TriSalus Life Sciences Files 8-K

TL;DR

TriSalus Life Sciences (formerly MedTech Acquisition Corp) filed an 8-K on 5/24/24. Check for updates.

AI Summary

TriSalus Life Sciences, Inc. filed an 8-K on May 24, 2024, reporting other events and financial statements. The company, formerly known as MedTech Acquisition Corp, is incorporated in Delaware and operates in the surgical and medical instruments sector. Its principal executive offices are located in Westminster, Colorado.

Why It Matters

This filing indicates TriSalus Life Sciences is making a regulatory submission, which could relate to significant corporate events or financial disclosures.

Risk Assessment

Risk Level: low — The filing is a routine 8-K for 'Other Events' and financial statements, not indicating immediate financial distress or significant negative news.

Key Numbers

• 001-39813 — SEC File Number (Identifies the company's filing with the SEC.)
• 85-3009869 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• TriSalus Life Sciences, Inc. (company) — Registrant
• MedTech Acquisition Corp (company) — Former company name
• May 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Westminster, Colorado (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share TLSI Nasdaq Glo
• $11.50 — of Common Stock at an exercise price of $11.50 per share TLSIW Nasdaq Global Marke

Filing Documents

• tm2415396d1_8k.htm (8-K) — 44KB
• tm2415396d1_ex99-1.htm (EX-99.1) — 26KB
• 0001104659-24-064883.txt ( ) — 299KB
• tlsi-20240524.xsd (EX-101.SCH) — 3KB
• tlsi-20240524_def.xml (EX-101.DEF) — 26KB
• tlsi-20240524_lab.xml (EX-101.LAB) — 36KB
• tlsi-20240524_pre.xml (EX-101.PRE) — 25KB
• tm2415396d1_8k_htm.xml (XML) — 5KB

01

Item 8.01 Other Events. On May 24, 2024, TriSalus Life Sciences, Inc., a Delaware corporation (the "Company"), announced the commencement of (i) its offer (the "Offer") to all holders of each class of certain outstanding warrants (the "Warrants"), consisting of (a) the Company's publicly-traded Warrants (the "Public Warrants"), (b) certain Warrants issued in a private placement transaction occurring simultaneously with the closing of the initial public offering of the Company (the "Private Placement Warrants") and (c) certain Warrants issued for working capital requirements and payment of certain expenses of the Company ("Working Capital Warrants"), each identified in the Prospectus/Offer to Exchange (as defined below), the opportunity to receive 0.3 shares of common stock of the Company, par value $0.0001 pers share ("Common Stock"), in exchange for each Warrant tendered by the holder and exchanged pursuant to the Offer, and (ii) the solicitation of consents (the "Consent Solicitation") from holders of the Warrants to amend the Warrant Agreement, dated as of December 17, 2020 (the "Warrant Agreement" and such amendment, the "Warrant Amendment"), by and between the Company and Continental Stock Transfer & Trust Company, which governs all of the Warrants. Pursuant to the Offer, the Company is offering up to an aggregate of 4,264,532 shares of its Common Stock in exchange for the Warrants. If approved, the Warrant Amendment will permit the Company to require that all of the Exchange Warrants (as defined below) that are outstanding upon the closing of the Offer be exchanged, at the Company's option (including the Company's option to exchange all of the Exchange Warrants of one or more classes of Warrants without being obligated to exchange all of the Exchange Warrants of any other class of Warrants) into shares of Common Stock at a ratio of 0.27 shares of Common Stock per such Warrant, which is a ratio 10% less than the exchange ratio applicable to the Offer. Pursu

Forward-Looking Statements

Forward-Looking Statements Certain statements made in this Form 8-K are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "become," "may," "intend," "will," "expect," "anticipate," "believe" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may include, but are not limited to, statements regarding the consummation of the Offer and Consent Solicitation, the timing of the Expiration Date, the future effectiveness of the registration statement on Form S-4, the approval by the holders of Warrants of the Warrant Amendment and subsequent entry into the Warrant Amendment, the effects of the Offer on our capital structure and expected changes to the dilutive impact of the Warrants. These statements are based on various assumptions, whether or not identified in this Form 8-K, and on the current expectations of the Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation: the Company's ability to successfully complete the Offer and Consent Solicitation; the number of holders of Warrants that approve the Warrant Amendment in the Consent Solic

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibit Number Description 99.1 Press Release dated May 24, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRISALUS LIFE SCIENCES, INC. By: /s/ Sean Murphy Sean Murphy Chief Financial Officer Dated: May 24, 2024

View Full Filing

View this 8-K filing on SEC EDGAR