UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
July 1, 2024
TRISALUS
LIFE SCIENCES, INC.
(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.) |
6272
W. 91st Ave., Westminster,
Colorado |
80031 |
(Address of principal executive offices) |
(Zip Code) |
(888)
321-5212
(Registrant’s telephone number, including
area code)
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 obligations of 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 |
Common
Stock, $0.0001 par value per share |
|
TLSI |
|
Nasdaq
Global Market |
Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
TLSIW |
|
Nasdaq
Global Market |
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.
On
July 1, 2024, TriSalus Life Sciences, Inc., a Delaware corporation (the “Company”), issued a press release announcing the
closing of (i) its previously announced offer (the “Offer”) to all holders of each class of certain outstanding warrants
(the “Warrants”), consisting of (a) the Company’s publicly-traded Warrants listed on the Nasdaq Global Market under
the symbol “TLSIW”, (b) certain Warrants issued in a private placement transaction occurring simultaneously with the closing
of the initial public offering of the Company and (c) certain Warrants issued for working capital requirements and payment of certain
expenses of the Company, 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, by and between the Company and Continental
Stock Transfer & Trust Company, which governs all of the Warrants. At the closing of the Offer and Consent Solicitation, the Company
issued 2,110,366 shares of Common Stock in exchange for the Warrants tendered in the Offer.
A copy of the press release
is attached as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 |
Financial Statements and Exhibits. |
(d)
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: July 1, 2024
Exhibit 99.1
TriSalus Life Sciences Announces
Completion of Exchange Offer and Consent Solicitation
WESTMINSTER, CO -- (BUSINESS
WIRE) – July 1, 2024 -- TriSalus Life Sciences® Inc. (“TriSalus” or the “Company”) (Nasdaq:
TLSI), an oncology company integrating its novel delivery technology with immunotherapy to transform treatment for patients with liver
and pancreatic tumors, announced today the closing of its previously announced exchange offer (the “Offer”) and consent solicitation
(the “Consent Solicitation”) relating to its warrants (the “Warrants”) identified in the Prospectus/Offer to
Exchange that forms a part of the Registration Statement (as defined below). The Company issued 2,110,366 shares of the Company’s
common stock, par value $0.0001 per share (“Common Stock”), in exchange for the Warrants tendered in the Offer.
As previously announced,
the Company and Continental Stock Transfer & Trust Company entered into the Warrant Amendment, dated June 26, 2024 (the “Warrant
Amendment”), with respect to only its publicly-traded Warrants (“Public Warrants”). Additionally, the Company’s
Registration Statement on Form S-4 (Registration No. 333- 279691), filed with the U.S. Securities and Exchange Commission (the “SEC”)
on May 24, 2024 (the “Registration Statement”), registering shares of Common Stock issuable in the Offer and pursuant to the
Warrant Amendment was declared effective by the SEC on June 25, 2024.
The Company engaged Oppenheimer
& Co. Inc. as the Dealer Manager and Solicitation Agent for the Offer and Consent Solicitation. Morrow Sodali LLC served as the Information
Agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company served as the Exchange Agent.
About TriSalus Life Sciences
TriSalus Life Sciences®
is an oncology focused medical technology business providing disruptive drug delivery technology with the goal of improving therapeutics
delivery to liver and pancreatic tumors.
The Company’s platform
includes devices that utilize a proprietary drug delivery technology and a clinical stage investigational immunotherapy. The Company’s
two FDA-cleared devices use its proprietary Pressure-Enabled Drug Delivery™ (PEDD™) approach to deliver a range of therapeutics:
the TriNav® Infusion System for hepatic arterial infusion of liver tumors and the Pancreatic Retrograde Venous Infusion System for
pancreatic tumors. PEDD is a novel delivery approach designed to address the anatomic limitations of arterial infusion for the pancreas.
The PEDD approach modulates pressure and flow in a manner that delivers more therapeutic to the tumor and is designed to reduce undesired
delivery to normal tissue, bringing the potential to improve patient outcomes. Nelitolimod, the Company’s investigational immunotherapeutic
candidate, is designed to improve patient outcomes by treating the immunosuppressive environment created by many tumors and which can
make current immunotherapies ineffective in the liver and pancreas. Patient data generated during Pressure-Enabled Regional Immuno-Oncology™
(PERIO) clinical trials support the hypothesis that nelitolimod delivered via PEDD may have favorable immune effects within the liver
and systemically. The target for nelitolimod, TLR9, is expressed across cancer types and the mechanical barriers addressed by PEDD are
commonly present as well. Nelitolimod delivered by PEDD will be studied across several indications in an effort to address immune dysfunction
and overcome drug delivery barriers in the liver and pancreas.
In partnership with leading
cancer centers across the country – and by leveraging deep immuno-oncology expertise and inventive technology development –
TriSalus is committed to advancing innovation that improves outcomes for patients. Learn more at trisaluslifesci.com and follow us on
X (formerly Twitter) and LinkedIn.
Forward-Looking Statements
Certain statements made
in this press release 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 “expect,” “will”
or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These
statements are based on various assumptions, whether or not identified in this press release, 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 uncertainty as to whether the Company will exercise its right to force exchange
the Public Warrants pursuant to the Warrant Amendment in the future; risks related to future market adoption of the Company’s offerings;
risks related to the Company’s marketing and growth strategies; risks associated with clinical
development and regulatory approval of drug delivery and pharmaceutical product candidates, including that future clinical results may
not be consistent with patient data generated during the Company’s clinical trials, the cost and timing of all development activities
and clinical trials, unexpected safety and efficacy data observed during clinical studies, changes in expected or existing competition
or market conditions, changes in the regulatory environment, unexpected litigation or other disputes, the
effects of competition on the Company’s future business; the risks discussed in the Company’s quarterly report on Form 10-Q
for the period ended March 31, 2024 under the heading “Risk Factors”; and the risks discussed in the Company’s Registration
Statement, under the heading “Risk Factors” and other documents of the Company filed, or to be filed, with the SEC. If any
of these risks materialize or any of the Company’s assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional risks that the Company presently does not know of or that
the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and
views as of the date of this press release. The Company anticipates that subsequent events and developments will cause the Company’s
assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the
Company specifically disclaims any obligation to do so except as required by applicable law. These forward-looking statements should not
be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking statements.
For Media and Investor Inquiries:
Argot Partners
212.600.1902
TriSalus@argotpartners.com
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