UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 13, 2023
MedTech Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39813 |
|
85-3009869 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
48
Maple Avenue,
Greenwich, CT |
|
06830 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (908) 391-1288
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name
of each
exchange on
which registered |
| Units, each consisting of one share of Class A common stock and one-third of one Redeemable Warrant |
|
MTACU |
|
The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 per share |
|
MTAC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
MTACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On November 11, 2022, MedTech Acquisition Corporation, a Delaware corporation
(“MTAC”), entered into an Agreement and Plan of Merger, as amended pursuant to that certain First Amendment to Agreement
and Plan of Merger, dated April 4, 2023 (as amended, the “Merger Agreement”), with MTAC Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of MTAC (“Merger Sub”), and TriSalus Life Sciences, Inc., a Delaware corporation
(“TriSalus”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger
Sub will merge with and into TriSalus (the “Merger”), with TriSalus surviving the Merger as a wholly owned subsidiary
of MTAC, and with TriSalus’ equity holders receiving shares of MTAC common stock, par value $0.0001 per share (the transactions
contemplated by the Merger Agreement and the related ancillary agreements, the “Business Combination”). Upon consummation
of the Business Combination, MTAC will be renamed “TriSalus Life Sciences, Inc.”
On May 13, 2023, MTAC, Merger Sub, and TriSalus further amended the
Merger Agreement (the “Amendment”) to, among other matters, (i) permit MTAC to seek the necessary stockholder approval
to file an amendment to its Amended and Restated Certificate of Incorporation to extend the period to consummate an initial business combination
to a date no later than September 22, 2023, (ii) clarify that no greenshoe or other investor-held options to purchase MTAC’s securities
will count towards the Available Closing Acquiror Cash (as defined in the Merger Agreement), and (iii) reduce the minimum Available Closing
Acquiror Cash condition to TriSalus’ obligations under the Merger Agreement from $60 million to $35 million. The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy
of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Changes and Additional Information in Connection with SEC Filing
In connection with the Merger Agreement and the proposed Business Combination,
MTAC filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File
No. 333-269138) (as amended, the “Registration Statement”), which includes a proxy statement/prospectus of MTAC that
will be both the proxy statement to be distributed to holders of MTAC’s common stock in connection with its solicitation of proxies
for the vote by MTAC’s stockholders with respect to the Business Combination and other matters as may be described in the Registration
Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the Business Combination. The Registration
Statement is not yet effective. The Registration Statement, including the proxy statement/prospectus contained therein, when it is declared
effective by the SEC, will contain important information about the Business Combination and the other matters to be voted upon at a meeting
of MTAC’s stockholders to be held to approve the Business Combination and other matters (the “Special Meeting”).
MTAC may also file other documents with the SEC regarding the Business Combination. MTAC stockholders and other interested persons are
advised to read, when available, the Registration Statement, including the proxy statement/prospectus contained therein, as well as any
amendments or supplements thereto, because they will contain important information about the Business Combination. When available, the
definitive proxy statement/prospectus will be mailed to MTAC stockholders as of a record date to be established for voting on the Business
Combination and the other matters to be voted upon at the Special Meeting.
Participation in Solicitation
MTAC and TriSalus and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the solicitation of proxies of MTAC’s stockholders in connection with the Business
Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination
of MTAC’s directors and officers in MTAC’s filings with the SEC, including MTAC’s registration statement on Form S-1,
which was originally filed with the SEC on November 30, 2020, as amended, MTAC’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, filed with the SEC on March 22, 2023, and the Registration Statement. To the extent that holdings of MTAC’s
securities have changed from the amounts reported in the Registration Statement, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants
in the solicitation of proxies from MTAC’s stockholders in connection with the Business Combination are included in the Registration
Statement and will be set forth in the definitive proxy statement/prospectus forming a part of the Registration Statement. Investors and
security holders of MTAC and TriSalus are urged to carefully read in their entirety the proxy statement/prospectus and other relevant
documents that will be filed with the SEC, when they become available, because they will contain important information about the Business
Combination.
Investors and security holders will be able to obtain free copies of
the proxy statement/prospectus and other documents containing important information about MTAC and TriSalus through the website maintained
by the SEC at www.sec.gov. Copies of the documents filed with the SEC by MTAC can be obtained free of charge by directing a written request
to MedTech Acquisition Corporation at 48 Maple Avenue, Greenwich, CT 06830.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING THEREOF
OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-Looking Statements
This Current Report on Form 8-K contains
certain “forward-looking statements” within the meaning of the United States federal securities laws regarding MTAC’s
or TriSalus’ expectations, hopes, beliefs, assumptions, intentions or strategies regarding the future including, without limitation,
statements regarding raising additional financing in connection with the Business Combination. 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 Current Report on Form 8-K and on the current
expectations of MTAC’s and TriSalus’ 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 Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of
MTAC’s securities; (ii) the risk that the Business Combination may not be completed by MTAC’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 Business Combination, including the approval of the Merger Agreement by the stockholders of MTAC, the satisfaction
of the minimum cash amount following any redemptions by MTAC’s public stockholders, and the receipt of certain governmental and
regulatory approvals; (iv) the lack of a third-party valuation in determining whether or not to pursue the Business Combination on the
terms set forth in the Merger Agreement; (v) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement; (vi) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere
with the Business Combination; (vii) the effect of the announcement or pendency of the Business Combination on TriSalus’ business
relationships, operating results and business generally; (viii) the risk that the Business Combination disrupts current plans and operations
of TriSalus; (ix) the outcome of any legal proceedings that may be instituted against TriSalus or MTAC related to the Merger Agreement
or the Business Combination; (x) the ability to maintain the listing of MTAC’s securities on the Nasdaq; (xi) changes in business,
market, financial, political and legal conditions; (xii) unfavorable changes in the reimbursement environment for TriSalus’ products;
(xiii) TriSalus’ product candidates not achieving success in preclinical or clinical trials or not being able to obtain regulatory
approval, either on a timely basis or at all or subject to any conditions that negatively impact TriSalus’ ability to commercialize
the applicable product candidates; (xiv) TriSalus being unable to continue to grow TriNav Infusion System (“TriNav”)
sales; (xv) the size of the addressable markets for TriNav and SD-101, if successfully developed and approved by the applicable regulatory
authorities, being less than TriSalus currently estimates; (xvi) TriSalus’ ability to successfully commercialize any product candidates
that it successfully develops and that are approved by applicable regulatory authorities; (xvii) TriSalus’ ability to continue to
fund preclinical and clinical trials for SD-101; (xviii) TriSalus’ ability to partner with other companies; (xix) future economic
and market conditions; (xx) the development, effects and enforcement of laws and regulations affecting TriSalus' business or industry;
(xxi) TriSalus’ ability to manage future growth; (xxii) TriSalus’ ability to maintain and grow its market share; (xxiii) the
effects of competition on TriSalus’ business; (xxiv) the ability of MTAC or the combined company to raise additional financing in
connection with the Business Combination or to finance its operations in the future; (xxv) the ability to implement business plans, forecasts
and other expectations after the completion of the Business Combination, and identify and realize additional opportunities; (xxvi) costs
related to the Business Combination; (xxvii) the failure to realize the anticipated benefits of the Business Combination or to realize
estimated pro forma results and the underlying assumptions, including with respect to estimated stockholder redemptions; and (xxviii)
other risks and uncertainties indicated from time to time in the Registration Statement, including those under the “Risk Factors”
section therein and in MTAC’s other filings with the SEC. The foregoing list of factors is not exclusive.
MTAC’s other SEC filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those expressed
or implied in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and none of MTAC, TriSalus, or any of their respective representatives assume
any obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future
events, or otherwise. None of MTAC, TriSalus, or any of their respective representatives gives any assurance that either MTAC or TriSalus
will achieve its expectations.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell,
a solicitation of an offer to buy or a recommendation to purchase any securities, or the solicitation of any proxy, vote, consent or approval
in any jurisdiction in connection with the Business Combination, nor shall there be any offer, solicitation or sale of securities in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of such jurisdictions. This communication is restricted by law; it is not intended for distribution to, or use by any person in,
any jurisdiction where such distribution or use would be contrary to local law or regulation. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
MedTech Acquisition Corporation |
| |
|
| Dated: May 15, 2023 |
By: |
/s/ Christopher C. Dewey |
| |
|
Name: |
Christopher C. Dewey |
| |
|
Title: |
Chief Executive Officer |
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