TriSalus Life Sciences Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to Warrants
TriSalus Life Sciences (Nasdaq: TLSI) announced the completion of its exchange offer and consent solicitation for warrants. The offer expired on June 25, 2024, allowing holders to exchange warrants for common stock. Approximately 78.89% of public warrants were tendered, but the company did not secure agreements for private placement or working capital warrants. The company will accept all validly tendered warrants for exchange by July 1, 2024. The warrant amendment was approved for public warrants, but not for private placement or working capital warrants. Oppenheimer & Co. served as the dealer manager and solicitation agent.
- 78.89% of public warrants tendered, indicating strong investor participation.
- Warrant amendment approved for public warrants, ensuring streamlined warrant governance.
- Company to accept and settle all validly tendered warrants by July 1, 2024.
- No private placement or working capital warrants were tendered, indicating a lack of broader investor support.
The exchange offer and consent solicitation results announced by TriSalus Life Sciences can have a significant impact on the company's stock performance. The exchange offer aimed to convert warrants into common stock, increasing the number of shares available in the market. This can lead to potential dilution of the current shareholders’ stake, impacting per-share earnings and potentially the stock’s market price.
The final tally showed that a considerable percentage, 78.89%, of Public Warrants were tendered, while Private Placement Warrants and Working Capital Warrants saw far lower participation. The acceptance of these tenders will result in the issuance of additional shares. Investors should consider the dilution effect caused by this new issuance. While the exchange helps simplify the capital structure and might improve liquidity, it could weigh down on the stock price in the short term.
On the other hand, the company has taken a positive step by getting the SEC's approval for the registration of shares issuable through the offer. This move aims for greater transparency and compliance, instilling confidence in investors.
Short-term: Expect potential downward pressure on the stock price due to dilution.
Long-term: A simplified capital structure and increased liquidity might attract more investors.
The results of TriSalus Life Sciences’ warrant exchange offer and consent solicitation suggest a strategic move to restructure its capital by converting warrants into common stock. This is a common practice among companies looking to streamline their capital structure and improve the liquidity of their stock. However, the low participation of Private Placement Warrants and the absence of Working Capital Warrants in the tender process indicate a mixed reception from different warrant holders.
The high tender rate among Public Warrants reflects strong support from public investors, which could be a confidence booster. The company’s decision to proceed with the warrant amendment for Public Warrants further indicates a focus on simplifying the capital structure and possibly improving market perceptions.
However, retail investors should note that increased share count could lead to dilution, potentially reducing the value of existing shares. This strategic move could be favorable for long-term growth, as it may attract more institutional investors seeking liquidity and a cleaner capital structure.
Short-term impact: Potential dilution could lead to a temporary dip in stock prices.
Long-term impact: Enhanced liquidity and simplified capital structure might attract more investments and potentially improve stock valuation.
The legal implications of TriSalus Life Sciences’ exchange offer and consent solicitation are essential for investors to understand. The completion of the offer and consent solicitation, combined with the SEC’s approval of the registration statement, shows regulatory compliance and a well-structured legal strategy.
From a legal standpoint, converting warrants to common stock can help the company avoid future liabilities associated with warrant exercises and simplify its shareholder structure. However, the failure to get approvals for Private Placement Warrants and Working Capital Warrants suggests some resistance, potentially from holders with different investment strategies or risk profiles.
Investors should be aware that although the public process was successful and compliant, the mixed response from different warrant classes could indicate potential legal or strategic challenges ahead. Nevertheless, the company's ability to move forward with a majority of the public warrants is a positive sign of effective legal management.
Understanding the terms of the Warrant Amendment and the implications of the SEC registration can help investors gauge the impact of these changes on their investments.
Pursuant to the Offer, the Company offered all holders of each class of its Warrants, consisting of (i) its publicly traded Warrants (the “Public Warrants”), (ii) certain Warrants issued in a private placement transaction occurring simultaneously with the closing of the initial public offering of the Company (the “Private Placement Warrants”) and (iii) certain Warrants issued for working capital requirements and payment of certain expenses of the Company (“Working Capital Warrants”), the opportunity to receive 0.30 shares of the Company’s common stock, par value
The Offer and Consent Solicitation expired at one minute after 11:59 p.m., Eastern Standard Time, on June 25, 2024. The Company has been advised that the Warrants tendered were comprised of 6,533,614 Public Warrants (including 9,185 Public Warrants tendered through guaranteed delivery), 504,685 Private Placement Warrants, and 0 Working Capital Warrants, which represents approximately
In addition, pursuant to the Consent Solicitation, the Company received the approval of approximately
The Company also announced that its Registration Statement on Form S-4 (Registration No. 333- 279691), filed with the
Oppenheimer & Co. Inc. served 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.
No Offer or Solicitation
This press release shall not constitute an offer to exchange or the solicitation of an offer to exchange or the solicitation of an offer to purchase any securities, nor shall there be any exchange or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Registration Statement filed with the SEC 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.
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 forward-looking statements may include, but are not limited to, statements regarding the Company’s acceptance of all validly tendered Warrants for exchange of shares of Common Stock in the Offer and settlement thereof. 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 Company’s ability to successfully accept all validly tendered Warrants for exchange of shares of Common Stock; 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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