TriSalus Life Sciences Begins Warrant Exchange Offer and Consent Solicitation

TriSalus Life Sciences Inc. ("TriSalus") has launched an exchange offer and consent solicitation pertaining to its existing warrants. This strategic move aims to streamline the capital structure of the company and mitigate potential dilution effects, enhancing operational flexibility for future financings.

TriSalus offers holders of its various warrant classes—the publicly-traded Warrants, Private Placement Warrants, and Working Capital Warrants—the opportunity to exchange these for common stock at a rate of 0.30 shares per Warrant. The company is allowing the exchange of up to 4,264,532 shares of common stock through this offer.

In tandem with the exchange, TriSalus seeks consent from Warrant holders to alter the governing agreement of these warrants. This amendment would enable TriSalus to mandate the exchange of all outstanding warrants into common stock at a reduced ratio of 0.27 shares per Warrant, should the offer's conditions be met. With parties representing 34.8% of Public Warrants on board, an additional 15.3% consent is needed to adopt the amendment for Public Warrants.

For the amendment to be effective, it requires majority consent from holders of Public Warrants, Private Placement Warrants, and Working Capital Warrants. If attained, the amendment would apply to the respective classes of Warrants where the threshold is met.

The offer and consent solicitation are set to expire on June 25, 2024, unless extended. Warrant holders can withdraw their tenders before the expiry. The terms of the offer are detailed in the documents filed with the U.S. Securities and Exchange Commission (SEC), including a registration statement on Form S-4 and a Schedule TO.

TriSalus is an oncology-focused company that integrates advanced drug delivery technology with immunotherapy to treat liver and pancreatic tumors. Their technology platform includes FDA-cleared devices like the TriNav® Infusion System and the Pancreatic Retrograde Venous Infusion System, which use Pressure-Enabled Drug Delivery™ (PEDD™) to enhance therapeutic delivery to tumors while minimizing impact on normal tissue. Additionally, their investigational drug, nelitolimod, aims to improve outcomes by overcoming tumor-induced immunosuppression.

The company collaborates with top cancer centers to advance its technology and improve patient outcomes. TriSalus’ common stock and Public Warrants are listed on the Nasdaq Global Market under the symbols "TLSI" and "TLSIW," respectively.

Oppenheimer & Co. Inc. has been appointed as the Dealer Manager and Solicitation Agent, while Morrow Sodali LLC and Continental Stock Transfer & Trust Company have been named Information Agent and Exchange Agent, respectively.

The completion of the offer is subject to various risks and uncertainties. These include the number of Warrant holders consenting to the amendment, the effectiveness of the filed registration statement, and broader market conditions, among others.

TriSalus remains committed to enhancing its platform and technology to provide better treatment options for cancer patients.