TriSalus Life Sciences, Inc S-4/A, filed Jul 14, 2023

TriSalus Life Sciences, Inc. (TLSI)

S-4/A 2023-07-14

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	Delaware			6770			85-3009869
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibits	Filing Date
2.1#	Agreement and Plan of Merger, dated as of November 11, 2022, by and among MedTech Acquisition Corporation, MTAC Merger Sub, Inc., and TriSalus Life Sciences, Inc. (included as Annex A-1 to this proxy statement/prospectus).	Form 8-K	001-39813	2.1	November 14, 2022
2.2	First Amendment to Agreement and Plan of Merger, dated as of April 4, 2023, by and among MedTech Acquisition Corporation, MTAC Merger Sub, Inc., and TriSalus Life Sciences, Inc. (included as Annex A-2 to this proxy statement/prospectus).	Form 8-K	001-39813	10.1	April 5, 2023
2.3	Second Amendment to Agreement and Plan of Merger, dated as of May 13, 2023, by and among MedTech Acquisition Corporation, MTAC Merger Sub, Inc., and TriSalus Life Sciences, Inc. (included as Annex A-3 to this proxy statement/prospectus).	Form 8-K	001-39813	10.1	May 13, 2023
2.4	Third Amendment to Agreement and Plan of Merger, dated as of July 5, 2023, by and among MedTech Acquisition Corporation, MTAC Merger Sub, Inc., and TriSalus Life Sciences, Inc. (included as Annex A-4 to this proxy statement/prospectus).	Form 8-K	001-39813	10.1	July 6, 2023
3.1	Amended and Restated Certificate of Incorporation of MTAC.	Form 8-K	001-39813	3.1	December 23, 2020
3.2	Bylaws of MTAC.	Form S-1	333-251037	3.3	November 30, 2020
3.3	Second Amended and Restated Certificate of Incorporation of Combined Company (included as Annex B to this proxy statement/prospectus).

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibits	Filing Date
3.4	Amended and Restated Bylaws of Combined Company (included as Annex C to this proxy statement/prospectus).
3.5	Amendment to Amended and Restated Certificate of Incorporation of MTAC.	Form 8-K	001-39813	3.1	December 19, 2022
3.6	Form of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of TriSalus Life Sciences, Inc. (included as Annex G to this proxy statement/prospectus).
3.7	Second Amendment to Amended and Restated Certificate of Incorporation.	Form 8-K	001-39813	3.1	June 15, 2023
4.1	Specimen Unit Certificate of MTAC.	Form S-1/A	333-251037	4.1	December 9, 2020
4.2	Specimen Class A Common Stock Certificate of MTAC.	Form S-1/A	333-251037	4.2	December 9, 2020
4.3	Specimen Warrant Certificate of MTAC (included in Exhibit 4.4).	Form S-1/A	333-251037	4.3	December 9, 2020
4.4	Warrant Agreement, dated December 17, 2020, by and between MTAC and Continental Stock Transfer & Trust Company.	Form 8-K	001-39813	4.1	December 23, 2020
5.1	Opinion of Foley & Lardner LLP regarding the validity of the securities.	Form S-4/A	333-269138	5.1	July 6, 2023
10.1	Form of Amended and Restated Registration Rights Agreement, by and among TriSalus Life Sciences, Inc., MedTech Acquisition Sponsor LLC, and certain former stockholders of TriSalus Life Sciences, Inc.	Form 8-K	001-39813	10.1	November 14, 2022
10.2	Form of Lock-up Agreement, by and among certain stockholders of TriSalus Life Sciences, Inc. and MedTech Acquisition Corporation.	Form 8-K	001-39813	10.2	November 14, 2022

		Incorporated by Reference
Exhibit	Description	Schedule/ Form	File Number	Exhibits	Filing Date
10.30	Letter Agreement, dated as of July 4, 2023, by and between MedTech Acquisition Corporation and MedTech Acquisition Sponsor LLC.	Form 8-K	001-39813	10.3	July 6, 2023
10.31	Promissory Note, dated December 30, 2021.	Form 8-K	001-39813	10.1	December 30, 2021
10.32	Promissory Note, dated January 28, 2022.	Form 8-K	001-39813	10.1	January 28, 2022
10.33	Form of Amendment No. 1 to Promissory Note of the Company.	Form 8-K	001-39813	10.1	December 2, 2022
10.34	Promissory Note of the Company, dated May 24, 2022.	Form 8-K	001-39813	10.1	May 26, 2022
21.1	List of Subsidiaries.	Form S-4	333-269138	21.1	January 6, 2023
23.1	Consent of WithumSmith+Brown, PC, independent registered public accounting firm of MTAC.	Form S-4/A	333-269138	23.1	July 6, 2023
23.2	Consent of KPMG LLP, independent registered public accounting firm of TriSalus.	Form S-4/A	333-269138	23.2	July 6, 2023
23.3	Consent of Foley & Lardner LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page to the initial filing of this registration statement).	Form S-4	333-269138	24.1	January 6, 2023
99.1	Consent of Mary Szela to be named as a director.	Form S-4	333-269138	99.1	January 6, 2023
99.2	Consent of Sean Murphy to be named as a director.	Form S-4	333-269138	99.2	January 6, 2023
99.3	Consent of Mats Wahlström to be named as a director.	Form S-4	333-269138	99.3	January 6, 2023
99.4	Consent of Andrew von Eschenbach to be named as a director.	Form S-4/A	333-269138	99.4	May 23, 2023
99.5	Consent of George Kelly Martin to be named as a director.	Form S-4/A	333-269138	99.5	May 23, 2023
99.6	Consent of David J. Matlin to be named as a director.	Form S-4/A	333-269138	99.6	May 23, 2023
99.7	Consent of Arjun Desai to be named as a director.	Form S-4/A	333-269138	99.7	May 23, 2023
99.8	Consent of Anil Singhal to be named as a director.	Form S-4/A	333-269138	99.8	May 23, 2023
99.9	Consent of Kerry Hicks to be named as a director.	Form S-4/A	333-269138	99.9	May 23, 2023

Signature	Title	Date
/s/ Christopher C. Dewey Christopher C. Dewey	Chief Executive Officer and Director	July 14, 2023
/s/ David J. Matlin David J. Matlin	Chief Financial Officer and Director	July 14, 2023
/s/ * Karim Karti	Chairman	July 14, 2023
/s/ * Martin Roche, MD	Director	July 14, 2023
/s/ * Thierry Thaure	Director	July 14, 2023
/s/ * Manuel Aguero	Director	July 14, 2023
/s/ * David L. Treadwell	Director	July 14, 2023