Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 14, 2024 Telesis Bio Inc. ("Telesis") entered into a Share Purchase Agreement (the "Purchase Agreement") with Yuan (Terry) Yang (the "Buyer") to sell all of the outstanding capital stock (the "Eton Stock") of Eton Bio, Inc. ("Eton"), a wholly-owned subsidiary of Eton. Pursuant to the terms and conditions of the Purchase Agreement, the Buyer will purchase the Eton Stock for an aggregate purchase price of $1.5 million, subject to customary working capital related adjustments (the "Transaction"). The Board of Directors of Telesis approved the transaction.

The Purchase Agreement includes representations, warranties and covenants of the parties that are customary for a transaction of this nature, including covenants by Telesis to cause Eton to conduct the Eton business in the ordinary course until the closing of the Transaction (the "Closing") and restrictive covenants that limit the Company and Seller from engaging in certain business activities for two years following the Closing. The Purchase Agreement also contains certain indemnification obligations with respect to breaches of representations and warranties and certain other specified matters. The closing of the Purchase Agreement is expected to occur on or about August 31, 2024, subject to customary closing conditions, including, completion of certain regulatory matters in the State of New Jersey and the forgiveness of certain intercompany loans between Telesis and Eton.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement which we anticipate filing with our next quarterly report on Form 10-Q.