TriSalus Life Sciences Announces Completion of Exchange Offer and Consent Solicitation
01 Juli 2024 - 10:00PM
Business Wire
TriSalus Life Sciences® Inc. (“TriSalus” or the “Company”)
(Nasdaq: TLSI), an oncology company integrating its novel delivery
technology with immunotherapy to transform treatment for patients
with liver and pancreatic tumors, announced today the closing of
its previously announced exchange offer (the “Offer”) and consent
solicitation (the “Consent Solicitation”) relating to its warrants
(the “Warrants”) identified in the Prospectus/Offer to Exchange
that forms a part of the Registration Statement (as defined below).
The Company issued 2,110,366 shares of the Company’s common stock,
par value $0.0001 per share (“Common Stock”), in exchange for the
Warrants tendered in the Offer.
As previously announced, the Company and Continental Stock
Transfer & Trust Company entered into the Warrant Amendment,
dated June 26, 2024 (the “Warrant Amendment”), with respect to only
its publicly-traded Warrants (“Public Warrants”). Additionally, the
Company’s Registration Statement on Form S-4 (Registration No. 333-
279691), filed with the U.S. Securities and Exchange Commission
(the “SEC”) on May 24, 2024 (the “Registration Statement”),
registering shares of Common Stock issuable in the Offer and
pursuant to the Warrant Amendment was declared effective by the SEC
on June 25, 2024.
The Company engaged Oppenheimer & Co. Inc. as the Dealer
Manager and Solicitation Agent for the Offer and Consent
Solicitation. Morrow Sodali LLC served as the Information Agent for
the Offer and Consent Solicitation, and Continental Stock Transfer
& Trust Company served as the Exchange Agent.
About TriSalus Life Sciences
TriSalus Life Sciences® is an oncology focused medical
technology business providing disruptive drug delivery technology
with the goal of improving therapeutics delivery to liver and
pancreatic tumors.
The Company’s platform includes devices that utilize a
proprietary drug delivery technology and a clinical stage
investigational immunotherapy. The Company’s two FDA-cleared
devices use its proprietary Pressure-Enabled Drug Delivery™ (PEDD™)
approach to deliver a range of therapeutics: the TriNav® Infusion
System for hepatic arterial infusion of liver tumors and the
Pancreatic Retrograde Venous Infusion System for pancreatic tumors.
PEDD is a novel delivery approach designed to address the anatomic
limitations of arterial infusion for the pancreas. The PEDD
approach modulates pressure and flow in a manner that delivers more
therapeutic to the tumor and is designed to reduce undesired
delivery to normal tissue, bringing the potential to improve
patient outcomes. Nelitolimod, the Company’s investigational
immunotherapeutic candidate, is designed to improve patient
outcomes by treating the immunosuppressive environment created by
many tumors and which can make current immunotherapies ineffective
in the liver and pancreas. Patient data generated during
Pressure-Enabled Regional Immuno-Oncology™ (PERIO) clinical trials
support the hypothesis that nelitolimod delivered via PEDD may have
favorable immune effects within the liver and systemically. The
target for nelitolimod, TLR9, is expressed across cancer types and
the mechanical barriers addressed by PEDD are commonly present as
well. Nelitolimod delivered by PEDD will be studied across several
indications in an effort to address immune dysfunction and overcome
drug delivery barriers in the liver and pancreas.
In partnership with leading cancer centers across the country –
and by leveraging deep immuno-oncology expertise and inventive
technology development – TriSalus is committed to advancing
innovation that improves outcomes for patients. Learn more at
trisaluslifesci.com and follow us on X (formerly Twitter) and
LinkedIn.
Forward-Looking Statements
Certain statements made in this press release are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended, and are subject to the safe harbor created
thereby under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “expect,” “will” or other similar expressions that predict
or indicate future events or trends or that are not statements of
historical matters. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of the Company’s management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and may differ from assumptions. Many
actual events and circumstances are beyond the control of the
Company. These forward-looking statements are subject to a number
of risks and uncertainties, including, without limitation: the
uncertainty as to whether the Company will exercise its right to
force exchange the Public Warrants pursuant to the Warrant
Amendment in the future; risks related to future market adoption of
the Company’s offerings; risks related to the Company’s marketing
and growth strategies; risks associated with clinical development
and regulatory approval of drug delivery and pharmaceutical product
candidates, including that future clinical results may not be
consistent with patient data generated during the Company’s
clinical trials, the cost and timing of all development activities
and clinical trials, unexpected safety and efficacy data observed
during clinical studies, changes in expected or existing
competition or market conditions, changes in the regulatory
environment, unexpected litigation or other disputes, the effects
of competition on the Company’s future business; the risks
discussed in the Company’s quarterly report on Form 10-Q for the
period ended March 31, 2024 under the heading “Risk Factors”; and
the risks discussed in the Company’s Registration Statement, under
the heading “Risk Factors” and other documents of the Company
filed, or to be filed, with the SEC. If any of these risks
materialize or any of the Company’s assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that the Company presently does not know of or that the Company
currently believes are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the
Company’s expectations, plans or forecasts of future events and
views as of the date of this press release. The Company anticipates
that subsequent events and developments will cause the Company’s
assessments to change. However, while the Company may elect to
update these forward-looking statements at some point in the
future, the Company specifically disclaims any obligation to do so
except as required by applicable law. These forward-looking
statements should not be relied upon as representing the Company’s
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240701116051/en/
For Media and Investor Inquiries: Argot Partners
212.600.1902 TriSalus@argotpartners.com
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