TLIS Talis Biomedical Corp - 8-K

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

Exhibit Number

Description

10.1

Lease Termination Agreement dated September 16, 2024 entered into between Talis Biomedical Corporation and Fulton Ogden Venture, LLC.

10.2

Lease, dated January 20, 2021, by and between Talis Biomedical Corporation and Fulton Ogden Venture, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-252360), filed with the SEC on February 8, 2021).

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Cover Page Interactive Data File (Embedded within the Inline XBRL document)