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 21, 2023, MTAC and TriSalus issued a joint press release announcing
that James Alecxih has joined TriSalus in the newly created role of President,
Device Technology Business. The press release is furnished hereto as Exhibit
99.1.
The information in this Item 7.01, including Exhibit 99.1, 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.
Changes and Additional Information in Connection with SEC Filing
In connection with the Merger Agreement 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, 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.
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 21, 2023.
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