| Item 1.01 |
Entry into a Material Definitive Agreement. |
On November 11, 2022, MedTech
Acquisition Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, as amended
by that certain First Amendment to the Agreement and Plan of Merger, dated April 4, 2023 and that certain Second Amendment to the Agreement
and Plan of Merger, dated May 13, 2023 (as amended, the “Merger Agreement”), with MTAC Merger Sub, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“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 the Company, and with TriSalus’ equity holders receiving shares of Company 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, the Company will be renamed “TriSalus
Life Sciences, Inc.”
Subscription Agreements and Certificate of Designations for Series
A Convertible Preferred Stock
On June 7, 2023, the Company
and certain investors (collectively, the “Subscribers”) entered into subscription agreements (the “Subscription
Agreements”), pursuant to, and subject to the conditions of which, the Subscribers have collectively subscribed for and agreed
to purchase 1,785,502 shares of a to-be-authorized class of preferred stock, par value $0.0001 per share that will be designated as Series
A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”), at a purchase price of $10.00 per share,
resulting in an aggregate purchase price of $17,855,020. Upon issuance, each share of Series A Convertible Preferred Stock will be initially
convertible into one share of Common Stock. The closing of the purchase and sale of the Series A Convertible Preferred Stock (the “Closing”)
will occur concurrently with the closing of the Business Combination and is subject to the conditions in the Subscription Agreements,
including the filing of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate
of Designations”) specifying the terms of the Series A Convertible Preferred Stock, as described below, with the Secretary of
State of the State of Delaware. The Subscription Agreements contain customary representations, warranties, and covenants of the Company
and the Subscribers.
The Subscription Agreements
provide for certain registration rights with respect to the Common Stock issuable upon conversion of the Series A Convertible Preferred
Stock as well as any shares of Common Stock issued as payment of any Annual Dividends (as defined below). In particular, the Company is
required to file a registration statement (the “Registration Statement”) within 30 calendar days of the date of the
Closing registering the resale of the number of shares of Common Stock issuable upon the conversion of the Series A Convertible Preferred
Stock or issuable as payments of any Annual Dividends (the “Conversion Shares”), and the Company shall use its commercially
reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event
no later than 90 calendar days after the Closing (the “Effectiveness Deadline”); provided that the Effectiveness Deadline
shall be extended to 120 calendar days after the Closing if the Registration Statement is reviewed by, and comments thereto are provided
from, the Securities and Exchange Commission (the “SEC”). The Company must use commercially reasonable efforts to keep
the Registration Statement effective with respect to each Subscriber until the earliest to occur of (i) two years from the effective date
of the Registration Statement, (ii) the date on which such Subscriber ceases to hold any Series A Convertible Preferred Stock or Conversion
Shares issued pursuant to the Subscription Agreement and covered by the Registration Statement and (iii) the first date on which such
Subscriber can sell all of its Conversion Shares issued pursuant to the Subscription Agreement and covered by the Registration Statement
under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), without limitation as to the manner
of sale or the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current
public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable).
Pursuant to the Certificate
of Designations, the Series A Convertible Preferred Stock will rank senior to the Common Stock with respect to dividends and distributions
on liquidation, dissolution, or winding up the affairs of the Company. The Series A Convertible Preferred Stock will participate equally
in any dividends declared to holders of Common Stock and also carry an additional dividend at a rate per annum of 8.0% of $10.00 per share
of Series A Convertible Preferred Stock (as adjusted upon the occurrence of certain events), which shall accrue and accumulate on a daily
basis (the “Annual Dividends”). The Annual Dividends are payable, at the option of the Company, in cash, by issuing
shares of Common Stock, or any combination of cash and shares of Common Stock. The holders of Series A Convertible Preferred Stock will
be entitled to vote with the holders of Common Stock on all stockholder matters with each share of Series A Convertible Preferred Stock
entitling the holder to a number of votes equal to the quotient of (A) $10.00, divided by (B) the Minimum Price (as defined under Nasdaq
Listing Rule 5635(d)) of the Common Stock as determined at the time of the consummation of the Business Combination. Holders of Series
A Convertible Preferred Stock will also be entitled to a separate class vote on any modification to the Company’s certificate of
incorporation or the Certificate of Designations that adversely affects the powers, preferences, or rights of the Series A Convertible
Preferred Stock.
Pursuant to the Certificate
of Designations, the holders of Series A Convertible Preferred Stock have the right to convert all or any portion of their Series A Convertible
Preferred Stock into Conversion Shares at any time. All then outstanding Series A Convertible Preferred Stock is also automatically converted
into Conversion Shares on the four year anniversary of the Closing. The number of shares of Common Stock received per share of Series
A Convertible Preferred Stock upon conversion equals the sum of (a) $10.00 (as adjusted upon the occurrence of certain events) and (b)
any accrued, unpaid Annual Dividends, divided by the Conversion Price, with cash in-lieu of fractional shares. The “Conversion
Price” is initially equal to $10.00, but is subject to customary adjustments upon the occurrence of certain events. In addition,
the Conversion Price will reset upon the eighteen (18) and forty-seven (47) month anniversaries of the Closing to be equal to the lower
of (a) the then-current Conversion Price, and (b) the volume weighted average price of the Common Stock for the ten (10) trading days
preceding the applicable reset date (subject to a floor price equal to the greater of (i) $2.00 or (ii) twenty percent (20%) of the lower
of: (x) the closing price (as reflected on Nasdaq.com) of the Company’s Class A Common Stock immediately preceding the signing of
the Subscription Agreements; or (y) the average closing price of the Company’s Class A Common Stock for the prior five (5) trading
days immediately preceding the signing of the Subscription Agreements). The Company will at all times reserve and set aside for issuance
100% of the number of Conversion Shares issuable upon conversion of all outstanding shares of Series A Convertible Preferred Stock.
Upon any subsequent conversion
of the Series A Convertible Preferred Stock after a Fundamental Transaction (as defined in the Certificate of Designations), the Series
A Convertible Preferred Stock will be converted into the number of shares of Common Stock or common stock of the successor or acquiring
corporation and any additional consideration (the “Alternative Consideration”) receivable as a result of the Fundamental
Transaction by a holder of the number of shares of Common Stock for which the Series A Convertible Preferred Stock was convertible immediately
prior to such Fundamental Transaction. For the purposes of any such conversion, the Conversion Price shall be adjusted to apply to such
Alternative Consideration based on the amount of Alternative Consideration issuable in respect to one share of Common Stock in such Fundamental
Transaction, and the Company will apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration.
The foregoing description
of the Subscription Agreements and the Certificate of Designations is a summary only and is qualified in its entirety by the full text
of the form of Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Backstop Letter Agreement
Simultaneously with the execution
of the Subscription Agreements, the Company entered into a Backstop Letter Agreement with MTAC Acquisition Sponsor LLC (“Sponsor”),
pursuant to which the Sponsor has agreed that, to the extent that the Sponsor’s members, or their respective affiliates, related
parties or designees, have not collectively purchased an aggregate of $2,000,000 worth of Series A Convertible Preferred Stock (excluding
for such purposes, the subscriptions to purchase $3,000,000 of Series A Convertible Preferred Stock by certain members of the Sponsor
pursuant to those Subscription Agreements executed on June 7, 2023 and described above) (any such shortfall, the “Sponsor Commitment
Amount”), the Sponsor shall execute and deliver to the Company a Subscription Agreement providing for a subscription by the
Sponsor in an amount equal to the Sponsor Commitment Amount to purchase shares of Series A Convertible Preferred Stock on the same terms
and conditions as the other Subscribers who have executed Subscription Agreements to date.
The foregoing description
of the Backstop Letter Agreement is a summary only and is qualified in its entirety by the full text of the form of Backstop Letter Agreement,
a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.