Business Context and Reporting Period
This Form 8-K was filed by MedTech Acquisition Corporation, a Delaware special purpose acquisition company, on December 9, 2021, with the report signed December 10, 2021. The provided metadata identifies Trisalus Life Sciences, Inc., but that company is not the registrant named in the filing.
The filing addresses previously issued financial statements for the periods ended December 22, 2020, December 31, 2020, March 31, 2021, June 30, 2021, and September 30, 2021.
Key Financial and Accounting Matters
- The company determined that its classification of redeemable Class A common stock was incorrect.
- All shares of Class A common stock subject to redemption should have been classified as temporary equity, rather than partly as permanent equity.
- The correction affects the presentation of additional paid-in capital, accumulated deficit, Class A common stock, and earnings per share.
- The company stated that the correction is material quantitatively and that previously issued financial statements should be restated.
- The filing does not provide revised revenue, profit, cash flow, margin, debt, or liquidity amounts.
- Management expects no impact on the company’s cash position or the balance held in its trust account.
Material Changes Versus Prior Comparable Period
Previously issued financial statements and related communications for the affected periods should no longer be relied upon. The company intends to file:
- An amended Form 10-K for the year ended December 31, 2020, including restated audited financial statements.
- An amended Form 10-Q for the quarter ended September 30, 2021, including restated unaudited financial statements for the affected interim periods.
Management Commentary, Controls, and Risks
- Management concluded that a material weakness existed in internal control over financial reporting.
- Disclosure controls and procedures were determined to be ineffective as of September 30, 2021.
- A remediation plan will be described in greater detail in the amended Form 10-K and Form 10-Q.
- The audit committee discussed the matter with WithumSmith+Brown, the company’s independent registered public accounting firm.
- The filing concerns a financial statement classification and presentation error; it does not indicate an expected change in cash or trust-account balances.
Investor Verification Items
- Verify that the filing pertains to MedTech Acquisition Corporation rather than Trisalus Life Sciences, Inc.
- Review the amended Form 10-K and Form 10-Q for the restated balance sheets, equity classifications, accumulated deficit, and earnings-per-share effects.
- Assess the company’s remediation plan and subsequent reporting on the material weakness and ineffective disclosure controls.
- Confirm that cash balances and trust-account amounts were unchanged after the restatement.
- Determine whether any additional investor communications, exchange filings, or auditor disclosures were issued regarding the restatement.