Tender Offer - Frankenius Equity AB

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-02

Corporate Action: Tender-offer

Type: Update

Accession Number: 000141588925011783

Filing Summary: This Amendment No. 2 to Schedule 13D/A outlines the activities of Frankenius Equity AB and Paul Frankenius with respect to their holdings in TriSalus Life Sciences, Inc. As of April 30, 2025, Frankenius Equity has entered into a Support Agreement with the Issuer in light of a private financing related to the issuance of equity securities. The Support Agreement includes a commitment to exchange Series A preferred stock for common stock under a forthcoming Exchange Offer. Furthermore, they have agreed to vote in favor of an amendment to the Certificate of Designations concerning the Preferred Stock, which alters terms associated with such stock. The document details holdings of Frankenius Equity totaling 6,230,748 shares of common stock, alongside preferred stock entitlements. The Support Agreement involves significant holders who collectively represent a majority for voting on the Amendment, facilitating the proposed Exchange Offer and associated adjustments to the Preferred Stock. The terms of the liquidation preference and dividends are specified, establishing that the Exchange Offer will be based on specific financial calculations and contingent on shareholder votes. The purpose of this Amendment is to provide more current details regarding their engagement with the Issuer’s securities, reflecting ongoing developments in their interest in TriSalus.

Additional details:

Common Stock Holding: 6230748


Preferred Stock Conversion: 435853


Dividends Conversion: 65915


Preferred Stock Total: 6732516


Support Agreement Date: 2025-04-30


Voting Commitment: agree to vote their shares in favor of the amendment


Shareholder Percentage: 55


Exchange Offer Liquidation Preference: 10


Conversion Price: 5.277


Tender Offer Adjustment: subject to adjustment for the same events as apply to conversion price


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