M&A - TriSalus Life Sciences, Inc.

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Form Type: 425

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925041863

Filing Summary: On April 30, 2025, TriSalus Life Sciences, Inc. entered a securities purchase agreement to issue 5,500,000 shares of common stock at $4.00 per share in a private placement, expected to close on May 2, 2025. The agreement includes customary representations and warranties and establishes a registration rights agreement for the resale of shares. A tender and support agreement was also signed with holders of Series A Convertible Preferred Stock, initiating an exchange offer for preferred shares to be converted into common stock based on a formula involving liquidation preference and dividends. The company anticipates gross proceeds of approximately $22 million from the placement and preliminary first quarter revenue of approximately $9.2 million, a 42% increase from the previous year. The registration process for the exchange and the Special Meeting regarding the preferred stock amendment is expected to initiate shortly, aiming for shareholder consent on the proposed changes. The financial results are preliminary and subject to final adjustments.

Additional details:

Purchase Price Per Share: 4


Shares Issued: 5500000


Gross Proceeds: 22000000


Preliminary Revenue: 9200000


Revenue Growth Percentage: 42


Agreement Date: 2025-04-30


Exchange Offer: yes


Special Meeting: yes


Supporting Holders Percentage: 55


Lock Up Period Days: 60


Anticipated Closing Date: 2025-05-07


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