Filing Details

Accession Number:
0001193125-23-181852
Form Type:
13G Filing
Publication Date:
2023-07-04 20:00:00
Filed By:
Gattaca Mining Llc
Company:
Telesis Bio Inc.
Filing Date:
2023-07-05
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Todd R. Nelson 9,273,521 0 9,273,521 0 9,273,521 21.28%
GATTACA Mining 6,000,000 0 6,000,000 0 6,000,000 14.43%
M-185 Corporation 2,767,124 0 2,767,124 0 2,767,164 6.41%
Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Telesis Bio Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

192003 101

(CUSIP Number)

June 5, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 192003 101

 

  1.    

  Names of Reporting Persons.

 

  Todd R. Nelson

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

 

  (a)  ☐        (b)  ☐

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5.    

  Sole Voting Power

 

  9,273,521

   6.  

  Shared Voting Power

 

  0

   7.  

  Sole Dispositive Power

 

  9,273,521

   8.  

  Shared Dispositive Power

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  9,273,521 (1)

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  21.28%

12.  

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

Includes (i) 100,147 shares of Common Stock held by Todd R. Nelson, (ii) 6,000,000 shares of Common Stock held by GATTACA Mining LLC, for which Todd R. Nelson serves as managing member, (iii) 122,516 shares of Common Stock held by M-185 Corporation, of which Todd R. Nelson is the majority stockholder (M-185), (iv) options to purchase 406,250 shares of Common Stock held by Todd R. Nelson, which are exercisable within 60 days of June 5, 2023, (v) 1,057,843 shares of Common Stock that would be issued to M-185 upon M-185s conversion of all 25,000 shares of Redeemable Convertible Preferred Stock currently held by M-185 (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (vi) 528,922 shares of Common Stock that would be issued to M-185 upon M-185s full (cash) exercise of the Short-Term Warrant currently held by M-185, and (vii) 1,057,843 shares of Common Stock that would be issued to M-0185 upon M-185s full (cash) exercise of the Long-Term Warrant currently held by M-185.


CUSIP No. 192003 101

 

  1.    

  Names of Reporting Persons.

 

  GATTACA Mining LLC

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

 

  (a)  ☐        (b)  ☐

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5.    

  Sole Voting Power

 

  6,000,000

   6.  

  Shared Voting Power

 

  0

   7.  

  Sole Dispositive Power

 

  6,000,000

   8.  

  Shared Dispositive Power

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  6,000,000

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  14.43%

12.  

  Type of Reporting Person (See Instructions)

 

  PN


CUSIP No. 192003 101

 

  1.    

  Names of Reporting Persons.

 

  M-185 Corporation

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

 

  (a)  ☐        (b)  ☐

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

   5.    

  Sole Voting Power

 

  2,767,124

   6.  

  Shared Voting Power

 

  0

   7.  

  Sole Dispositive Power

 

  2,767,124

   8.  

  Shared Dispositive Power

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  2,767,164 (1)

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)

 

  6.41%

12.  

  Type of Reporting Person (See Instructions)

 

  CO

 

(1)

Includes (i) 122,516 shares of Common Stock held by M-185 Corporation, of which Todd R. Nelson is the majority stockholder (M-185), (ii) 1,057,843 shares of Common Stock that would be issued to M-185 upon M-185s conversion of all 25,000 shares of Redeemable Convertible Preferred Stock currently held by M-185 (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) 528,922 shares of Common Stock that would be issued to M-185 upon M-185s full (cash) exercise of the Short-Term Warrant currently held by M-185, and (iv) 1,057,843 shares of Common Stock that would be issued to M-0185 upon M-185s full (cash) exercise of the Long-Term Warrant currently held by M-185.


Item 1 (a)

Name of Issuer:

Telesis Bio Inc.

 

Item 1 (b)

Address of Issuers Principal Executive Offices:

10431 Wateridge Circle

Suite 150

San Diego, CA 92121-2993

 

Item 2 (a)

Name of Person Filing:

This Schedule 13G is filed by:

 

  (i)

Todd R. Nelson, the President and Chief Executive Officer of Telesis Bio Inc.;

 

  (ii)

GATTACA Mining LLC, for which Todd R. Nelson serves as managing member; and

 

  (iii)

M-185 Corporation, for which Todd R. Nelson is the majority stockholder.

 

Item 2 (b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of Todd R. Nelson is:

10431 Wateridge Circle

Suite 150

San Diego, CA 92121-2993

The address of the principal business office of GATTACA Mining LLC is:

P.O. Box 1083

Carefree, AZ 85377

The address of the principal business office of M-185 Corporation is:

P.O. Box 1083

Carefree, AZ 85377

 

Item 2 (c)

Citizenship:

Todd R. Nelson is a United States citizen.

GATTACA Mining LLC is a Delaware limited liability company.

M-185 Corporation is a Delaware corporation.

 

Item 2 (d)

Title of Class of Securities:

Common Stock, $0.0001 par value


Item 2 (e)

CUSIP Number:

192003 101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or 240.13d-2(b) or 240.13d-2(c).

Not applicable.

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned: See Item 9 of the cover page for each Reporting Person.

 

(b)

Todd R. Nelson may be deemed the beneficial owner of 21.28% of the Common Stock outstanding, based on (i) 100,147 shares of Common Stock held by Todd R. Nelson, (ii) 6,000,000 shares of Common Stock held by GATTACA Mining LLC, for which Todd R. Nelson serves as managing member, (iii) 122,516 shares of Common Stock held by M-185 Corporation, of which Todd R. Nelson is the majority stockholder (M-185), (iv) options to purchase 406,250 shares of Common Stock held by Todd R. Nelson, which are exercisable within 60 days of June 5, 2023, (v) 1,057,843 shares of Common Stock that would be issued to M-185 upon M-185s conversion of all 25,000 shares of Redeemable Convertible Preferred Stock currently held by M-185 (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (vi) 528,922 shares of Common Stock that would be issued to M-185 upon M-185s full (cash) exercise of the Short-Term Warrant currently held by M-185, and (vii) 1,057,843 shares of Common Stock that would be issued to M-0185 upon M-185s full (cash) exercise of the Long-Term Warrant currently held by M-185. The number of shares of Common Stock outstanding for calculating Mr. Nelsons beneficial ownership is based on (i) 29,731,920 shares of Common Stock outstanding, as reported in that certain Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated as of May 31, 2023, (ii) 11,847,840 shares of Common Stock currently underlying the shares of Redeemable Convertible Preferred Stock (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) the 406,250 shares of Common Stock issuable upon the options held by Mr. Nelson, (iv) the 528,922 shares of Common Stock issuable upon exercise of M-185s Short-term Warrants and (v) the 1,057,843 shares of Common Stock issuable upon exercise of M-185s Long-term Warrants.

GATTACA Mining LLC may be deemed the beneficial owner of 14.43% of the Common Stock outstanding, based on (i) 29,731,920 shares of Common Stock outstanding, as reported in that certain Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated as of May 31, 2023 and (ii) 11,847,840 shares of Common Stock currently underlying the shares of Redeemable Convertible Preferred Stock (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock).

M-185 may be deemed the beneficial owner of 6.41% of the Common Stock outstanding, based on (i) 122,516 shares of Common Stock held by M-185 Corporation, of which Todd R. Nelson is the majority stockholder (M-185), (ii) 1,057,843 shares of Common Stock that would be issued to M-185 upon M-185s conversion of all 25,000 shares of Redeemable Convertible Preferred Stock currently held by M-185 (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) 528,922 shares of Common Stock that would be issued to M-185 upon M-185s full (cash) exercise of the Short-Term Warrant currently held by M-185, and (iv) 1,057,843 shares of Common Stock that would be issued to M-0185 upon M-185s full (cash) exercise of the Long-Term Warrant currently held by M-185. The number of shares of Common Stock outstanding for calculating M-185s beneficial ownership is based on (i) 29,731,920 shares of Common Stock outstanding, as reported in that certain Redeemable Convertible Preferred Stock and Warrant Purchase Agreement dated as of May 31, 2023, (ii) 11,847,840 shares of Common Stock currently underlying the shares of Redeemable Convertible Preferred Stock (assuming a Conversion Price of $2.3633, which is the Conversion Price currently in effect for the Redeemable Convertible Preferred Stock), (iii) the 528,922 shares of Common Stock issuable upon exercise of M-185s Short-term Warrants and (iv) the 1,057,843 shares of Common Stock issuable upon exercise of M-185s Long-term Warrants.


(c)    (i)    Sole power to vote or direct the vote:
      See Item 5 of the cover page for each Reporting Person.
   (ii)    Shared power to vote or direct the vote:
      See Item 6 of the cover page for each Reporting Person.
   (iii)    Sole power to dispose or direct the disposition:
      See Item 7 of the cover page for each Reporting Person.
   (iv)    Shared power to dispose or direct the disposition:
      See Item 8 of the cover page for each Reporting Person.

 

Item 5.

Ownership of 5 Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications.

Not applicable.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 5, 2023

 

Todd R. Nelson
By:   /s/ Todd R. Nelson
GATTACA Mining LLC
By:   /s/ Todd R. Nelson
Todd R. Nelson
Managing Member
M-185 Corporation
By:   /s/ Todd R. Nelson
Todd R. Nelson
Chief Executive Officer

Exhibit Index

 

Exhibit No.   

Description

99.1    Joint Filing Agreement