Full Press Release Details
TriSalus Life Sciences Announces $22.0 Million
Preliminary Q1 2025 Unaudited Financial Results
Funding Anticipated to Accelerate Applications
Already in Use and New Additional Potential Applications
Anticipated Preferred Stock Exchange to Simplify
Private Placement Expected to Fund Business
Healthcare Focused Long-term Investors Support
- April 30, 2025 - TriSalus Life Sciences, Inc. (Nasdaq: TLSI) (the "Company"), an oncology focused
medical technology business seeking to transform outcomes for patients with solid tumors by integrating its innovative delivery technology
with standard-of-care therapies, and with its investigational immunotherapeutic, nelitolimod, a class C Toll-like receptor 9 agonist,
for a range of different therapeutic and technology applications, today announces preliminary financial results for Q1 2025 and that it
has entered into a securities purchase agreement with certain investors for shares of its common stock to raise approximately $22.0 million
in gross proceeds. Additionally, as further described below, the Company committed to commence an exchange offer with respect to its outstanding
Series A Convertible Preferred Stock (the "Preferred Stock"), which is intended to simplify the Company's capital structure.
Preliminary Unaudited First Quarter 2025 Financial Results
Full financial results for the quarter ended March 31, 2025 are in
the process of being finalized, however, initial and preliminary results show revenue, driven solely by the TriNav Infusion
System, of approximately $9.2 million for the first quarter of 2025. This represents growth of approximately 42% versus the
first quarter of 2024.
The private placement is being led by Nantahala Capital and includes
investments by Broadfin Holdings and additional healthcare-focused institutional investors. Canaccord Genuity is acting as the sole placement
agent for the private placement.
The Company will issue an aggregate of 5,500,000 shares of its common
stock at a purchase price of $4.00 per share. The private placement is expected to close on or about May 2, 2025, subject to satisfaction
of customary closing conditions. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission
(the "SEC") registering the resale of the shares of common stock issued in the private placement and intends to use the net
proceeds from the private placement for working capital and general corporate purposes.
The offer and sale of the foregoing securities are being made in a
transaction not involving a public offering and the securities to be sold in the private placement have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state or other applicable jurisdiction's securities
laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements
of the Securities Act and applicable state or other jurisdictions' securities laws.
Simplifying the Capital Structure
In connection with the private placement, TriSalus has entered into
a Tender and Support Agreement with certain holders representing approximately 55% of outstanding shares of Preferred Stock. The Company
The Company expects to launch the exchange offer by the end of the
second quarter of 2025 and to hold the special meeting in the third quarter of 2025. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offering of the securities under the resale registration
statement will only be made by means of a prospectus.
About Preliminary Financial Results
The preliminary results set forth above are unaudited, are based on
management's initial review of the Company's results for the quarter ended March 31, 2025, and are subject to revision
based upon the Company's quarter-end closing procedures. Actual results may differ materially from these preliminary unaudited results
following the completion of quarter-end closing procedures, final adjustments or other developments arising between now and the time that
the Company's financial results are finalized. In addition, these preliminary unaudited results are not a comprehensive statement
of the Company's financial results for the quarter ended March 31, 2025, should not be viewed as a substitute for full, unaudited
financial statements for the quarter ended March 31, 2025, and are not necessarily indicative of the Company's results for any future
About TriSalus Life Sciences
TriSalus Life Sciences is an oncology company
integrating novel delivery technology with immunotherapy to transform treatment for patients with 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. The PEDD technology 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 the PEDD technology 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 the PEDD technology are commonly present as well. The Company is in the final stages of data completion
for a number of phase 1 clinical trials and will begin exploring partnership opportunities for development.
Where You Can Find Additional Information
In connection with the Company's obligations under the securities
purchase agreement and Support Agreement, the Company intends to file a registration statement on Form S-4 containing a proxy
statement/prospectus, an exchange offer statement on Schedule TO (the "Schedule TO"), including an offer to exchange, a letter
of transmittal and consent and related documents, and other documents concerning the proposed Exchange Offer and Special Meeting with
the SEC. THE COMPANY URGES INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS, THE SCHEDULE TO AND THESE OTHER MATERIALS CAREFULLY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE EXCHANGE OFFER AND THE PROPOSED AMENDMENT. Investors
may obtain free copies of the proxy statement/prospectus, Schedule TO (in each case, when available) and other documents filed by the
Company with the SEC at the SEC's website at www.sec.gov. Free copies of these documents (when available) and the Company's
other SEC filings are also available on the Company's website at https://investors.trisaluslifesci.com/financials/sec-filings.
The Company and its directors, executive officers, certain members
of management and certain employees may be deemed, under SEC rules, to be participants in the solicitation of proxies with respect to
the proposed Exchange Offer and Special Meeting. Information regarding the Company's officers and directors is included in the Company's
Definitive Proxy Statement on Schedule 14A with respect to its 2025 Annual Meeting of Stockholders, which we expect to file with the SEC
on April 30, 2025. This document will be available free of charge at the SEC's website at www.sec.gov or by going to the Company's
website at https://investors.trisaluslifesci.com/financials/sec-filings. Additional information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed Special Meeting, and a description
of their direct and indirect interests in the proposed Exchange Offer, Amendment and other items that may be presented at the Special
Meeting, which may differ from the interests of the Company's stockholders generally, will be set forth in the proxy statement/prospectus
when it is filed with the SEC.
Forward Looking Statements
Statements made in this press release regarding matters that are
not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements. Such statements include, but are not limited to, statements regarding the completion and
timing of the private placement, the exchange offer and the special meeting, the approval and adoption of the amendment to the Certificate
of Designations and the gross proceeds the Company expects to receive from the private placement; the anticipated use of proceeds from
the private placement; the anticipated cash runway from the proceeds from the private placement; the Company's financial results
for the three months ended March 31, 2025; the Company's belief as to the factors causing the financial results; the benefits and
potential benefits of the Company's PEDD drug delivery technology, TriNav system and nelitolimod investigational immunotherapy,,
and the Company's ability to execute on its strategy. Risks that could cause actual results to differ from those expressed in these
forward-looking statements include risks associated with clinical development and regulatory approval of drug delivery and pharmaceutical
product candidates, including that future clinical results may not be consistent with patient data generated during the Company's
clinical trials, the cost and timing of all development activities and clinical trials, unexpected safety and efficacy data observed
during clinical studies, the risks associated with the credit facility, including the Company's ability to remain in compliance
with all its obligations thereunder to avoid an event of default, the risk that the Company will continue to raise capital through the
issuance and sale of its equity securities to fund its operations, the risk that the Company will not be able to achieve the applicable