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
(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.”
In connection with the entry into the Merger Agreement, on November
11, 2022, MTAC, TriSalus and Magnetar Capital LLC (the “Investor”) entered into a non-binding term sheet (the “Term
Sheet”) providing for the sale and issuance of up to $50,000,000 of 8.0% senior secured convertible notes by MTAC concurrent
with the closing of the Business Combination. On March 4, 2023, MTAC, TriSalus and the Investor amended the Term Sheet (the “Amendment”)
to increase the cap for the reimbursement of the Investor’s expenses incurred in connection with the transactions contemplated in
the Term Sheet from $300,000 to $600,000. 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 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, 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 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 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.