Full Press Release Details
Sciences to Become Publicly Traded
Through Merger with MedTech Acquisition Corporation
Oncology Therapeutics Company Focused on Transforming
Cancer Treatment with
Proprietary Innovative Therapies and Disruptive Delivery Technology
Company Has a Differentiated and Fast-growing,
Commercial Drug Delivery Business;
Significant Potential Upside from Immunotherapy
Post-transaction, Expects to be Fully Funded
to Allow Key Data Read-Outs for Device and Immunotherapy Platform in Late 2024
Accelerates Access to Resources to Drive Continued
Commercialization of TriNav Infusion System and Advance SD-101 Clinical Programs
Expected Cash at Closing Includes Up to $50
Million from an Anticipated Convertible Note from Leading Institutional Investor
DENVER and FORT LAUDERDALE,
Fla., November 14, 2022 - TriSalus Life Sciences (the "Company" or
"TriSalus"), a privately held oncology therapeutics company integrating immunotherapy with disruptive delivery
technology to transform the treatment paradigm for patients with liver and pancreatic tumors, today announced it has entered into a
definitive merger agreement with MedTech Acquisition Corporation (Nasdaq: MTAC) ("MedTech"), a publicly traded special
purpose acquisition company. Upon the closing of the transaction, the combined company will be a publicly traded company and its
common stock is expected to be listed on the NASDAQ Stock Exchange under the ticker "TLSI". The transaction represents a
post-transaction market capitalization of approximately $244.4 million for TriSalus upon closing.
TriSalus Combines Proprietary Drug Delivery Technology and Therapeutics
Platform to Drive Better Patient Outcomes
TriSalus' proprietary platform approach addresses immune dysfunction
in liver and pancreatic tumors by combining its highly effective drug delivery technology with immunotherapeutics. The TriSalus platform
"TriSalus is scaling a differentiated, integrated and disruptive
approach to the treatment of tumors in the liver and pancreas, and this transaction is an important step forward in enabling better patient
outcomes," said Mary Szela, president and CEO of TriSalus. "Our commercial-stage drug delivery technology, together with the
continued development of our promising immunotherapeutic, positions TriSalus to capitalize on a significant opportunity in an area with
high unmet need. Partnering with MedTech accelerates our access to financial resources and brings us an experienced partner as we continue
to commercialize our TriNav device and advance our SD-101 clinical programs. We look forward to working together to achieve accelerated
growth and to bring hope to patients with liver and pancreatic tumors."
"This is an exciting day for our shareholders, and we could not
be more pleased to announce the signing of our merger agreement with TriSalus," said Chris Dewey, CEO of MedTech. "With multiple
value inflection points anticipated over the next 18 months, we believe that TriSalus' first-of-its-kind technology and deep expertise
in immuno-oncology, coupled with our team's success in commercializing medical device companies, will create significant value in
Transformational Upside Potential
Transaction Overview
The pending merger has been unanimously approved by the Boards of Directors
of both TriSalus and MedTech and is expected to close in the first quarter of 2023, subject to the satisfaction of the necessary regulatory
approvals and customary closing conditions, including the approval of MedTech's shareholders.
The board of the combined company post-close would be comprised of
nine members, of which seven are selected by TriSalus and two from MedTech. The leadership team will be the existing TriSalus team led
At the completion of the transaction, the company expects to have at
least $60 million in cash, assuming significant redemptions. The expected cash at closing includes up to $50 million from a convertible
note for which MedTech and the Company have entered into a non-binding term sheet with a leading institutional investor.
Additional information about the proposed merger, including a copy
of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by MedTech with the
Securities and Exchange Commission ("SEC") and available at www.sec.gov.
Cooley LLP is acting as legal counsel to TriSalus. Raymond James is
acting as exclusive financial advisor to MedTech and as the sole placement agent on the convertible offering, and Paul Hastings LLP is
serving as legal counsel to the placement agent. Foley & Lardner LLP is acting as legal counsel to MedTech.
Conference Call Information
TriSalus and MedTech will host a joint
conference call to discuss the proposed merger today, November 14, 2022, at 8:30 am Eastern Time. A live webcast of the conference
call and associated presentation materials will be accessible on TriSalus' investor relations page at https://trisaluslifesci.com/investors/.
A replay of the conference call will be available after completion of the conference call and can be accessed on the investor relations
About TriSalus Life Sciences
Life Sciences is an oncology therapeutics company integrating immunotherapy with disruptive delivery technology to transform
the treatment paradigm for patients with liver and pancreatic tumors. The company works to enable more patients to benefit from
established and emerging cancer treatments by overcoming intratumoral pressure and immunosuppression, significant barriers that can
limit delivery and efficacy. The proprietary TriSalus delivery method-Pressure-Enabled Drug Delivery (PEDD )-modulates
pressure and flow within blood vessels to improve therapy uptake and tumor response in ways traditional approaches cannot. Two
FDA-cleared devices utilize TriSalus' proprietary approach to delivery of therapeutics: the TriNav Infusion System and
the Pancreatic Retrograde Venous Infusion (PRVI )
in clinical trials across multiple indications, the TriSalus Platform
uses PEDD to administer the company's investigational immunotherapy,
SD-101, through a regional intravascular approach with the goal of strengthening immunotherapy responses for liver and pancreatic cancer
patients. 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
About MedTech Acquisition Corporation
MedTech Acquisition Corporation (Nasdaq: MTAC) is a blank check company
formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses or entities. MedTech has stated a focus on the medical technology industry in the United States and other
developed countries.
Forward-Looking Statements
This press release contains certain "forward-looking
statements" within the meaning of the United States federal securities laws regarding MedTech's or TriSalus's
expectations, hopes, beliefs, assumptions, intentions or strategies regarding the future including, without limitation, statements regarding:
(i) the size and growth potential of the markets for TriSalus's products and TriSalus's ability to serve those markets,
(ii) the degree of market acceptance and adoption of TriSalus's products, (iii) TriSalus's ability to compete with
other companies, (iv) expectations for topline data and regulatory approval, (v) the implied upside and implied valuation of
TriSalus, (vi) TriSalus's value and projected financial results, (vii) TriSalus's ability to partner with other companies,
and (viii) the potential results and benefits of the proposed business combination, the amount of cash to be delivered at closing
from MedTech's trust account and any additional financing in connection with the proposed business combination, and stockholder
value. These forward-looking statements generally are identified by words such as "anticipate," "believe," continue,"
"could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "strive,"
"would," "will" and similar expressions or the negative or other variations of such statements. These statements
are predictions, projections and other statements about future events that are based on various assumptions, whether or not identified
in this press release and on the current expectations of MedTech's and TriSalus's respective managements and are not predictions
of actual performance and, as a result, are subject to risks and uncertainties.
Many factors could cause actual results or developments to differ materially
from those expressed or implied by such forward-looking statements, including but not limited to: (i) the risk that the transaction
may not be completed in a timely manner or at all, which may adversely affect the price of MedTech's securities; (ii) the risk
that the transaction may not be completed by MedTech's business combination deadline and the potential failure to obtain an extension
of the business combination deadline; (iii) the failure to satisfy the conditions to the consummation of the transaction, including
the approval of the business combination agreement by the stockholders of MedTech, the satisfaction of the minimum cash amount following