Item 7.01 Regulation FD Disclosure.
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 (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 February 16, 2023, MTAC and TriSalus issued a joint press release announcing
that TriSalus posted an updated investor presentation highlighting additional
Phase 1 and 1b clinical data from its ongoing Pressure-Enabled Regional
Immuno-Oncology -01 and -02 clinical studies for primary and metastatic liver
tumors. The press release is furnished hereto as Exhibit 99.1.
Also furnished as Exhibit 99.2 hereto and incorporated herein by reference is
the updated investor presentation announced in the joint press release that may
be used from time to time by MTAC and TriSalus in connection with the Business
Combination.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of MTAC under the U.S. Securities Act
of 1933, as amended (the "Securities Act") or the Exchange Act, regardless of
any general incorporation language in such filings. This Current Report on Form
8-K will not be deemed an admission as to the materiality of any information in
this Item 7.01, including Exhibit 99.1 and 99.2.
Changes and Additional Information in Connection with SEC Filing
In connection with the Merger Agreement and the proposed Business Combination,
MTAC filed with 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
U.S. Securities and Exchange Commission (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, 2021, filed
with the SEC on March 2, 2022 (the "2021 Form 10-K"), 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: (i)
the tolerability of SD-101 infusion with TriSalus' TriNav Infusion System
("TriNav"), (ii) the potential of TriSalus' proprietary Pressure-Enabled Drug
Delivery™ method to enable SD-101 to have broad immune effects including
depletion of myeloid-delivered suppressor cells, (iii) expectations for
continuing program development, and (iv) expectations and timing for topline
data and regulatory approval. 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) risks 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 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
Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated February 16, 2023.
99.2 Investor Presentation
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