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TriSalus Life Sciences Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants DENVER -- (BUSINESS WIRE)

Key Takeaway: TriSalus Life Sciences has initiated an exchange offer and consent solicitation concerning its warrants to streamline its capital structure. The initiative aims to mitigate the dilutive impact of the warrants by providing holders an opportunity to exchange them for shares of common stock. The company has already garnered support from a significant portion of Public Warrants holders, but the effectiveness of the proposal hinges on further consent from a majority. The offer will expire on June 25, 2024, or may be extended by the company.

Market Sentiment Analysis

POSITIVE FACTORS

  • TriSalus is simplifying its capital structure, which may enhance operational flexibility.
  • The company has secured agreement from 34.8% of Public Warrants holders to support the offer.
  • The exchange offer may lead to reduced dilution for existing shareholders.

CONCERNS & RISKS

  • The success of the Warrant Amendment relies heavily on obtaining additional consents from Public Warrants holders.
  • There is uncertainty as the Private Placement and Working Capital Warrants holders have not yet consented.

Full Press Release Details

TriSalus Life Sciences Announces
Commencement of Exchange Offer and
Consent Solicitation Relating to Warrants
DENVER -- (BUSINESS WIRE)
-- May 24, 2024 -- 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
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 -
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

Frequently Asked Questions

What is TriSalus Life Sciences planning?

TriSalus has initiated an exchange offer and consent solicitation for its warrants.

How many shares are offered in the exchange?

The company is offering up to 4,264,532 shares of common stock for the exchange.

What is the deadline for the exchange offer?

The exchange offer expires on June 25, 2024, at 11:59 p.m. Eastern Time.

Who can participate in the exchange offer?

Holders of public, private placement, and working capital warrants can participate.

How can questions about the offer be addressed?

Inquiries can be directed to Oppenheimer & Co. at (212) 667-8055.

Last updated: May 24, 2024