MedTech Acquisition Corporation (Nasdaq: MTAC) (“MedTech” or the
“Company”) today announced that it convened and then adjourned,
without conducting any business, its special meeting of
stockholders (the “Special Meeting”). The Special Meeting is being
held to vote on certain proposals related to the proposed business
combination (the “Business Combination”) with TriSalus Life
Sciences (“TriSalus”).
The Special Meeting has been adjourned until 11:00 a.m. Eastern
Time on August 8, 2023. The Special Meeting will still be held
virtually via webcast, and stockholders may attend and participate
online by visiting
https://www.cstproxy.com/medtechacquisition/sm2023. Participants
will be able to listen to the meeting live, submit questions and
vote.
Prior to the Special Meeting, on the morning of August 2, 2023,
MTAC filed a Current Report on Form 8-K regarding the written
response received by TriSalus from the FDA in reference to a Type B
meeting request for TriSalus’ PERIO-01 clinical program.
Stockholders may obtain a free copy of the Form 8-K, and other
documents containing important information about the Company and
TriSalus, through the website maintained by the SEC at
www.sec.gov.
In connection with the adjournment of the Special Meeting, the
Company has extended the deadline for public stockholders to submit
their shares for redemption to 5:00 p.m. Eastern Time on August 4,
2023. Stockholders who wish to withdraw their previously submitted
redemption requests may do so prior to the vote at the Special
Meeting by requesting that the Company's transfer agent,
Continental Stock Transfer & Trust Company, return such
shares.
About MedTech Acquisition Corporation
MedTech Acquisition Corporation (Nasdaq: MTAC) is a blank check
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses or
entities. MedTech has stated a focus on the medical technology
industry in the United States and other developed countries.
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 Definitive Proxy Statement/Prospectus that was filed with
the SEC and mailed to the Company’s stockholders on July 18, 2023
(the “Definitive Proxy Statement/Prospectus”). To the extent that
holdings of the Company’s securities have changed from the amounts
reported in the Definitive Proxy Statement/Prospectus, 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 Definitive Proxy
Statement/Prospectus. Investors and security holders of the Company
and TriSalus are urged to carefully read in their entirety the
Definitive 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 Definitive 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 press release 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 the anticipated
timing of the Special Meeting and the completion of 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 press release 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; (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 private placement of a to-be-authorized class
of preferred stock, par value $0.0001 per share, that will be
designated as Series A Convertible Stock to close concurrently with
the Business Combination 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) TriSalus’ expectations for the
timing and results of data from clinical trials and regulatory
approval applications; (xvii) costs related to the Business
Combination; (xviii) 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 (xix) other risks
and uncertainties indicated from time to time in the Definitive
Proxy Statement/Prospectus, 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 press release 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230802201641/en/
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