UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 12, 2022
MedTech Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39813 |
|
85-3009869 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
48 Maple Avenue,
Greenwich, CT |
|
06830 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (908) 391-1288
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
| Units, each consisting of one share of Class A common stock and one-third of one Redeemable Warrant |
|
MTACU |
|
The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 per share |
|
MTAC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
MTACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on November 11,
2022, MedTech Acquisition Corporation, a Delaware corporation (“MedTech” or the “Company”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with MTAC Merger Sub, Inc., a Delaware corporation and direct wholly owned
subsidiary of MedTech (“Merger Sub”), and TriSalus Life Sciences, Inc., a Delaware corporation (“TriSalus”),
pursuant to which subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into
TriSalus (the “Merger”), with TriSalus surviving the Merger as a wholly owned subsidiary of MedTech (the transactions contemplated
by the Merger Agreement and related ancillary agreements, the “Business Combination”). Upon consummation of the Business
Combination, MedTech will be renamed “TriSalus Life Sciences, Inc.”
On December 16,
2022, the Company issued a promissory note (the “Extension Note”) in the aggregate principal amount of up to $468,821.28
to the Company’s sponsor, MedTech Acquisition Sponsor LLC (the “Sponsor”) pursuant to which the Sponsor agreed to loan
to the Company up to $468,821.28 (the “Extension Funds”) to deposit into the Company’s trust account (the “Trust
Account”) for the shares of Class A common stock of the Company (the “Public Shares”) that were not redeemed in
connection with the extension of the Company’s termination date from December 22, 2022 to June 22, 2023 or such earlier
date as determined by the board of directors of the Company (the “Board”). The Extension Note bears no interest and is repayable
in full upon the date of the consummation of an initial business combination.
The Company will deposit
$0.04 per share into the Trust Account for each month (commencing on December 23, 2022 and ending on the 22nd day
of each subsequent month), or portion thereof, that is needed by the Company to complete an initial business combination until June 22,
2023 or such earlier date as determined by the Board (the “Extension”).
Pursuant to the Merger Agreement, TriSalus has
agreed to pay, as a transactional expense and not as a loan, for 50% of the costs incurred by the Company in connection with the preparation
and filing of applicable proxy materials and the holding of the Meeting (as defined below) (TriSalus’s portion of such fees, the
“TriSalus Extension Fees”), in addition to 50% of the amounts deposited into the Trust Account in connection with the Extension,
with the remainder to be funded by the Sponsor and/or its designee in the form of a loan to the Company; provided that TriSalus’s
obligation to pay the TriSalus Extension Fees and its portion of the deposits for the Extension will terminate immediately at the earliest
to occur of (i) the closing date of the Business Combination and (ii) the valid termination of the Merger Agreement. Upon such
termination, the Company will have no obligation to repay the TriSalus Extension Fees or any portion of the Extension Funds paid by TriSalus.
In addition, on December 16,
2022, the Company issued an unsecured promissory note in the principal amount of up to $1,000,000 (the “Working Capital Note”)
to the Sponsor for working capital purposes, , which may be drawn down from time to time upon request by the Company. The Working Capital
Note does not bear interest and the principal amount will not be payable if the Company fails to complete its initial business combination
within the required time period as set forth in its amendment and restated certificate of incorporation, as amended from time to time.
The issuances of the
Extension Note and the Working Capital Note were made pursuant to the exemption from registration contained in Section 4(a)(2) of
the Securities Act of 1933, as amended.
The foregoing description
of the Extension Note and the Working Capital Note does not purport to be complete and is qualified in its entirety by reference
to the full text of the Extension Note and the Working Capital Note, respectively, copies of which are filed with this Current Report
on Form 8-K as Exhibit 10.1 and 10.2, respectively and are incorporated herein by reference.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On December 12,
2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders (the “Meeting”). At the Meeting,
the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Extension
Amendment”) to extend the date by which the Company must consummate its initial business combination from December 22, 2022
to June 22, 2023 (or such earlier date as determined by the Board). The Company filed the Extension Amendment with the Secretary
of State of the State of Delaware on December 12, 2022.
The foregoing description
of the Extension Amendment does not purport to be complete and is qualified in its entirety by reference to the Extension Amendment,
a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission
of Matters to a Vote of Security Holders
At the Meeting, an aggregate
of 23,938,513 shares of the Company’s common stock, which represents a quorum of the outstanding shares of common stock entitled
to vote as of the record date of October 24, 2022, were represented in person or by proxy at the Meeting.
At the Meeting, the
Company’s stockholders voted on the following proposals, each of which was approved:
(1) The Extension Amendment Proposal — a proposal
to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate
a business combination from December 22, 2022 to June 22, 2023 (or such earlier date as determined by the Board). The following
is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| FOR | | |
AGAINST | | |
ABSTAIN | |
| | 20,943,728 | | |
| 2,962,183 | | |
| 32,602 | |
(2) The Director Election Proposal — to re-elect
each of Karim Karti, Martin Roche, MD, Thierry Thaure and Manuel Aguero as Class I directors of the Board, to serve until the 2024
annual meeting of the Company or until their successors are appointed and qualified. The following is a tabulation of the votes with
respect to the election of directors, each of whom was elected by the Company’s stockholders:
| Name | |
FOR | | |
ABSTAIN | |
| Karim Karti | |
| 19,508,998 | | |
| 4,429,515 | |
| Martin Roche, MD | |
| 20,704,879 | | |
| 3,233,634 | |
| Thierry Thaure | |
| 20,704,623 | | |
| 3,233,890 | |
| Manuel Aguero | |
| 20,704,875 | | |
| 3,233,638 | |
In connection with the
Meeting, stockholders holding 23,046,578 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds
in the Trust Account. As a result, approximately $232.37 million (approximately $10.08 per Public Share) will be removed from the Trust
Account to pay such holders and approximately $19.70 million will remain in the Trust Account. Following redemptions, the Company has
1,953,422 Public Shares outstanding, and the Company will deposit $78,136.88 into the Trust Account of which 50% will be drawn down under
the Extension Note and 50% will be funded by TriSalus.
Forward-Looking Statements
This Current Report
on Form 8-K contains certain “forward-looking statements” within the meaning of the United States federal securities laws.
These forward-looking statements generally are identified by words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “strive,”
“would,” “will” and similar expressions or the negative or other variations of such statements. These statements
are predictions, projections and other statements about future events that are based on various assumptions, whether or not identified
in this Current Report on Form 8-K and on the current expectations of MedTech’s and TriSalus’ respective managements and are
not predictions of actual performance and, as a result, are subject to risks and uncertainties.
Many factors could
cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including
but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely
affect the price of MedTech’s securities; (ii) the risk that the Business Combination may not be completed by MedTech’s
business combination deadline and the potential failure to obtain an extension of the business combination deadline; (iii) the failure
to satisfy the conditions to the consummation of the Business Combination, including the approval of the Merger Agreement by the stockholders
of MedTech, the satisfaction of the minimum cash amount following any redemptions by MedTech’s public stockholders, and the receipt
of certain governmental and regulatory approvals, including reimbursement approval; (iv) the lack of a third-party valuation in
determining whether or not to pursue the Business Combination; (v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement; (vi) the receipt of an unsolicited offer from another party for an alternative
transaction that could interfere with the Business Combination, (vii) the effect of the announcement or pendency of the Business
Combination on TriSalus’s business relationships, operating results and business generally; (viii) risks that the Business
Combination disrupts current plans and operations of TriSalus; (ix) the outcome of any legal proceedings that may be instituted
against TriSalus or MedTech related to the Merger Agreement or the Business Combination; (x) the ability to maintain the listing
of MedTech’s securities on the Nasdaq; (xi) changes in business, market, financial, political and legal conditions; (xii) unfavorable
changes in the reimbursement environment for TriSalus’s products; (xiii) TriSalus’s product candidates not achieving
success in preclinical or clinical trials or not being able to obtain regulatory approval, either on a timely basis or at all or subject
to any conditions that negatively impact TriSalus’s ability to commercialize the applicable product candidates; (xiv) TriSalus
being unable to continue to grow TriNav sales; (xv) the size of the addressable markets for TriNav and TriSalus’s product
candidates, if successfully developed and approved by the applicable regulatory authorities, being less than TriSalus estimates; (xvi) TriSalus’s
ability to successfully commercialize any product candidates that it successfully develops and that are approved by applicable regulatory
authorities; (xvii) TriSalus’s ability to continue to fund preclinical and clinical trials for its product candidates; (xviii) TriSalus’s
ability to partner with other companies; (xix) future economic and market conditions; (xx) the development, effects and enforcement
of laws and regulations affecting TriSalus's business or industry; (xxi) TriSalus’s ability to manage future growth; (xxii) TriSalus’s
ability to maintain and grow its market share; (xxiii) the effects of competition on TriSalus’s business; (xxiv) the
ability of MedTech or the combined company to raise additional financing in connection with the Business Combination or to finance its
operations in the future; (xxv) the ability to implement business plans, forecasts and other expectations after the completion of
the Business Combination, and identify and realize additional opportunities; (xxvi) costs related to the Business Combination; and
(xxvii) the failure to realize the anticipated benefits of the Business Combination or to realize estimated pro forma results and
the underlying assumptions, including with respect to estimated stockholder redemptions. The foregoing list of factors is not exclusive.
You should carefully
consider the foregoing factors and other risks and uncertainties described in the “Risk Factors” section of MedTech’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the
“SEC”) on March 2, 2022 (the “2021 Form 10-K”), MedTech’s definitive proxy statement dated November 4,
2022 related to the Meeting, as amended and supplemented by the Amendment No. 1 to the definitive proxy statement dated November 28,
2022 (the “Proxy Statement”), the preliminary proxy statement/prospectus on Form S-4 relating to the Business Combination,
which is expected to be filed by MedTech with the SEC and other documents filed by MedTech from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those
expressed or implied in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and none of MedTech, TriSalus, or any of their respective representatives
assume any obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. None of MedTech, TriSalus, or any of their respective representatives gives any assurance that either MedTech
or TriSalus will achieve its expectations.
Changes and Additional
Information in Connection with SEC Filing
MedTech intends to file a registration statement
on Form S-4 (the “Registration Statement”) that will include a proxy statement/prospectus of MedTech, that will be both the
proxy statement to be distributed to holders of MedTech’s common stock in connection with its solicitation of proxies for the vote
by MedTech’s stockholders with respect to the Business Combination and other matters as may be described in the Registration Statement,
as well as the prospectus relating to the offer and sale of the securities to be issued in the Business Combination. The Registration
Statement is not yet effective. The Registration Statement, including the proxy statement/prospectus contained therein, when it is declared
effective by the SEC, will contain important information about the Business Combination and the other matters to be voted upon at a meeting
of MedTech’s stockholders to be held to approve the Business Combination and other matters (the “Combination Meeting”).
MedTech may also file other documents with the SEC regarding the Business Combination. MedTech stockholders and other interested persons
are advised to read, when available, the Registration Statement, including the proxy statement/prospectus contained therein, as well as
any amendments or supplements thereto, because they will contain important information about the Business Combination. When available,
the definitive proxy statement /prospectus will be mailed to MedTech stockholders as of a record date to be established for voting on
the Business Combination and the other matters to be voted upon at the Combination Meeting.
Participation in Solicitation
MedTech and TriSalus and their respective directors
and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of MedTech’s stockholders
in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names
and interests in the Business Combination of MedTech’s directors and officers in MedTech’s filings with the SEC, including
MedTech’s registration statement on Form S-1, which was originally filed with the SEC on November 30, 2020, as amended,
the Proxy Statement, and MedTech’s 2021 Form 10-K. To the extent that holdings of MedTech’s securities have changed
from the amounts reported in MedTech’s 2021 Form 10-K, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in
the solicitation of proxies from MedTech’s stockholders in connection with the Business Combination will be set forth in the proxy
statement/prospectus forming a part of the Registration Statement. Investors and security holders of MedTech and TriSalus are urged to
carefully read in their entirety the proxy statement/prospectus and other relevant documents that will be filed with the SEC, when they
become available, because they will contain important information about the Business Combination.
Investors and security holders will be able to
obtain free copies of the proxy statement/prospectus and other documents containing important information about MedTech and TriSalus
through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by MedTech can be obtained free
of charge by directing a written request to MedTech Acquisition Corporation at 48 Maple Avenue, Greenwich, CT 06830.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING THEREOF OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any securities, or the solicitation of any proxy,
vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any offer, solicitation
or sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of such jurisdictions. This Current Report on Form 8-K is restricted by law; it is not intended for distribution
to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Form 8-K:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
MEDTECH ACQUISITION CORP. |
| |
|
| Dated: December 16, 2022 |
By: |
/s/ Christopher C. Dewey |
| |
Name: |
Christopher C. Dewey |
| |
Title: |
Chief Executive Officer |
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