Form SC 13G Talis Biomedical Corp Filed by: GREENLIGHT CAPITAL INC

February 14, 2022 3:34 PM EST

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.    )*

Talis Biomedical Corporation
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

 
87424L108
 
(CUSIP Number)

December 31, 2021
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 [x]            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 person’s 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.  Beneficial ownership information contained herein is given as of the date listed above.
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).


1
Names of Reporting Persons.
 
Greenlight Capital, Inc.
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
 
0 shares
 
   
6  Shared Voting Power
 
737,621 shares
 
   
7  Sole Dispositive Power
 
0 shares
 
   
8  Shared Dispositive Power
 
737,621 shares
 
   

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
737,621 shares
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
 
11
Percent of Class Represented by Amount in Row (9)
 
2.8%
 
12
Type of Reporting Person (See Instructions)
 
IA
 


1
Names of Reporting Persons.
 
DME Capital Management, LP
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
 
0 shares
 
   
6  Shared Voting Power
 
614,479 shares
 
   
7  Sole Dispositive Power
 
0 shares
 
   
8  Shared Dispositive Power
 
614,479 shares
 
   

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
614,479 shares
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
 
11
Percent of Class Represented by Amount in Row (9)
 
2.3%
 
12
Type of Reporting Person (See Instructions)
 
IA
 




1
Names of Reporting Persons.
 
DME Advisors, LP
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
 
0 shares
 
   
6  Shared Voting Power
 
217,200 shares
 
   
7  Sole Dispositive Power
 
0 shares
 
   
8  Shared Dispositive Power
 
217,200 shares
 
   

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
217,200 shares
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
 
11
Percent of Class Represented by Amount in Row (9)
 
0.8%
 
12
Type of Reporting Person (See Instructions)
 
IA
 



1
Names of Reporting Persons.
 
DME Advisors GP, 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
 
0 shares
 
   
6  Shared Voting Power
 
831,679 shares
 
   
7  Sole Dispositive Power
 
0 shares
 
   
8  Shared Dispositive Power
 
831,679 shares
 
   

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
831,679 shares
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
 
11
Percent of Class Represented by Amount in Row (9)
 
3.2%
 
12
Type of Reporting Person (See Instructions)
 
HC
 



1
Names of Reporting Persons.
 
David Einhorn
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.
 
U.S. Citizen
 

Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
   
5  Sole Voting Power
 
0 shares
 
   
6  Shared Voting Power
 
1,569,300 shares
 
   
7  Sole Dispositive Power
 
0 shares
 
   
8  Shared Dispositive Power
 
1,569,300 shares
 
   

9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,569,300 shares
 
 
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ]
 
 
11
Percent of Class Represented by Amount in Row (9)
 
6.0%
 
12
Type of Reporting Person (See Instructions)
 
HC
 


SCHEDULE 13G
This Schedule 13G relating to common stock, par value $0.0001 per share (“Common Stock”) of Talis Biomedical Corporation., a Delaware corporation (the “Company” or the “Issuer”), is being filed on behalf of Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), DME Capital Management, LP, a Delaware limited partnership (“DME CM”), DME Advisors, LP, a Delaware limited partnership (“DME Advisors”), and DME Advisors GP, LLC, a Delaware limited liability company (“DME GP” and together with Greenlight Inc., DME CM and DME Advisors, “Greenlight”), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the “Reporting Persons”).
This Schedule 13G relates to Common Stock of the Issuer held by Greenlight for the account of private investment funds (the “Greenlight Accounts”) for which Greenlight acts as investment advisor (or general partner of the investment advisor) and with respect to which Mr. Einhorn may be deemed to have indirect investment and/or voting power as the principal of Greenlight and other affiliated entities.  DME GP is the general partner of DME CM and DME Advisors.
The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the Common Stock reported herein.  Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of its pecuniary interest in any shares of Common Stock, if applicable.


Item 1.
 

(a)
Name of Issuer
 
 
Talis Biomedical Corporation
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
230 Constitution Drive, Menlo Park, California 94025

Item 2.
 

(a)
Name of Person Filing
 
 
Greenlight Inc.
DME CM
DME Advisors
DME GP
David Einhorn
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
The principal business office of each of the Reporting Persons is 140 East 45th Street, 24th Floor, New York, New York 10017.
 
(c)
Citizenship
 
 
Greenlight Inc. is a corporation organized under the laws of the State of Delaware.
DME CM is a limited partnership organized under the laws of the State of Delaware.
DME Advisors is a limited partnership organized under the laws of the State of Delaware.
DME GP is a limited liability company organized under the laws of the State of Delaware.
David Einhorn is a United States citizen

(d)
Title of Class of Securities
 
 
Common Stock, par value $0.0001 per share
 
(e)
CUSIP Number
 
 
87424L108

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[X]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[X]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)      Amount Beneficially Owned

The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such Reporting Person.

(b)      Percent of Class

The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person.  The percentages reported herein are calculated on the basis of the Company’s statement in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 16, 2021 that there were 26,288,616 shares of Common Stock outstanding as of November 10, 2021.

 (c)            Number of shares as to which such person has:

The information set forth in Rows 5 through 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.


Item 5.
Ownership of Five Percent or Less of a Class
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
 
 
Not applicable.

Item 6.
Ownership of More than Five 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
 
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

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Exhibits
Exhibit
99.1
Joint Filing Agreement by and among the Reporting Persons.


SIGNATURE
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:                February 14, 2022

 
GREENLIGHT CAPITAL, INC.
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME CAPITAL MANAGEMENT, LP
   
 
By: DME Advisors GP, LLC,
 
its General Partner
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME ADVISORS, LP
   
 
By: DME Advisors GP, LLC,
 
its General Partner
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME ADVISORS GP, LLC
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
/s/ DANIEL ROITMAN*
 
Daniel Roitman, on behalf of David Einhorn

* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file Schedule 13G on David Einhorn's behalf, filed as Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission on August 29, 2019 by the Reporting Persons with respect to the common units of CONSOL Coal Resources, is hereby incorporated by reference.

Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to Common Stock, par value $0.0001 per share, of Talis Biomedical Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date written below.
Date:                February 14, 2022

 
GREENLIGHT CAPITAL, INC.
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME CAPITAL MANAGEMENT, LP
   
 
By: DME Advisors GP, LLC,
 
its General Partner
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME ADVISORS, LP
   
 
By: DME Advisors GP, LLC,
 
its General Partner
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
DME ADVISORS GP, LLC
   
 
By: /s/ DANIEL ROITMAN
 
Daniel Roitman
Chief Operating Officer
   
   
 
/s/ DANIEL ROITMAN*
 
Daniel Roitman, on behalf of David Einhorn

* The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file Schedule 13G on David Einhorn's behalf, filed as Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission on August 29, 2019 by the Reporting Persons with respect to the common units of CONSOL Coal Resources, is hereby incorporated by reference.


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