UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 7, 2023
MedTech Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39813 |
|
85-3009869 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
48
Maple Avenue,
Greenwich, CT |
|
06830 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (908) 391-1288
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
| Units, each consisting of one share of Class A common stock and one-third of one Redeemable Warrant |
|
MTACU |
|
The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 per share |
|
MTAC |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
|
MTACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 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.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The
disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Series A Convertible
Preferred Stock and the Conversion Shares to be issued in connection with the Subscription Agreements will not be registered under the
Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation
D promulgated thereunder.
Changes and Additional Information in Connection
with SEC Filing
In connection with the Merger
Agreement and the proposed Business Combination, the Company 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 the Company that will be
both the proxy statement to be distributed to holders of the Common Stock in connection with its solicitation of proxies for the vote
by the Company’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 the Company’s stockholders to be held to approve the Business Combination and other matters (the “Special Meeting”).
The Company may also file other documents with the SEC regarding the Business Combination. The Company’s 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 the Company’s 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
The Company and TriSalus and
their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of
the Company’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 the Company’s directors and officers in the Company’s
filings with the SEC, including the Company’s registration statement on Form S-1, which was originally filed with the SEC on November
30, 2020, as amended, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on
March 22, 2023, and the Registration Statement. To the extent that holdings of the Company’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 the
Company’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 the Company
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 the Company
and TriSalus through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company 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 the Company’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 “intend,” “may,” “plan,” “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 the Company’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 the Company’s securities; (ii) the risk that the Business Combination may not be completed by the
Company’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 the Company, the satisfaction of the minimum cash amount following any redemptions by the Company’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 failure to satisfy the conditions
to the consummation of the Subscription Agreements and the resulting impact on the amount of capital available to the Company at the potential
closing of the Business Combination; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Merger Agreement; (vii) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere
with the Business Combination; (viii) the effect of the announcement or pendency of the Business Combination on TriSalus’ business
relationships, operating results and business generally; (ix) the risk that the Business Combination disrupts current plans and operations
of TriSalus; (x) the outcome of any legal proceedings that may be instituted against TriSalus or the Company related to the Merger Agreement
or the Business Combination; (xi) the ability to maintain the listing of the Company’s securities on the Nasdaq; (xii) changes in
business, market, financial, political and legal conditions; (xiii) unfavorable changes in the reimbursement environment for TriSalus’
products; (xiv) the ability of the Company or the combined company to raise additional financing in connection with the Business Combination
or to finance its operations in the future; (xv) the ability to implement business plans, forecasts and other expectations after the completion
of the Business Combination, and identify and realize additional opportunities; (xvi) costs related to the Business Combination; (xvii)
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 (xviii) other risks and uncertainties indicated from time
to time in the Registration Statement, including those under the “Risk Factors” section therein and in the Company’s
other filings with the SEC. The foregoing list of factors is not exclusive.
The
Company’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 the Company, 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 the Company, TriSalus, or any of their respective representatives
gives any assurance that either the Company 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
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
MedTech Acquisition Corporation |
| |
|
| Dated: June 8, 2023 |
By: |
/s/ Christopher C. Dewey |
| |
|
Name: |
Christopher C. Dewey |
| |
|
Title: |
Chief Executive Officer |
MedTech Acquisition (NASDAQ:MTAC)
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