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 1.01. Entry into a Material Definitive Agreement.

On September 16, 2024, the Company entered into an agreement (the “Lease Termination Agreement”) with Fulton Ogden Venture, LLC (the “Landlord”) to terminate the Company’s lease for its Chicago office located at 1375 West Fulton Market, Suite 700, Chicago, Illinois, 60707 (the “Original Lease Agreement”). In order to terminate the Original Lease Agreement, the Company paid the Landlord a total fee of $3,621,703.94, which included a termination fee equal to $3,404,526.80 and a prepayment of the rent and operating costs for the month of October 2024 of $217,177.14. As modified by the terms of the Lease Termination Agreement, the lease will expire on October 31, 2024.

As previously disclosed in the periodic reports that the Company files with the SEC, the Company is required to hold a letter of credit (“LOC”) in the amount of $766,528.00 to secure the Original Lease Agreement through its expiration. Upon expiration of the Original Lease Agreement on October 31, 2024, and if the Company is not then in default under the Original Lease Agreement, the Landlord shall return the letter of credit and any unused cash proceeds from a draw on the letter of credit to the Company within 10 business days after fulfillment by the Company of all its obligations under the Lease Termination Agreement.

The foregoing description of the Original Lease Agreement and the Lease Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Lease Agreement and the Lease Termination Agreement and the exhibits thereto, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

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.