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STANDBY EQUITY PURCHASE AGREEMENT
THIS STANDBY EQUITY PURCHASE
AGREEMENT (this "Agreement") dated as of October 2, 2023 is made by and between YA II PN, LTD.,
a Cayman Islands exempt limited partnership (the "Investor"), and TRISALUS LIFE SCIENCES, INC., a company
incorporated under the laws of the State of Delaware (the "Company").
WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the
Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $30,000,000 of the Company's
shares of common stock, par value $0.0001 per share (the "Common Shares");
Shares are listed for trading on the Nasdaq Global Market under the symbol "TLSI;" and
and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), or upon such other
exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions
to be made hereunder.
the parties hereto agree as follows:
Article I. Certain Definitions
shall have the meaning set forth in Section 2.01(d)(ii).
Amount" shall have the meaning set forth in Section 2.01(d)(i).
shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to Article II hereof.
shall mean the first Trading Day after expiration of the applicable Pricing Period for each Advance.
shall mean a written notice substantially in the form of Exhibit A attached hereto to the Investor executed by an officer of the
Company and setting forth the number of Advance Shares that the Company desires to issue and sell to the Investor and the applicable
Date" shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement)
an Advance Notice to the Investor, subject to the terms of this Agreement.
shall mean the Common Shares that the Company shall issue and sell to the Investor pursuant to the terms of this Agreement.
shall have the meaning set forth in Section 3.09.
shall have the meaning set forth in the preamble of this Agreement.
shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having
the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all
applicable laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable
laws that relate to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt
Practices Act of 1977, and (iii) any Sanctions laws.
shall mean a price per Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing (i) the aggregate
gross purchase price paid by the Investor for all Shares purchased pursuant to this Agreement, by (ii) the aggregate number of Shares
issued pursuant to this Agreement.
shall have the meaning set forth in Section 6.02(a).
shall have the meaning set forth in Section 2.02.
shall mean $30,000,000 of Common Shares.
shall have the meaning set forth in Section 12.04.
shall have the meaning set forth in Section 12.04.
shall mean the period commencing on the Effective Date and expiring upon the date of termination of this Agreement in accordance with
shall have the meaning set forth in the recitals of this Agreement.
shall have the meaning set forth in the preamble of this Agreement.
"Company Indemnitees"
shall have the meaning set forth in Section 5.02.
"Condition Satisfaction
Date" shall have the meaning set forth in Section 7.01.
shall have the meaning set forth in Section 6.12.
"Daily Traded Amount"
shall mean, for any Trading Day, the daily trading volume of the Company's Common Shares on the Principal Market during regular
trading hours on such Trading Day as reported by Bloomberg L.P.
shall mean the date hereof.
"Environmental Laws"
shall have the meaning set forth in Section 4.13.
shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
shall have the meaning set forth in Section 2.01(c)(iii).
shall have the meaning set forth in Section 2.01(d)(i).
shall have the meaning set forth in Section 4.06.
"Hazardous Materials"
shall have the meaning set forth in Section 4.13.
"Indemnified Liabilities"
shall have the meaning set forth in Section 5.01.
shall have the meaning set forth in the preamble of this Agreement.
"Investor Indemnitees"
shall have the meaning set forth in Section 5.01.
shall mean the Option 1 Market Price or Option 2 Market Price, as applicable.
Effect" shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material
adverse effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material
adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries,
taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely
basis its obligations under this Agreement.
Event" shall have the meaning set forth in Section 6.08.
Amount" in respect of each Advance Notice means the greater of: (i) an amount equal to 100% of the average of the Daily
Traded Amount for the 10 Trading Days immediately preceding the Advance Notice, or (ii) 1,000,000 Common Shares.
Price" or "MAP" shall mean the minimum price notified by the Company to the Investor in each Advance Notice,
shall have the meaning set forth in Section 4.30.
Price" shall mean the VWAP of the Common Shares during the Option 1 Pricing Period.
Price" shall mean the lowest daily VWAP of the Common Shares during the Option 2 Pricing Period.
Period" shall mean the period on the applicable Advance Notice Date with respect to an Advance Notice selecting an Option 1
Pricing Period commencing (i) if submitted to Investor prior to 9:00 a.m. Eastern Time on a Trading Day, the open of trading
on such day or (ii) if submitted to Investor after 9:00 a.m. Eastern Time on a Trading Day, upon receipt by the Company of
written confirmation (which may be by e-mail) of acceptance of such Advance Notice by the Investor (or the open of regular trading hours,
if later), and which confirmation shall specify such commencement time, and, in either case, ending on 4:00 p.m. New York City time
on the applicable Advance Notice Date.
Period" shall mean the three consecutive Trading Days commencing on the Advance Notice Date.
"Ownership Limitation"
shall have the meaning set forth in Section 2.01(c)(i).
shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.
"Plan of Distribution"
shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.
shall mean the Option 1 Pricing Period or Option 2 Pricing Period, as applicable.
shall mean the Nasdaq Stock Market; provided however, that in the event the Common Shares are ever listed or traded on the New York Stock
Exchange, or the NYSE American, then the "Principal Market" shall mean such other market or exchange on which the Common
Shares are then listed or traded to the extent such other market or exchange is the principal trading market or exchange for the Common
shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with
a Registration Statement.
"Prospectus Supplement"
shall mean any prospectus supplement to a Prospectus filed with the SEC from time to time pursuant to Rule 424(b) under the
Securities Act, including the documents incorporated by reference therein, including, without limitation, any prospectus supplement to