Trisalus Life Sciences, Inc. current report, 21 February 2023

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Business Context and Reporting Period

MedTech Acquisition Corporation (MTAC), a Delaware special purpose acquisition company, filed this Form 8-K on February 21, 2023, reporting an event occurring on the same date. MTAC had entered into a merger agreement with TriSalus Life Sciences, Inc. on November 11, 2022. Subject to customary closing conditions, MTAC Merger Sub will merge with TriSalus, with TriSalus surviving as a wholly owned subsidiary of MTAC. Following completion, MTAC is expected to be renamed TriSalus Life Sciences, Inc.

Key Financial Metrics

  • The filing does not provide revenue, earnings, cash flow, margins, debt, liquidity, valuation, or other operating or financial metrics.
  • The filing is primarily a Regulation FD disclosure regarding management and the proposed business combination.

Material Changes and Announcements

  • James Alecxih joined TriSalus in the newly created position of President, Device Technology Business.
  • The announcement was issued jointly by MTAC and TriSalus and furnished as Exhibit 99.1.
  • MTAC stated that its registration statement on Form S-4, File No. 333-269138, was not yet effective as of the filing date.

Outlook, Risks, and Contingencies

  • Completion of the business combination remains subject to the satisfaction or waiver of conditions in the merger agreement, including stockholder approval and effectiveness of the registration statement.
  • The definitive proxy statement/prospectus and related SEC filings are expected to contain important information regarding the transaction, voting matters, securities to be issued, and the interests of participating directors and officers.
  • MTAC and TriSalus may be deemed participants in the solicitation of MTAC stockholder proxies.
  • The filing states that it is not an offer to sell securities or a solicitation of an offer to buy securities or proxies. The transaction is not approved or endorsed by the SEC or any other regulatory authority.
  • The Item 7.01 information and Exhibit 99.1 are furnished, rather than filed, and are not subject to liability under Section 18 of the Exchange Act.

Investor Verification Items

  • Review the Form S-4 and definitive proxy statement/prospectus when available, including transaction terms, dilution, redemption rights, and required stockholder approvals.
  • Verify whether the registration statement has become effective and whether the business combination has closed.
  • Assess TriSalus’s financial condition, operating results, cash requirements, debt, and liquidity using the transaction filings and subsequent reports, as this 8-K provides no financial data.
  • Review the background and responsibilities of James Alecxih in the newly created device technology leadership role.