Trisalus Life Sciences, Inc. current report, 07 June 2023

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Business Context and Reporting Period

MedTech Acquisition Corporation, the SPAC that proposed combining with TriSalus Life Sciences, Inc., filed this Form 8-K for events occurring June 7, 2023. Under the Merger Agreement, a wholly owned subsidiary would merge with TriSalus, with TriSalus surviving as a wholly owned subsidiary. Upon completion, MedTech Acquisition Corporation would be renamed TriSalus Life Sciences, Inc.

Key Transaction and Financial Terms

  • Investors subscribed for 1,785,502 shares of proposed Series A Convertible Preferred Stock at $10.00 per share, for aggregate gross proceeds of $17.855 million.
  • The subscriptions are scheduled to close concurrently with the Business Combination and remain subject to customary closing conditions, including filing the Series A Certificate of Designations.
  • Each preferred share initially converts into one common share at an initial conversion price of $10.00, subject to customary adjustments and specified resets at the 18-month and 47-month anniversaries of closing.
  • The preferred stock carries an annual cumulative dividend of 8.0% of the $10.00 per-share amount. Dividends may be paid in cash, common stock, or a combination, at the Company’s option.
  • The preferred stock ranks senior to common stock for dividends and liquidation distributions, participates equally in common-stock dividends, and generally votes with common stock.
  • All outstanding preferred stock automatically converts on the fourth anniversary of the Business Combination; holders may also elect conversion earlier.
  • The Sponsor agreed to backstop a shortfall if its members, affiliates, related parties, or designees do not purchase at least $2.0 million of Series A Preferred Stock, excluding certain $3.0 million subscriptions by Sponsor members described in the filing.

Material Changes Versus the Prior Comparable Period

This is a transaction-related Form 8-K rather than a periodic financial report. The filing does not provide comparable-period revenue, profit, cash flow, operating margin, debt, liquidity, or other historical financial metrics. The material development is the execution of the Series A preferred-stock subscriptions and the related Sponsor backstop in support of the proposed Business Combination.

Guidance, Outlook, Risks, and Unusual Items

  • The Form S-4 registration statement covering the Business Combination was not yet effective as of the filing date. Stockholder approval and other closing conditions remained outstanding.
  • The Company must generally file a resale registration statement for the conversion shares within 30 days after closing and seek effectiveness within 90 days, or 120 days if the SEC reviews and comments on the filing.
  • The preferred stock will be issued in an unregistered transaction relying on Section 4(a)(2) and/or Regulation D of the Securities Act.
  • Key disclosed risks include failure or delay in completing the Business Combination, inability to meet minimum cash requirements after redemptions, failure to obtain an extension of the SPAC deadline, failure of subscription conditions, regulatory or stockholder approval issues, Nasdaq listing risk, financing needs, reimbursement changes affecting TriSalus, transaction costs, litigation, and failure to achieve anticipated benefits.
  • The filing contains forward-looking statements concerning financing, the Business Combination, post-closing plans, and anticipated benefits. Management disclaims any obligation to update these statements.

Important Facts for Investors to Verify

  • Whether the Business Combination ultimately closes and the required stockholder, regulatory, minimum-cash, and other conditions are satisfied.
  • The final amount of Series A Preferred Stock issued, including any Sponsor backstop funding and any effects of redemptions.
  • The final Certificate of Designations, including dividend accrual, conversion mechanics, price-reset provisions, voting rights, and liquidation preferences.
  • The effective terms and timing of the resale registration statement for conversion shares.
  • The Company’s post-closing cash balance, financing requirements, capitalization, dilution, and ability to maintain Nasdaq listing.
  • TriSalus’s underlying revenue, profitability, cash flow, debt, liquidity, reimbursement exposure, and operating outlook, which are not provided in this 8-K.