TriSalus Life Sciences Announces Completion of Exchange Offer and Consent Solicitation
TriSalus Life Sciences (Nasdaq: TLSI) has successfully completed its exchange offer and consent solicitation related to its warrants. The company issued 2,110,366 shares of common stock in exchange for the tendered warrants. This follows the company's Warrant Amendment with Continental Stock Transfer & Trust Company on June 26, 2024, which affects only publicly-traded warrants. Additionally, the SEC declared effective TriSalus' Registration Statement on Form S-4 on June 25, 2024. The company engaged Oppenheimer & Co. Inc. as Dealer Manager and Solicitation Agent, Morrow Sodali as Information Agent, and Continental Stock Transfer & Trust Company as Exchange Agent.
- Completion of exchange offer and issuance of 2,110,366 shares of common stock.
- SEC's declaration of effectiveness on the Registration Statement.
- Engagement of reputable firms like Oppenheimer & Co. Inc., Morrow Sodali , and Continental Stock Transfer & Trust Company.
- Potential shareholder dilution due to the issuance of 2,110,366 new shares.
Insights
The completion of the exchange offer and consent solicitation by TriSalus Life Sciences marks a significant milestone for the company, serving as a strategic move to strengthen its capital structure. By converting warrants into common stock, the company is effectively reducing potential future dilution and securing more stable equity. This action could lead to a more predictable equity base, potentially stabilizing the stock price.
For retail investors, it's key to note that the issuance of 2,110,366 shares can lead to some dilution of existing shares, albeit not as substantial as if these warrants had been exercised at a potentially higher strike price in the future. The engagement of reputable firms like Oppenheimer & Co., Morrow Sodali LLC and Continental Stock Transfer & Trust Company underscores the professional management and strategic planning involved in this transaction.
Short-term impacts might include some volatility as the market adjusts to the new share count, but in the long run, a cleaner balance sheet can be more attractive to institutional investors, improving liquidity and potentially driving up the stock price.
Investors should also understand that a Registration Statement being declared effective by the SEC signals regulatory compliance, which is a positive aspect.
This news is particularly relevant for stakeholders interested in TriSalus’s market positioning within the oncology sector. The strategic exchange of warrants for common stock reflects confidence in the company’s long-term growth and commitment to reducing the financial overhang from outstanding warrants. It signifies a move towards maximizing shareholder value through a streamlined capital structure.
For investors, it’s important to consider the broader market implications. The oncology sector is highly competitive and companies that exhibit financial prudence often stand out. By reducing the number of potentially dilutive instruments, TriSalus is positioning itself as a more attractive investment compared to peers with more complicated equity structures.
In terms of market perception, the involvement of well-known firms as manager and agents in the transaction lends credibility to the company's strategy. This can boost investor confidence, which is important for companies in the biotech and healthcare sectors where trust and transparency are highly valued.
Looking forward, the implication is that TriSalus is gearing up for potential future growth and expansion, making it a company to watch in the oncology space.
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
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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For Media and Investor Inquiries:
Argot Partners
212.600.1902
TriSalus@argotpartners.com
Source: TriSalus Life Sciences
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