Telesis Bio

Phase A — Understand the business

Lens 1 · Company Overview

Plain-terms model. Telesis Bio sells "DNA printers" — the BioXp family of automated benchtop instruments that take a digital sequence and physically synthesise genes, gene fragments, clonal DNA, libraries, and (latterly) mRNA overnight, hands-free, on a lab bench, plus the consumable kits/reagents that run on them, plus a services/CRO tail (custom DNA, contract synthesis). The razor-and-blade pitch: place a BioXp (the instrument), then sell recurring kits. The newer bet is the Gibson SOLA™ enzymatic DNA synthesis (EDS) platform — overnight DNA and mRNA on standard liquid-handling robots, no harsh chemicals, sold as a way for pharma to in-source its nucleic-acid supply chain and own the data for AI drug discovery.

Heritage (matters for the moat read). Lineage runs: Synthetic Genomics (J. Craig Venter's company) → carved out as SGI-DNA (2019) → rebranded Codex DNA (2020) → IPO June 2021 as DNAY → renamed Telesis Bio (Nov 2022, ticker TBIO). Founded by Dan Gibson (inventor of Gibson Assembly®, the standard isothermal DNA-assembly method, and CTO) and Todd Nelson (founder-CEO until Apr 2024). The science pedigree is genuinely top-tier — this is not a vaporware shop.

Customers / suppliers / competitors. Customers: pharma/biotech R&D labs and academic cores — as of Dec 31 2022, ~190 unique customers incl. ~105 biopharma companies, ~200 BioXp systems placed globally. Suppliers: enzymes, reagents, electronics/robotics contract manufacturers (NOVO Engineering co-designed the workstation). Competitors: Twist Bioscience (the scaled gorilla), DNA Script (SYNTAX benchtop TdT printer — the most direct head-to-head), Ansa Biotechnologies (long clonal DNA, now IDT-partnered), Molecular Assemblies (shuttered 2024), plus IDT/Genscript/Thermo on the make-it-for-you side. Contract structure: instrument sale + consumable reorders + service contracts — no take-or-pay, no durable lock-in; revenue is lumpy, instrument-led, and (the fatal flaw) never reached recurring-consumable escape velocity.

Lens 2 · Supply Chain

Upstream → company → end customer, named:

• Upstream inputs: modified nucleotides / enzymes (incl. proprietary Gibson SOLA enzyme chemistry and the Gibson Assembly enzyme mix), oligos, reagents; instrument hardware (pipetting/thermal-cycling robotics, optics) built with contract engineering partners (NOVO Engineering co-developed the DNA-printer workstation). Chokepoint: a tiny synbio-tools maker has little supplier bargaining power and carries inventory risk on specialised reagents — visible in the gross-margin blow-up (below).
• The company: assembles/QCs BioXp instruments and packages sequence-specific kits (the recurring SKU); runs (ran) a custom-DNA/CRO service line; the now-divested EtonBio / Eton Bioscience subsidiary was a custom-oligo/antibody-services arm.
• Downstream / end customers: pharma + academic labs (named integrators/users in PR over the years include ImmunoPrecise Antibodies, which integrated the SGI-DNA benchtop DNA printer for antibody discovery). The Gibson-SOLA pivot is explicitly a play to become the upstream supplier inside pharma's own four walls — a Regeneron license (2025) is the marquee downstream-as-partner data point.
• Single-source dependency the OTHER way: the company is now single-sourced on its own balance sheet — Novalis + Northpond are the only capital keeping the chain running. That is the binding chokepoint, not a reagent.

Lens 3 · Competitive Advantages (moats)

What's real: (1) IP + brand heritage — Gibson Assembly is a genuinely canonical method; the Venter/Synthetic Genomics lineage is the most credible provenance in the field; Gibson SOLA enzymatic chemistry is differentiated on paper (overnight, runs on standard liquid handlers, no specialised printer required). (2) First-mover "DNA printer" — BioXp was "the world's first commercially available end-to-end automated benchtop synthetic-biology workstation". (3) A modest installed base (~200 instruments) that should throw off consumable annuities.

Why the moat didn't hold (the load-bearing finding): none of it produced durable switching costs or pricing power. (a) The consumable attach never scaled — instrument-led revenue stayed lumpy and capped at ~$27M; the razor sold, the blades didn't recur fast enough. (b) DNA Script offers the same "benchtop synthesiser" value prop with TdT enzymatic chemistry and more commercial momentum; Twist out-scaled everyone on column/chip synthesis economics; Ansa (with IDT's manufacturing behind it) is pushing read-length leadership (600 bp → targeting 5,000 bp). (c) Bargaining power negative on both sides — couldn't dictate terms to reagent suppliers, couldn't lock in customers who can buy DNA as a service from a dozen vendors. Net: a science moat without a business moat. The market is fragmented (no firm >20% share) precisely because the value prop is substitutable.

Lens 4 · Segments

No segment CSV exists ; reconstructed from PR :

• Revenue mix (pre-collapse): BioXp instruments + kits (the "products" core) + services/collaboration research (higher-margin CRO/grant work) + EtonBio services (divested Aug 2024). BioXp products were the growth story — Q4 2022 BioXp revenue ~$3M, +130% YoY. The higher-margin collaboration/research line was the swing factor — its loss is what cratered both revenue and margin in 2024 (see Lens 5).
• Trend: flat at the top (FY22 ~$27.4M → FY23 ~$27.5M, basically zero growth), then a cliff in 2024 as the company shed the services revenue, divested Eton, and restructured around Gibson SOLA. Geography: not separately disclosed in the PR I can source — n/a.
• Read: the segment story IS the failure story. A synbio-tools company that stops growing at ~$28M while burning >$40M/yr is structurally dead absent a step-change product — and the step-change (Gibson SOLA) arrived after the balance sheet was already gone.

---

Phase B — Measure performance

Lens 5 · Earnings Result (the terminal prints)

The last meaningful public prints, all `` (IR releases via StockTitan/Fintel):

• FY2023: total revenue ~$27.5M (vs ~$27.4M FY22 — +0.4%, dead flat).
• Q1 2024: revenue $3.4M; gross margin 42% (down from 56% Q1'23); opex $10.0M (−31% YoY as restructuring bit).
• Q2 2024 (the death-knell quarter): revenue $1.6M vs $7.0M Q2'23 — a −77% collapse; gross margin −52% (vs +71% Q2'23) on restructuring/inventory charges; net loss $13.2M ($7.62/sh post-split) vs $8.4M Q2'23.
• Balance sheet at 30 Jun 2024: $10.3M cash, $5.3M notes payable. Against an opex run-rate of ~$10M/quarter even after cuts, that is roughly one quarter of runway — which is exactly why the delist + private bridge followed within months.
• Market reaction: terminal — the stock was already a sub-$1 penny after the 1-for-18 reverse split (May 9 2024) failed to hold the bid; it delisted to OTC at ~$0.001 by Sept 2024. Unusual-vs-own-history flag: a swing from +71% to −52% gross margin in one year is not a normal cyclical wobble — it is the signature of revenue evaporating beneath a fixed cost base plus inventory write-downs as the business model was abandoned mid-stream.

Lens 6 · Earnings Calls (sentiment trend)

No transcripts on the shelf ; sentiment reconstructed from the public arc . The tonal trajectory is a textbook bull-to-survival decay:

• 2021 (IPO/Codex DNA Q2'21 call): euphoric — "desktop DNA factory," COVID-vaccine tailwind, TAM-expansion narrative.
• 2022 ("Big Year"/"Whirlwind Year"): still growth-framed (200 instruments, 105 pharma logos), rebrand to Telesis Bio, "platform" language.
• Apr 2024: the pivot is announced as "strategic focus on game-changing Gibson SOLA" — but in the same breath the founder-CEO steps down and the company "concentrates" (i.e. shrinks). "Focus/streamline/runway/supply-chain in-sourcing" replaces "growth."
• 2025–26: the only outward messaging is financing ("secures up to $21M") and partnership (Regeneron license) — classic going-private survival comms, not operating-performance updates. What they stopped saying: revenue growth, installed-base expansion, guidance. What they started saying: "AI drug discovery data ownership," "nucleic-acid supply chain control" — repositioning the same tech for the LLM-era narrative.

Lens 7 · Comps (cap table & peer table — +private overlay)

Public common stock is un-priceable (OTC ~$0.001, no float, no coverage) so a P/E-style table is meaningless — n/a — not a tradeable equity. Two useful frames instead:

(a) Peer landscape — enzymatic / synthetic DNA tools:

(b) Cap table / financing quality (the +private tell). The Mar-2025 round is a $21M convertible preferred led by Novalis LifeSciences (Marijn Dekkers' fund) + Northpond Ventures — both existing insiders, not fresh crossover capital. Structure: ~$17M tranche 1 = $8M new cash + $9M debt-to-equity conversion, plus a $4M tranche 2 by Mar 6 2026. Read it straight: only $8M of genuinely new money, the rest is insiders converting debt to avoid a default — the cap-table equivalent of a tourniquet. No tier-1 crossover (no Fidelity/T. Rowe/Coatue) = the opposite of IPO-proximity. Common equity is structurally subordinated to a fresh preferred stack — i.e. wiped to ~zero in any realistic outcome.

Lens 8 · Stock-Price Catalysts (the >5% moves, in order of the wreck)

All ``:

• Jun 18 2021 — IPO at $16 (DNAY), raised ~$122.7M gross, ~$448M fully-diluted cap; brief pop to a split-adjusted all-time-high close ~$396 (Jun 30 2021). (The ~$396 is post-reverse-split-adjusted; the unadjusted IPO-era high was ~$22.)
• 2022 — synbio bubble deflates — rate shock + post-COVID biotech derating; flat revenue can't support the multiple; steady bleed.
• Nov 2022 — rebrand to Telesis Bio/TBIO — neutral-to-negative; doesn't change fundamentals.
• May 6–9 2024 — 1-for-18 reverse split to defend the $1 bid — a distress signal, not a catalyst; bid fails to hold.
• Apr 16 2024 — founder-CEO Todd Nelson out, Eric Esser in; Gibson-SOLA pivot — stock slips.
• Aug 2024 — EtonBio divested; board exodus (Nelson + 4 directors resign) — governance capitulation.
• Sep 10–30 2024 — voluntary delist/deregister → OTC ~$0.001. Terminal.
• Mar 2025 — $21M insider bridge — keeps the company alive; does nothing for the equity. Pattern the tape reveals: the market only ever rewarded the 2021 bubble narrative; once growth stalled at ~$28M, every subsequent "catalyst" was a defensive corporate action (split, divest, delist, rescue-finance). For a sub-scale tools company, the real driver was always revenue growth + cash runway — and both broke.

---

Phase C — Judge people & books

Lens 9 · Management

• Track record: Dan Gibson (co-founder/CTO) — scientifically elite: Gibson Assembly is his, synthetic-genome work at Venter's institute is his. As a commercial engine, the record is a near-total capital loss for IPO shareholders. Todd Nelson (founder-CEO through Apr 2024) took the company public and to ~$28M revenue but never to scale or cash generation, then stepped down "to seek new entrepreneurial opportunities" as the wheels came off. Eric Esser (President/COO → CEO Apr 2024) is the restructuring/wind-down operator — his mandate was triage (cut opex, divest Eton, pivot to SOLA, raise the bridge), and on those narrow terms he executed; signing Regeneron to a SOLA license is a real scalp in a dead-broke context.
• Tenure & skin in the game: founder ownership was heavily diluted and then subordinated by the preferred bridge; insider economics now sit with Novalis/Northpond's preferred, not common. Insider-transactions.csv: n/a.
• Capital-allocation history (the indictment): raised $122.7M at IPO and destroyed essentially all common-equity value — ROE/ROIC deeply negative throughout; spread spend across BioXp, services, EtonBio, and a from-scratch enzymatic platform simultaneously, then had to fire-sale and refocus only after the cash was gone. Classic sub-scale-tools over-reach: too many bets, none to escape velocity.
• Red flags: founder + 4-director board exodus within months of the pivot (Aug 2024) is a governance red flag; a reverse split immediately preceding voluntary delisting is the textbook distress sequence; the debt-to-preferred conversion is an insider-favorable recap that subordinates common.
• Archetype: scientist-founder company that needed a commercial operator five years earlier. The science was the asset; the go-to-market and capital discipline were the failure.

Lens 10 · Forensic Red Flags

Income statement / balance sheet / cash flow (all ``, mostly the company's own pre-deregistration disclosure):

• Revenue quality / recognition: the swing to −52% gross margin in Q2'24 on a −77% revenue drop screams fixed-cost deleverage + inventory write-downs + restructuring charges — i.e. the model unwinding. Watch that the FY22→FY23 "flat $27.4M→$27.5M" wasn't propped by lower-quality services/collaboration revenue that then vanished (it was — its loss drove the 2024 cliff).
• Going concern: with $10.3M cash / ~$10M quarterly opex at Jun-2024, substantial-doubt going-concern territory was effectively reached; the delist + bridge confirm it. Post-deregistration, financials are unaudited / not publicly filed — a structural disclosure red flag in itself (you can no longer see the books).
• Receivables/inventory vs revenue: inventory clearly outran a collapsing top line (hence the margin charges); specifics n/a — post-delist financials not filed.
• SBC / dilution: chronic — IPO shares + subsequent raises + the 1-for-18 reverse split + the convertible preferred = relentless common-holder dilution then subordination.
• Goodwill/intangibles: EtonBio divestiture implies prior-acquisition carrying values were impaired/realised below cost (a fire sale for cash).

Regulatory findings (required sub-section).

• SEC enforcement (EDGAR LR/AAER): `` reports 0 findings — and notes the file could not search EDGAR because _meta.json carries cik=null (the script saw no CIK). In reality TBIO held CIK 0001850079; I did not re-run EDGAR (mandate: EDGAR 403s; on-disk is authoritative). No SEC enforcement action against Telesis Bio surfaced in any web search.
• Non-SEC (FTC/DOJ/FDA/CFPB): web search "Telesis Bio" (FTC OR DOJ OR FDA OR... ) enforcement → no material hits.
• 10-K Item 3 (Legal Proceedings): could not retrieve the last 10-K (FY2023, filed Mar 2024) directly — EDGAR archive 403s ``; no material litigation surfaced via web.
• Conclusion: No material regulatory or legal enforcement findings — verified via the on-disk regulatory file (SEC LR/AAER = 0) + web search (non-SEC) as of 2026-06-30. The risk here is not fraud — it is honest, total business failure plus the opacity of a now-deregistered private whose books are no longer public.

---

Phase D — Project & stress-test

Lens 11 · IPO-readiness & path-to-tradeable (+private overlay — replaces forward EPS)

There is no EPS to forecast and no forecast logged (forecast.ts skipped, per --watchlist rules) — a delisted shell with negative gross margin has no projectable earnings line. The right question is the +private one: is there any path back to a tradeable security, and what is the common stock worth today?

• Path-to-tradeable: remote. A company that voluntarily deregistered would have to (re-)build audited financials, demonstrate Gibson-SOLA commercial traction at scale, and either re-IPO or be acquired — all from a ~$8M-new-cash base against scaled, better-funded competitors (Twist, DNA Script, Ansa/IDT). research/private-watch.json: not listed — this is not a tracked IPO-readiness candidate, and shouldn't be added as one.
• Realistic outcomes (probability-weighted, ``): (1) Slow fade / asset sale — Gibson-SOLA IP sold to a strategic (à la Molecular Assemblies → Maravai), common = $0 — most likely. (2) Private survival as a niche SOLA/BioXp supplier funded round-to-round by Novalis/Northpond — possible, common still ~$0 (preferred eats any value). (3) Re-rating/re-IPO on SOLA + AI-drug-discovery traction — low-probability tail; would need a genuine commercial inflection the financials don't yet show.
• Common-equity value today: ~$0 / option-value only. The only way to "play" this is the private preferred (Novalis/Northpond terms), which is not accessible and is itself a venture call option on an unproven pivot.

Lens 12 · Bull vs Bear

Bull case (for the surviving private entity, not the dead stock): Gibson SOLA is a legitimately differentiated enzymatic platform — overnight DNA and mRNA on standard liquid handlers (no proprietary printer), pitched at exactly the 2025-26 zeitgeist: pharma wanting to in-source nucleic-acid supply and own the data to train AI drug-discovery models. The Regeneron license proves a tier-1 customer will pay. The EDS market is real and fast (~$371M 2025 → ~26.7% CAGR). Heritage (Gibson Assembly / Venter lineage) is unmatched. In a kinder capital market this is a fundable Series-C synbio-tools story. Bear case (permanent-impairment risks): (1) The balance sheet already lost — common is wiped; only $8M new cash stands between the company and another raise/sale. (2) Sub-scale against funded peers — Twist's economics, DNA Script's commercial momentum, Ansa+IDT's read-length and manufacturing all overshadow a near-bankrupt rebuilder. (3) The pivot is late — Gibson SOLA's commercial ramp is starting after the cash ran out, the worst possible sequencing. Pre-mortem (it's now end-2027 and it's over): the $4M tranche-2 was the last money, SOLA's enterprise sales cycle proved too slow against incumbents, and the IP was sold to a strategic for cents while the corporate shell wound down — the Molecular-Assemblies ending. Multiple too high? There is no multiple; the common is a zero, and even the private preferred is a low-odds venture bet. Contrarian view (what the market refuses to see — but here the market is right): the technology may well live on — inside Regeneron, or inside whoever buys the SOLA IP. The contrarian read isn't "the stock is cheap" (it's a zero); it's that a genuinely good synthetic-biology platform can be a complete equity wipeout — the science succeeding and the shareholders being destroyed are not contradictory. That is the durable lesson, not a trade.

Lens 13 · Devil's Advocate (short-seller)

There is nothing left to short (no borrow, ~$0.001, deregistered) — so this lens is the autopsy of how the bull thesis was always going to break:

• Where revenue was concentrated: in lumpy instrument sales + fragile higher-margin services/collaboration revenue with no recurring-consumable annuity at scale — so when the services line and grant/collab work rolled off, 77% of a quarter's revenue vanished at once.
• Why the moat was always weaker than bulls thought: "DNA printer" is a substitutable value prop — customers can buy DNA as a service from Twist/IDT/Genscript or run DNA Script's competing benchtop box; no switching cost, no network effect, negative pricing power.
• Most dangerous competitor bulls underestimated: DNA Script (same benchtop-enzymatic promise, more commercial traction) and the Ansa + IDT combination (read-length + manufacturing scale) — plus Twist simply out-spending everyone.
• Worst capital-allocation: running four initiatives at once (BioXp instruments, kits, EtonBio services, and a ground-up enzymatic platform) on IPO cash, then fire-selling Eton and reverse-splitting into a delisting; the debt-to-preferred recap that subordinated common.
• What had to hold for the 2021 price (and didn't): 20%+ revenue CAGR to a $100M+ run-rate with expanding consumable margin — instead it flatlined at ~$28M. −20–30% to growth? Growth went to −77%; the valuation went to zero. That's the whole story.

Lens 14 · Management Questions (ordered by information value — addressed to CEO Eric Esser)

1. With ~$8M of genuinely new cash from the 2025 round and a $4M tranche-2 deadline of Mar 2026, how many months of runway do you actually have, and what is the specific commercial milestone that unlocks the next financing or a strategic sale?
2. Is the plan to rebuild toward audited financials and a re-listing, to be acquired, or to run privately indefinitely? Be concrete about which.
3. Beyond the Regeneron license, how many paying Gibson-SOLA enterprise customers exist today, and what is committed contract value vs. pilot/evaluation?
4. What is Gibson SOLA's gross margin at current volumes, and at what unit volume does the consolidated business reach positive gross margin again?
5. How do you win against DNA Script (benchtop enzymatic) and Twist on cost-per-base, fidelity, and read-length — name the spec where SOLA is decisively ahead.
6. What were the terms of the Novalis/Northpond preferred (liquidation preference, conversion, participation), and what, if anything, is the common stock entitled to in a sale?
7. Why should a customer in-source synthesis on SOLA rather than buy DNA/mRNA as a service from incumbents — what's the real TCO and IP-control case, quantified?
8. What is the current BioXp installed base and consumable reorder rate, and is that annuity growing or shrinking post-restructuring?
9. What did the EtonBio divestiture net in cash, and were any other assets/IP encumbered or sold to fund operations?
10. What is the current headcount vs. the 2023 peak, and is R&D still funded enough to keep SOLA competitive on read-length?
11. Which patents are core to SOLA, when do they expire, and is the IP unencumbered (not pledged to lenders)?
12. What specifically broke in 2024 — was it the loss of collaboration revenue, the consumable attach never scaling, or the cost base? Own the root cause.
13. For AI-drug-discovery data ownership as a selling point — do you have a single customer paying for that reason, or is it narrative?
14. Under what circumstances would you sell the SOLA IP to a strategic (the Molecular-Assemblies/Maravai path) rather than keep operating?
15. What would you tell a 2021 IPO shareholder about where the $122.7M went and why the equity is at zero?

---