TriSalus Life Sciences Reports Expiration and Results of Warrant Exchange Offer and Consent Solicitation

WESTMINSTER, Colo.--TriSalus Life Sciences® Inc. (“TriSalus” or the “Company”) (Nasdaq: TLSI), a company specializing in oncology with a focus on innovative delivery technology integrated with immunotherapy for liver and pancreatic tumor treatment, has announced the conclusion and results of its previously declared exchange offer and consent solicitation related to its warrants. The offer and solicitation period officially ended at 11:59 p.m. Eastern Standard Time on June 25, 2024.

The company proposed an exchange where holders of various classes of warrants—publicly traded warrants, private placement warrants, and working capital warrants—could receive 0.30 shares of TriSalus’s common stock in exchange for each tendered warrant. It was revealed earlier that holders representing approximately 34.8% of public warrants had committed to tender their warrants and consent to the warrant amendment through support agreements. However, no such agreements were made for private placement warrants or working capital warrants.

By the close of the solicitation period, the company reported that it had received tenders of 6,533,614 public warrants (including 9,185 public warrants tendered through guaranteed delivery), 504,685 private placement warrants, and no working capital warrants. This represents approximately 78.89% of the public warrants, 10.23% of the private placement warrants, and 0.00% of the working capital warrants. TriSalus plans to accept all validly tendered warrants for exchange and settlement by or before July 1, 2024.

Additionally, the company attained the necessary approval from 78.89% of the public warrants to amend the warrant agreement governing these warrants, which was sufficient to implement the amendment. However, they did not secure the required approval to amend the agreement for either the private placement warrants or working capital warrants. Consequently, TriSalus and Continental Stock Transfer & Trust Company formalized the amendment for the public warrants on June 26, 2024, but not for the other classes of warrants.

TriSalus also announced that its Registration Statement on Form S-4, which was filed with the SEC on May 24, 2024, became effective on June 25, 2024. This statement registers the shares of common stock issuable as part of the offer and pursuant to the warrant amendment.

Oppenheimer & Co. Inc. served as the Dealer Manager and Solicitation Agent for the exchange offer and consent solicitation. Morrow Sodali LLC served as the Information Agent, and Continental Stock Transfer & Trust Company acted as the Exchange Agent.

TriSalus Life Sciences is a medical technology company focused on oncology. It aims to enhance the delivery of therapeutics to liver and pancreatic tumors through its innovative drug delivery technology. The company’s FDA-cleared devices utilize the proprietary Pressure-Enabled Drug Delivery™ (PEDD™) method: the TriNav® Infusion System for liver tumors and the Pancreatic Retrograde Venous Infusion System for pancreatic tumors. The PEDD approach is designed to improve therapeutic delivery by modulating pressure and flow, thus aiming to reduce delivery to normal tissue and potentially enhance patient outcomes.

The company is also developing an investigational immunotherapy candidate, nelitolimod, which targets the immunosuppressive environment of many tumors that renders current immunotherapies less effective. Initial data from clinical trials suggest that nelitolimod, when delivered via PEDD, shows promising immune effects both in the liver and systemically. The target for nelitolimod, TLR9, is prevalent across various cancer types, and PEDD addresses common mechanical barriers in drug delivery.

Collaborating with leading cancer centers, TriSalus leverages its expertise in immuno-oncology and technology development to innovate and improve patient outcomes.

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