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 (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 "Common Stock" and 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 April 4, 2023, MTAC, Merger Sub, and TriSalus amended the Merger Agreement
(the "Amendment") to, among other matters, provide for the assumption by MTAC of
any restricted stock unit awards under TriSalus' existing equity plan that are
outstanding as of immediately prior to the closing of the Business Combination,
which will be converted into restricted stock unit awards covering shares of
Common Stock. 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, as amended, 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, as amended, 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, as amended; (v) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement, as
amended; (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, as amended,
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 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
Exhibit
No. Description
10.1 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.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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