Additionally, the Board has appointed Ms. Popovits,
contingent upon and effective as of the CEO Start Date, as a (i) member of the
Board to serve as a Class II director with an initial term expiring at the
Company's 2023 Annual Meeting of Stockholders, (ii) member of the Compensation
Committee of the Board, and (iii) a member of the Nominating and Corporate
Governance Committee of the Board. The Board has determined that Ms. Popovits is
independent under applicable Securities and Exchange Commission requirements and
Nasdaq listing standards. Ms. Popovits will continue to vest in outstanding
equity awards granted in connection with her prior service as a member of the
Board and will be eligible to participate in the Company's Non-Employee Director
Compensation Policy pursuant to which she will receive cash compensation for her
service on the Board, and as a member of the Compensation Committee and
Nominating and Corporate Governance Committee. There are no transactions between
the Company and Ms. Popovits that would require disclosure under Item 404(a) of
Regulation S-K. Further, there is no arrangement or understanding between Ms.
Popovits and any other persons pursuant to which Ms. Popovits was selected as a
director of the Company.
Ms. Popovits is the former Chair of the Board of Directors, President and Chief
Executive Officer of Genomic Health. Under her leadership Genomic Health became
the world's leading provider of genomic-based diagnostic tests that optimized
the treatment of cancer, resulting in an acquisition by Exact Sciences
Corporation in November 2019. Prior to joining Genomic Health in 2002, Ms.
Popovits held several senior management roles at Genentech where she led the
commercialization of 14 new therapeutics over 15 years. Ms. Popovits serves on
the Board of Directors of 10x Genomics, Inc. and Kiniksa Pharmaceuticals,
Ltd. The full biography and other information with respect to Ms. Popovits
required by Item 5.02 of Form 8-K are included in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on March 30, 2021
under "Item 10. Directors, Executive Officers and Corporate Governance" and such
biography and information are incorporated herein by reference.
On November 15, 2021, the Company issued a press release announcing Mr. Blaser's
appointment and Ms. Popovits' return to the Board. A copy of the press release
is attached hereto as Exhibit 99.2.
Adoption of Talis Biomedical Corporation 2021 Inducement Plan
On November 11, 2021, the Board adopted the Talis Biomedical Corporation 2021
Inducement Plan (the "Inducement Plan"). The Inducement Plan was adopted without
stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4) and will be
administered by the Board. The Board reserved 3,000,000 shares of Common Stock
for issuance under the Inducement Plan. The only persons eligible to receive
grants of Inducement Awards (as defined below) under the Inducement Plan are
individuals who satisfy the standards for inducement grants under Nasdaq Listing
Rule 5635(c)(4) or 5635(c)(3), as applicable. Individuals who previously served
as an employee or director of the Company will not be eligible to receive
Inducement Awards under the Inducement Plan, other than following a bona fide
period of non-employment. Inducement Awards may only be granted by: (i) the
Compensation Committee of the Board, provided such committee is comprised solely
of "independent directors" (as defined by Nasdaq Market Place Rule 5605(a)(2))
or (ii) a majority of the Company's "independent directors". An
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"Inducement Award" means any right to receive Common Stock, cash or other
property granted under the Inducement Plan (including nonstatutory stock
options, restricted stock awards, restricted stock unit awards, stock
appreciation rights, or other stock-based awards). The Board also adopted a (i)
form of stock option grant notice, option agreement, and notice of exercise (the
"Inducement Option Grant Package") and (ii) form of restricted stock unit award
grant notice and award agreement (the "Inducement RSU Grant Package") for use
under the Inducement Plan.
The foregoing description of the Inducement Plan, Inducement Option Grant
Package and Inducement RSU Grant Package is not complete and is qualified in its
entirety by reference to the text of the Inducement Plan, Inducement Option
Grant Package and Inducement RSU Grant Package, which are filed as Exhibits
10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
10.1 Offer Letter, dated November 1, 2021, by and between the Company and
Brian Blaser.
10.2 Talis Biomedical Corporation 2021 Inducement Plan.
10.3 Form of Stock Option Grant Notice, Option Agreement and Notice of
Exercise under the Talis Biomedical Corporation 2021 Inducement Plan.
10.4 Form of Restricted Stock Unit Award Grant Notice and Award Agreement
(Restricted Stock Unit Award) under the Talis Biomedical Corporation
2021 Inducement Plan.
99.1 Press release dated November 15, 2021.
99.2 Press release dated November 15, 2021.
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document).
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