TriSalus Life Sciences Enters Material Agreement

TL;DR

TriSalus (formerly MedTech) signed a big deal & is voting on stuff. Big moves ahead.

AI Summary

TriSalus Life Sciences, Inc. announced on June 26, 2024, that it entered into a material definitive agreement. The company also submitted matters to a vote of its security holders and reported other events. This filing follows its previous identity as MedTech Acquisition Corp, with a name change effective September 30, 2020.

Why It Matters

This filing indicates significant corporate activity for TriSalus Life Sciences, potentially impacting its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions, including a material definitive agreement and a vote of security holders, which could introduce uncertainty or opportunity.

Key Players & Entities

• TriSalus Life Sciences, Inc. (company) — Registrant
• MedTech Acquisition Corp (company) — Former company name
• June 26, 2024 (date) — Date of earliest event reported
• September 30, 2020 (date) — Date of name change

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

• tm2418344d1_8k.htm (8-K) — 39KB
• tm2418344d1_ex10-1.htm (EX-10.1) — 21KB
• tm2418344d1_ex99-1.htm (EX-99.1) — 16KB
• 0001104659-24-075234.txt ( ) — 306KB
• tlsi-20240626.xsd (EX-101.SCH) — 3KB
• tlsi-20240626_def.xml (EX-101.DEF) — 26KB
• tlsi-20240626_lab.xml (EX-101.LAB) — 36KB
• tlsi-20240626_pre.xml (EX-101.PRE) — 25KB
• tm2418344d1_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, 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 currently listed on the Nasdaq Global Market under the symbol "TLSIW" (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 that forms a part of the Company's Registration Statement on Form S-4 (Registration No. 333- 279691), filed with the U.S. Securities and Exchange Commission on May 24, 2024, to receive 0.3 shares of the Company's common stock, par value $0.0001 per 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 (the "Warrant Agent"), which governs all of the Warrants. Pursuant to the terms of the Warrant Agreement, certain amendments, including the Warrant Amendment, require the vote or written consent of holders of at least a majority of the then outstanding (a) Public Warrants (such threshold, the "Public Warrant Consent Threshold"), (b) Private Placement Warrants with respect to modifications or amendments that apply to the Private Placement Warrants (such threshold, the "Private Placement Warra

03

Item 3.03 Material Modifications to Rights of Security Holders.

01 of this Current

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

07

Item 5.07 Submission of Matters to a Vote of Security Holders.

01 of this Current

Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

01

Item 8.01 Other Events. On June 26, 2024, the Company issued a press release announcing the final results of the Offer and Consent Solicitation and also the Company's entry into the Warrant Amendment. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibit Number Description 10.1 Amendment No. 1 to Warrant Agreement, dated June 26, 2024, by and between the Company and Continental Stock Transfer & Trust Company. 99.1 Press Release, dated June 26, 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: June 26, 2024

View Full Filing

View this 8-K filing on SEC EDGAR