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 that it has
commenced an exchange offer (the “Offer”) and consent solicitation
(the “Consent Solicitation”) relating to its warrants (the
“Warrants”) identified in the Prospectus/Offer to Exchange (as
defined below). The purpose of the Offer and Consent Solicitation
is to simplify the Company’s capital structure and reduce the
potential dilutive impact of the Warrants, thereby providing the
Company with more flexibility for financing its operations in the
future.
The Company is offering to all holders of each class of its
Warrants, consisting of (i) its publicly-traded Warrants (the
“Public Warrants”), (ii) certain Warrants issued in a private
placement transaction occurring simultaneously with the closing of
the initial public offering of the Company (the “Private Placement
Warrants”), and (iii) certain Warrants issued for working capital
requirements and payment of certain expenses of the Company
(“Working Capital Warrants”), the opportunity to receive 0.30
shares of common stock of the Company, par value $0.0001 per share
(“Common Stock”), in exchange for each Warrant tendered by the
holder and exchanged pursuant to the Offer. Pursuant to the Offer,
the Company is offering up to an aggregate of 4,264,532 shares of
its Common Stock in exchange for the Warrants.
Concurrently with the Offer, the Company is also soliciting
consents from holders of the Warrants to amend the warrant
agreement that governs all of the Warrants (the “Warrant
Agreement”) to permit the Company to require that all of the
Exchange Warrants (as defined below) that are outstanding upon the
closing of the Offer be exchanged, at the Company’s option
(including the Company’s option to exchange all of the Exchange
Warrants of one or more classes of Warrants without being obligated
to exchange all of the Exchange Warrants of any other class of
Warrants) into shares of Common Stock at a ratio of 0.27 shares of
Common Stock per such Warrant, which is a ratio 10% less than the
exchange ratio applicable to the Offer (such amendment, the
“Warrant Amendment”). Parties representing approximately 34.8% of
the Public Warrants have agreed to tender their Public Warrants in
the Offer and to consent to the Warrant Amendment in the Consent
Solicitation pursuant to tender and support agreements (each, a
“Tender and Support Agreement”). Accordingly, if holders of an
additional approximately 15.3% of the outstanding Public Warrants
consent to the Warrant Amendment in the Consent Solicitation, and
the other conditions described in the Prospectus/Offer to Exchange
are satisfied or waived, then the Warrant Amendment will be adopted
with respect to the Public Warrants. Although the Company has not
received Tender and Support Agreements with respect to the Private
Placement Warrants and Working Capital Warrants, assuming the
Public Warrant Consent Threshold (as defined below) is met, the
Warrant Amendment may be adopted with respect to either the Private
Placement Warrants or the Working Capital Warrants if the Private
Placement Warrant Consent Threshold or Working Capital Warrant
Consent Threshold (each as defined below) is met, as
applicable.
Pursuant to the terms of the Warrant Agreement, certain
amendments, including the Warrant Amendment, require the vote or
written consent of holders of at least a majority of the then
outstanding (i) Public Warrants (such threshold, the “Public
Warrant Consent Threshold”), (ii) Private Placement Warrants with
respect to modifications or amendments that apply to the Private
Placement Warrants (such threshold, the “Private Placement Warrant
Consent Threshold”) or any provision of the Warrant Agreement with
respect to the Private Placement Warrants, including the Warrant
Amendment, and (iii) Working Capital Warrants with respect to
modifications or amendments that apply to the Working Capital
Warrants (such threshold, the “Working Capital Warrant Consent
Threshold,” and together with the Public Warrant Consent Threshold
and the Private Placement Warrant Consent Threshold, as applicable,
the “Consent Threshold”) or any provision of the Warrant Agreement
with respect to the Working Capital Warrants, including the Warrant
Amendment. As a result, in order to amend the Warrant Agreement
with respect to the (i) Public Warrants, consent of a majority of
the Public Warrants is required and (ii) Private Placement Warrants
or Working Capital Warrants, consent of a majority of the Public
Warrants is required, in addition to consent of a majority of the
Private Placement Warrants or Working Capital Warrants, depending
on the class amended. As used herein, “Exchange Warrants” means the
(i) Public Warrants if the Public Warrant Consent Threshold is
obtained in the Offer and Consent Solicitation, (ii) Private
Placement Warrants if the Private Placement Warrant Threshold is
obtained in the Offer and Consent Solicitation, and/or (iii)
Working Capital Warrants if the Working Capital Warrant Threshold
is obtained in the Offer and Consent Solicitation, which means, in
such cases, the Warrant Amendment will be adopted with respect to
the class or classes of Warrants for which an applicable Consent
Threshold is obtained in the Offer and Consent Solicitation.
The Offer and Consent Solicitation will expire at one minute
after 11:59 p.m., Eastern Standard Time, on June 25, 2024, or such
later time and date to which the Company may extend (the
“Expiration Date”), as described in the Company’s Schedule TO (as
defined below) and Prospectus/Offer to Exchange. Tendered Warrants
may be withdrawn by holders at any time prior to the Expiration
Date in accordance with the terms of the Prospectus/Offer to
Exchange.
The Offer and Consent Solicitation are being made pursuant to a
Prospectus/Offer to Exchange, dated May 24, 2024, and Schedule TO,
dated May 24, 2024, each of which have been filed with the U.S.
Securities and Exchange Commission (the “SEC”) and more fully set
forth the terms and conditions of the Offer and Consent
Solicitation.
The Company’s Common Stock is listed on the Nasdaq Global Market
under the symbol “TLSI.” The Company’s Public Warrants are listed
on the Nasdaq Global Market under the symbol “TLSIW.” The Private
Placement Warrants and the Working Capital Warrants are not listed
on a securities exchange nor traded in an over-the-counter market.
As of May 23, 2024, a total of 14,215,112 Warrants were
outstanding, including 8,281,779 Public Warrants, 4,933,333 Private
Placement Warrants, and 1,000,000 Working Capital Warrants.
The Company has engaged Oppenheimer & Co. Inc. as the Dealer
Manager and Solicitation Agent for the Offer and Consent
Solicitation. Any questions or requests for assistance concerning
the Offer and Consent Solicitation may be directed to Oppenheimer
& Co. Inc. at (212) 667-8055 (toll-free). Morrow Sodali LLC has
been appointed as the Information Agent for the Offer and Consent
Solicitation, and Continental Stock Transfer & Trust Company
has been appointed as the Exchange Agent. Requests for documents
should be directed to Morrow Sodali LLC at (800) 662-5200 (for
individuals) or (203) 658-9400 (for banks and brokers) or via the
following email address: TLSI@investor.morrowsodali.com.
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.
Important Additional Information Has Been Filed with the
SEC
The Offer described in this press release commenced on May 24,
2024. On May 24, 2024, a registration statement on Form S-4 and
preliminary prospectus included therein (the “Prospectus/Offer to
Exchange”) and an exchange offer statement on Schedule TO (the
“Schedule TO”), including an offer to exchange, a letter of
transmittal and consent and related documents, were filed with the
SEC by the Company. The offer to exchange the outstanding Warrants
of the Company will only be made pursuant to the Prospectus/Offer
to Exchange and Schedule TO, including related documents filed as a
part of the Offer and Consent Solicitation. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROSPECTUS/OFFER TO EXCHANGE AND
SCHEDULE TO FILED OR TO BE FILED WITH THE SEC CAREFULLY, AS THEY
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND
SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE EXCHANGE OFFER, INCLUDING THE TERMS AND CONDITIONS OF
THE EXCHANGE OFFER. Investors and security holders may obtain a
free copy of these statements (when available) and other documents
filed with the SEC at the website maintained by the SEC at
www.sec.gov or by directing such requests to Morrow Sodali LLC at
(800) 662-5200 (toll-free). Investors and security holders may also
obtain, at no charge, the documents filed or furnished to the SEC
by the Company under the “Investors” section of the Company’s
website at investors.trisaluslifesci.com.
No Offer or Solicitation
This press release shall not constitute an offer to exchange or
the solicitation of an offer to exchange or the solicitation of an
offer to purchase any securities, nor shall there be any exchange
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. A
registration statement on Form S-4 relating to the securities to be
issued in the Offer has been filed with the SEC but has not yet
become effective. Such securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. The Offer and Consent Solicitation are being
made only through the Schedule TO and Prospectus/Offer to Exchange,
and the complete terms and conditions of the Offer and Consent
Solicitation are set forth in the Schedule TO and Prospectus/Offer
to Exchange.
None of the Company, any of its management or its board of
directors, or the Information Agent, the Exchange Agent or the
Dealer Manager and Solicitation Agent makes any recommendation as
to whether or not holders of Warrants should tender Warrants for
exchange in the Offer or consent to the Warrant Amendment in the
Consent Solicitation.
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 “become,” “may,” “intend,” “will,” “expect,” “anticipate,”
“believe” or other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. These forward-looking statements may include, but are not
limited to, statements regarding the consummation of the Offer and
Consent Solicitation, the timing of the Expiration Date, the future
effectiveness of the registration statement on Form S-4, the
approval by the holders of Warrants of the Warrant Amendment and
subsequent entry into the Warrant Amendment, the effects of the
Offer on our capital structure and expected changes to the dilutive
impact of the Warrants. 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
Company’s ability to successfully complete the Offer and Consent
Solicitation; the number of holders of Warrants that approve the
Warrant Amendment in the Consent Solicitation; the timing and
results of the SEC review of the registration statement on Form S-4
filed on May 24, 2024, if any; the Company’s ability to attract and
retain customers and expand customers’ use of the Company’s
products; risks relating to market, financial, political and legal
conditions; risks relating to the uncertainty of the projected
financial and operating information with respect to the Company;
risks related to future market adoption of the Company’s offerings;
risks related to the Company’s marketing and growth strategies;
risks related to the Company’s ability to acquire or invest in
businesses, products or technologies that may complement or expand
its products, enhance its technical capabilities or otherwise offer
growth opportunities; 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 on Form S-4 filed on May 24, 2024, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240524121085/en/
For Media Inquiries: Stephanie Jacobson Argot Partners
610.420.3049 TriSalus@argotpartners.com For Investor
Inquiries: James Young SVP-Investor Relations/Treasurer
847.337.0655 james.young@trisaluslifesci.com
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