8-K 1 tlis-8k_20210316.htm 8-K tlis-8k_20210316.htm



Washington, D.C. 20549



Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2021

Talis Biomedical Corporation

(Exact name of registrant as specified in its charter)












(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)


230 Constitution Drive

Menlo Park, California 94025

(Address of principal executive offices, including zip code)

(650) 433-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:






Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, $0.0001 par value per share




The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 16, 2021 (the “Effective Date”), the Board of Directors (the “Board”) of Talis Biomedical Corporation (the “Company”) increased the authorized size of the Board from eight (8) to nine (9) members, creating a vacancy on the Board.

On the Effective Date, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Jeryl L. Hilleman to fill the vacant Board seat and to serve as Class III director of the Board with an initial term expiring at the Company’s 2024 Annual Meeting of Stockholders.  Ms. Hilleman was also appointed as chairperson of the Audit Committee of the Board.

There are no arrangements or understandings between Ms. Hilleman and any other persons pursuant to which she was selected as a director of the Company. The Board has determined that Ms. Hilleman is independent under applicable U.S. Securities and Exchange Commission requirements and Nasdaq listing standards. There is no transaction involving Ms. Hilleman that requires disclosure under Item 404(a) of Regulation S-K. As of the Effective Date, Ms. Hilleman will participate in the Company’s Non-Employee Director Compensation Policy pursuant to which she will receive cash compensation and an option grant for her service on the Board and the Audit Committee of the Board. The Company will also enter into its standard form of indemnification agreement with Ms. Hilleman.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.









Date: March 18, 2021















/s/ Brian Coe







Brian Coe







Chief Executive Officer