TriSalus Life Sciences Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to Warrants
27 June 2024 - 7:45AM
Business Wire
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 the expiration
and results of its previously announced exchange offer (the
“Offer”) and consent solicitation (the “Consent Solicitation”)
relating to its warrants (the “Warrants”) identified in the
Prospectus/Offer to Exchange that forms a part of the Registration
Statement (as defined below). The Offer and Consent Solicitation
expired one minute after 11:59 p.m., Eastern Standard Time, on June
25, 2024.
Pursuant to the Offer, the Company offered 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 the Company’s common stock, par value $0.0001 per share
(“Common Stock”), in exchange for each Warrant tendered by the
holder and exchanged pursuant to the Offer. As previously
disclosed, parties representing approximately 34.8% of the Public
Warrants agreed to tender their Public Warrants in the Offer and to
consent to the Warrant Amendment (as defined below) in the Consent
Solicitation pursuant to tender and support agreements. The Company
did not receive tender and support agreements with respect to the
Private Placement Warrants or Working Capital Warrants.
The Offer and Consent Solicitation expired at one minute after
11:59 p.m., Eastern Standard Time, on June 25, 2024. The Company
has been advised that the Warrants tendered were comprised of
6,533,614 Public Warrants (including 9,185 Public Warrants tendered
through guaranteed delivery), 504,685 Private Placement Warrants,
and 0 Working Capital Warrants, which represents approximately
78.89%, 10.23% and 0.00% of the outstanding Warrants of each
respective class, were validly tendered and not validly withdrawn
prior to the expiration of the Offer and Consent Solicitation. The
Company expects to accept all validly tendered Warrants for
exchange and settlement on or before July 1, 2024.
In addition, pursuant to the Consent Solicitation, the Company
received the approval of approximately 78.89% of the outstanding
Public Warrants to amend the warrant agreement that governs the
Warrants (the “Warrant Amendment”), which represents a majority of
the outstanding Public Warrants required to effect the Warrant
Amendment with respect to the Public Warrants. Pursuant to the
Consent Solicitation, the Company did not receive the requisite
approval to effect the Warrant Amendment with respect to either the
Private Placement Warrants or Working Capital Warrants.
Accordingly, the Company and Continental Stock Transfer & Trust
Company entered into the Warrant Amendment, dated June 26, 2024,
with respect to the Public Warrants but not the Private Placement
Warrants or Working Capital Warrants.
The Company also announced that its Registration Statement on
Form S-4 (Registration No. 333- 279691), filed with the U.S.
Securities and Exchange Commission (the “SEC”) on May 24, 2024 (the
“Registration Statement”), registering shares of Common Stock
issuable in the Offer and pursuant to the Warrant Amendment was
declared effective by the SEC on June 25, 2024.
Oppenheimer & Co. Inc. served as the Dealer Manager and
Solicitation Agent for the Offer and Consent Solicitation. Morrow
Sodali LLC served as the Information Agent for the Offer and
Consent Solicitation, and Continental Stock Transfer & Trust
Company served as the Exchange Agent.
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 – TriSalus is committed to advancing
innovation that improves outcomes for patients. Learn more at
trisaluslifesci.com and follow us on X (formerly Twitter) and
LinkedIn.
No Offer or Solicitation
This press release shall not constitute an offer to exchange or
the solicitation of an offer to exchange or the solicitation of an
offer to purchase any securities, nor shall there be any exchange
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
The Registration Statement filed with the SEC registering shares of
Common Stock issuable in the Offer and pursuant to the Warrant
Amendment was declared effective by the SEC on June 25, 2024.
Forward-Looking Statements
Certain statements made in this press release are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, and are subject to the safe harbor created
thereby under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “expect,” “will” or other similar expressions that predict
or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements may include,
but are not limited to, statements regarding the Company’s
acceptance of all validly tendered Warrants for exchange of shares
of Common Stock in the Offer and settlement thereof. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of the Company’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and may differ from assumptions. Many actual
events and circumstances are beyond the control of the Company.
These forward-looking statements are subject to a number of risks
and uncertainties, including, without limitation: the Company’s
ability to successfully accept all validly tendered Warrants for
exchange of shares of Common Stock; the uncertainty as to whether
the Company will exercise its right to force exchange the Public
Warrants pursuant to the Warrant Amendment in the future; risks
related to future market adoption of the Company’s offerings; risks
related to the Company’s marketing and growth strategies; 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, changes
in expected or existing competition or market conditions, changes
in the regulatory environment, unexpected litigation or other
disputes, the effects of competition on the Company’s future
business; the risks discussed in the Company’s quarterly report on
Form 10-Q for the period ended March 31, 2024 under the heading
“Risk Factors”; and the risks discussed in the Company’s
Registration Statement, under the heading “Risk Factors” and other
documents of the Company filed, or to be filed, with the SEC. If
any of these risks materialize or any of the Company’s assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that the Company presently does not know of or
that the Company currently believes are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect the Company’s expectations, plans or forecasts of future
events and views as of the date of this press release. The Company
anticipates that subsequent events and developments will cause the
Company’s assessments to change. However, while the Company may
elect to update these forward-looking statements at some point in
the future, the Company specifically disclaims any obligation to do
so except as required by applicable law. These forward-looking
statements should not be relied upon as representing the Company’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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For Media and Investor Inquiries: Argot Partners
212.600.1902 TriSalus@argotpartners.com
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