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.