MedTech Acquisition raises $17.9M PIPE via Series A convertible preferred for TriSalus merger

TriSalus Life Sciences, Inc.

Subscribers committed to purchase 1,785,502 shares of Series A Convertible Preferred Stock at $10/share, aggregate $17,855,020.
Preferred shares convertible into common at $10, with an 8% annual dividend payable in cash or stock.
Conversion price resets at 18 and 47 months post-close to VWAP, subject to a floor of $2.00.
Backstop Letter Agreement with Sponsor commits to purchase any shortfall up to $2M if subscriber target not met.
Closing is contingent upon and concurrent with the business combination closing.

item 1.01 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TriSalus Life Sciences, Inc. amended First Amendment to the Agreement and Plan of Merger (effective 2023-04-04).

Action: amendment
Agreement: merger
Effective: 2023-04-04

Exact text from the filing

y that certain First Amendment to the Agreement and Plan of Merger, dated April 4, 2023 and that certain Second Amendment to the Agreement

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TriSalus Life Sciences, Inc. entered into Agreement and Plan of Merger with MTAC Merger Sub, Inc. and TriSalus Life Sciences, Inc. (effective 2022-11-11).

Action: entry
Agreement: merger
Counterparty: MTAC Merger Sub, Inc. and TriSalus Life Sciences, Inc.
Effective: 2022-11-11

Exact text from the filing

On November 11, 2022, MedTech Acquisition Corporation, a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger, as amended by that certain First Amendment to the Agreement and Plan of Merger, dated April 4, 2023 and that certain Second Amendment to the 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 the Company (“ Merger Sub ”), and TriSalus Life Sciences, Inc., a Delaware corporation (“ TriSalus ”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TriSalus Life Sciences, Inc. entered into Subscription Agreements with certain investors valued at $17,855,020 (effective 2023-06-07).

Action: entry
Agreement: equity purchase
Counterparty: certain investors
Value: $17,855,020
Effective: 2023-06-07

Exact text from the filing

On June 7, 2023, the Company and certain investors (collectively, the “ Subscribers ”) entered into subscription agreements (the “ Subscription Agreements ”), pursuant to, and subject to the conditions of which, the Subscribers have collectively subscribed for and agreed to purchase 1,785,502 shares of a to-be-authorized class of preferred stock, par value $0.0001 per share that will be designated as Series A Convertible Preferred Stock (the “ Series A Convertible Preferred Stock ”), at a purchase price of $10.00 per share, resulting in an aggregate purchase price of $17,855,020.

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TriSalus Life Sciences, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-069137

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