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

Talis Biomedical Corporation

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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 July 31, 2024, the board of directors (the “Board”) of Talis Biomedical Corporation (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, began taking a series of steps to restructure the composition of the Board by:

Ms. Ferrari and Mr. Young each has deep experience in bankruptcy and liquidation advisory matters. The Board has determined that each of Ms. Ferrari and Mr. Young is an independent director in accordance with the applicable listing standards of The Nasdaq Stock Market Listing Rules and a disinterested director under Delaware law with respect to the Company’s ongoing securities class action litigation and matters relating to strategic alternatives being considered by the Board, including bankruptcy and a voluntary liquidation of the Company.

Ms. Ferrari has served as an independent director of Cano Health, Inc., a publicly traded company on the New York Stock Exchange, from December 2023 to June 2024 when the company emerged from bankruptcy. Previously, Ms. Ferrari served as the head of restructuring and remediation at MBIA Inc., a publicly traded company on the New York Stock Exchange, where she reported directly to the CEO and board of directors on all aspects of distressed credits, bankruptcy and restructuring. Ms. Ferrari began her career as a lawyer with Shearman & Sterling in New York, from which she moved to Alston & Bird in Atlanta, where she became a partner and led the Banking and Finance Team. In 1993 she became one of the founding partners of the New York office of King & Spalding. Over two decades of legal practice, Patricia developed expertise and a loyal client following in banking, structured finance and restructurings. Ms. Ferrari has a J.D. from Vanderbilt University School of Law and an undergraduate degree from Southern Illinois University.

Mr. Young is the Managing Partner of Neinda Advisors LLC, a firm that provides governance services for domestic and international public and private business entities. Prior to founding Neinda Advisors LLC, Mr. Young was a senior-level restructuring executive with 25 years of advisory and interim management experience. Mr. Young began his career in 1997 at KPMG Peat Marwick LLP and maintains an active CPA license. Mr. Young received both a Master of Business Administration and a Bachelor of Administration from Baylor University.

Ms. Ferrari and Mr. Young has each entered into a director services agreement with the Company pursuant to which they each will be paid a cash retainer of $35,000 per month as compensation for serving as directors of the Company and are guaranteed such monthly cash retainer for a minimum period of the earlier to occur of (a) six months or (b) the date that a plan of liquidation for the Company is approved by the U.S. Bankruptcy Court. The Company also has entered into its standard indemnification agreements with each of Ms. Ferrari and Mr. Young providing for indemnification to the fullest extent permitted by law in accordance with the Company’s amended and restated certificate of incorporation and amended and restated bylaws. Mr. Young also will be paid an annual cash retainer of $10,000 for his service as Chair of the Audit Committee pursuant to the Company’s non-employee director compensation policy. Except as otherwise set forth above or in the Director Services Agreements attached hereto as Exhibits 10.1 and 10.2, Mr. Young and Ms. Ferrari will not receive any other compensation pursuant to the Company’s non-employee director compensation policy.

The foregoing summaries of the director service agreements and indemnification agreements do not purport to be complete and are qualified in their entirety by the full text of the agreements, which are filed as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and incorporated herein by reference. There are no other arrangements or understandings between Ms. Ferrari, Mr. Young and any other person pursuant to which they were appointed as directors of the Company, and neither Ms. Ferrari nor Mr. Young has any interests in any transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Dr. Dreismann’s resignation was not the result of any disagreement with the Company or the Board. The Company thanks Dr. Dreismann for his service as a director of the Company and wishes him well in his future endeavors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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