Telesis Bio Inc., a laboratory analytical instruments company, has entered into a financial agreement and made significant board changes, as per its recent 8-K filing with the SEC. On Monday, Telesis Bio secured $5.85 million through promissory notes with investors Novalis Lifesciences II, L.P. and Northpond Ventures III, LP, who collectively hold more than 10% of the company's common stock. The notes, bearing a 12% annual interest rate, are due on January 16, 2026.
Concurrently, Telesis Bio settled its outstanding debt of $5,842,651.25 under previous credit agreements with MidCap Financial Trust and MidCap Funding IV, effectively terminating these obligations. This strategic financial maneuver comes with governance changes, as Telesis Bio agreed to expand its Board of Directors from eight to 13 members. Five new directors, nominated by the lenders, have been appointed to the board.
The company's engagement with the lenders extends beyond financing. A side letter agreement outlines that the lenders' nominees will continue to serve on the board subject to stockholder votes and that the lenders maintain at least a 10% ownership stake. Additionally, the majority of the Nominating and Corporate Governance Committee will consist of lender nominees or their replacements.
Furthermore, Telesis Bio reached a registration rights waiver agreement with Novalis and Northpond Ventures, under which certain rights and interest payments under a previous agreement dated June 2, 2023, will be deferred.
The company's recent corporate activity reflects a significant shift in its financial structure and governance, with further details expected in Telesis Bio's forthcoming quarterly report. This report is based on a press release statement.
In other recent news, Telesis Bio Inc. has announced a series of significant developments. The company has initiated a reverse stock split, reducing the number of outstanding common shares from around 30.1 million to an estimated 1.7 million. This move is designed to comply with Nasdaq's minimum bid price requirement, with the par value per share remaining at $0.0001, and the total authorized common stock steady at 100 million shares.
In leadership changes, the founder and former CEO, Todd R. Nelson, Ph.D., has stepped down, making way for Eric Esser, the previous President and Chief Operating Officer, to assume the role of President and CEO. Esser brings a wealth of experience from various leadership positions in the life sciences sector.
Telesis Bio has also announced a strategic shift towards DNA and mRNA synthesis technology, prioritizing its Gibson SOLA platform and BioXp system. This focus is supported by a new co-development and marketing agreement with a leading automation provider, suggesting potential for future partnerships.
The company has also entered a non-exclusive distribution agreement with Avantor (NYSE:AVTR) to expand its market reach. These recent developments reflect Telesis Bio's efforts to streamline operations, enhance customer discovery workflows, and increase shareholder value.
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