DNAY Codex DNA Inc

As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 31, 2023 (the “Prior 8-K”), Telesis Bio Inc. (the “Company”) entered into a redeemable convertible preferred stock and warrant purchase agreement with Novalis LifeSciences Investments II, L.P. and certain other investors, including current investors Northpond Ventures, LP, BroadOak Fund IV LLC and M-185 Corporation, an affiliate of the Company’s Chief Executive Officer, Todd Nelson (collectively, the “Investors”), on May 31, 2023, pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Private Placement”) (i) an aggregate of 280,000 shares of its newly designated redeemable convertible preferred stock, par value $0.0001 per share (the “Redeemable Convertible Preferred”), (ii) warrants with a term of two years (such warrants, the “Short-Term Warrants”) to purchase an aggregate of 5,923,921 shares of the Company’s common stock (the “Common Stock”), and (iii) warrants with a term of seven years (such warrants, the “Long-Term Warrants” and, together with the Short-Term Warrants, the “Warrants”) to purchase an aggregate of 11,847,840 shares of Common Stock. The Redeemable Convertible Preferred were sold in fixed combinations with the Warrants, with each Investor receiving (a) a Short-Term Warrant to purchase one-half of a share of Common Stock per each share of Common Stock initially underlying the Redeemable Convertible Preferred purchased by such Investor and (b) a Long-Term Warrant to purchase one share of Common Stock per each share of Common Stock initially underlying the Redeemable Convertible Preferred purchased by such Investor. The purchase price per share of Redeemable Convertible Preferred and accompanying Short-Term Warrant and Long-Term Warrant was $100.00. On June 5, 2023, the Private Placement closed, resulting in initial gross proceeds of $28.0 million to the Company.

The terms and forms of the Redeemable Convertible Preferred and Warrants were filed previously with the SEC in the Prior 8-K and are incorporated herein by reference.

In addition, pursuant to a letter agreement between the Company and H.C. Wainwright & Co., LLC (“HCW”), pursuant to which HCW acted as a financial advisor to the Company, the Company issued warrants for an aggregate of 355,435 shares of common stock to affiliates of HCW. Such warrants shall have a five-year term and an exercise price of $2.9541. The form of warrant issued to the HCW affiliate is attached hereto as Ex 4.1.

The Company issued the securities in the Private Placement to “accredited investors,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws.