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, as amended pursuant to that certain First Amendment to Agreement
and Plan of Merger, dated April 4, 2023, and that certain Second Amendment to 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 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, par value $0.0001 per share (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 June 12, 2023, MTAC and TriSalus issued a joint press release and
made social media posts announcing that TriSalus presented additional data related to its ongoing Pressure-Enabled Regional Immuno-Oncology-01
clinical study for uveal melanoma with liver metastases at the American Society of Clinical Oncology 2023 Annual Meeting. The press release
and social media posts are furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
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 Exhibit 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 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, 2022, filed with the SEC on March 22, 2023, 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, within the liver and systemically, (iii) immunological changes within the liver
as evidence of disease control and (iv) expectations for continuing program development. 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) the risk 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 currently
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.