0001826667-23-000007 | 10-Q | XBRL Viewer | Trisalus Life Sciences INC

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Share-Based Compensation (Details)	Sep. 30, 2023 plan shares	Aug. 10, 2023 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of plans \| plan	2
Authorized (in shares)	7,500,732	2,816,224
Outstanding (in shares)	2,816,224
Available for Issue (in shares)	4,684,508
2009 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	1,915,724
Outstanding (in shares)	1,915,724
Available for Issue (in shares)	0
2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	5,585,008	5,585,008
Outstanding (in shares)	900,500
Available for Issue (in shares)	4,684,508

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022, included in MTAC's Proxy Statement/Prospectus filed with the SEC on July 18, 2023. Certain information and footnote disclosures, including significant accounting policies, normally included in fiscal year financial statements prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP”) have been condensed or omitted. The Condensed Consolidated Balance Sheets as of December 31, 2022, was derived from the audited financial statements. We do not have any activity that would be reported on a Statement of Comprehensive Income.
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted CashWe consider all highly liquid investments with original maturities of three months or less at time of purchase to be cash equivalents. We invest excess cash primarily in money market funds. At September 30, 2023, we had $8,617 invested in a money market fund, which is is a Level 1 instrument.
Accounts Receivable	Accounts ReceivableAccounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We periodically review our allowance for doubtful accounts and establish reserves based on management’s expectations of realization based on historical write-off experience, as well as current general economic conditions and expectations regarding collection. Account balances are charged against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote.
Inventory	InventoryInventory is carried at the lower of cost or net realizable value. The balance includes the cost of raw material, and finished goods — including direct labor and manufacturing overhead — and is recorded on the first-in-first-out method. Write-downs for excess and obsolete inventory are charged to cost of goods sold in the period when conditions giving rise to the write-downs are first recognized. Valuation reserves are recorded when, in our best judgment, we determine the carrying value of the affected inventory may be impaired or its cost exceeds its net realizable value.
Property and Equipment	Property and EquipmentProperty and equipment are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from 2 to 7 years. Leasehold improvements are amortized on a straight-line basis over the lesser of estimated useful lives or the lease term.
Impairment and Disposal of Long-Lived Assets	Impairment and Disposal of Long-Lived AssetsWe review long-lived assets and intangible assets (principally patents) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is generally measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
Leases	Leases We account for leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases. We determine if an arrangement is or contains a lease at contract inception, and, if it does, the lease is recorded on the Condensed Consolidated Balance Sheets with right-of-use assets (“ROU”) representing the Company’s right to use an underlying asset for the lease term and lease liabilities representing our obligation to make lease payments. Lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease ROU assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable. As the implicit rate in our leases is typically unknown, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. When calculating our incremental borrowing rates, we consider our credit risk, the term of the lease, and total lease payments and adjusts for the impacts of collateral as necessary. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have elected to not separate lease and non-lease components for any leases within our existing classes of assets and, as a result, account for any lease and non-lease components as a single lease component. We have also elected not to apply the recognition requirement for leases with a term of 12 months or less. We recognize an ROU asset and a lease liability at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Finance lease ROU assets are presented with property and equipment, net in the Condensed Consolidated Balance Sheets.
Warrant and Tranche Liabilities / Contingent Earnout Liability	Warrant and Tranche Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the Condensed Consolidated Balance Sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value is recognized in the Condensed Consolidated Statements of Operations. Historically, we have determined that the warrants issued to investors and lenders which are exercisable for shares of our Series B-3 convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. See Note 9 for further discussion. We determined that both the public and private placement warrants do not meet the criteria to be equity classified and should be recorded as liabilities. Our analysis concluded liability classification under ASC 815, Derivatives and Hedging, as these warrants include a provision that could allow cash settlement upon an event outside the control of the Company, and such event may not result in a change in control of the Company. In addition, the private placement warrants include a feature that can require an adjustment of the exercise price in certain circumstances after a change of control. As a result, the Private and Public Warrants do not meet the criteria for equity classification. See Note 9 for further discussion. The Series B-2 Preferred Stock Financing (as described in Note 11) included second and third tranche rights and obligations to investors who participated in the initial B-2 Preferred Stock Financing round. We offered the Series B-2 preferred stock to all of our preferred stockholders at the time of the initial B-2 Preferred Stock Financing round (representing approximately 99.2% of our then-outstanding shares on an as-converted to common stock basis). The second and third tranche rights and obligations were exercisable into shares of our convertible preferred stock at a specified future date. The second and third tranche rights and obligations are considered freestanding financial instruments, and are classified as liabilities under ASC 480. See Note 11 for further discussion. (h)Contingent Earnout Liability In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the "Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”). Pursuant to the Sponsor Support Agreement, 3,125,000 shares of Common Stock in the Company held by the Sponsor Holders immediately after the Closing Date (such shares, the “Sponsor Earnout Shares”) became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5th anniversary of the Closing Date (the “Earnout Period”). The Sponsor Earnout Shares are classified as a liability in the Company’s Condensed Consolidated Balance Sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value at the Closing Date and is subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the Condensed Consolidated Statements of Operations. See Notes 3 and 8 for further detail.
Use of Estimates	Use of EstimatesThe preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of earnout, warrant and tranche liabilities, and the valuation allowance on deferred tax assets.
Concentration of Credit Risk and Other Risks and Uncertainties	Concentrations of Credit Risk and Other Risks and UncertaintiesOur cash and cash equivalents are deposited primarily with two financial institutions and one investment institution. At times, the deposits in these institutions may exceed the amount of insurance provided on such deposits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant risk on these balances.
Share-Based Compensation	Share-Based CompensationWe account for all employee and non-employee share-based compensation awards by recording expense based on the estimated fair value of the awards at the time of grant using the Black-Scholes-Merton option valuation model (“Black-Scholes”). The determination of fair value using an option-pricing model is affected by the estimated fair value of the Company’s stock, as well as assumptions regarding a number of variables including, but not limited to, the fair value of underlying stock at the grant date, expected volatility of the underlying stock over the term of the awards, projected employee stock option exercise behaviors, and risk-free interest rates. We have elected to not include an estimated forfeiture rate in our share-based compensation expense recognition, in accordance with ASC Topic 718, Compensation — Stock Compensation, and we account for forfeitures in the period in which they occur. The estimated fair value of options granted is recognized as compensation expense on a straight-line basis over the expected life for each separately vesting portion of the awards. The fair value of options granted to non-employees is periodically reevaluated and adjusted to current fair value.
Segment Reporting	Segment ReportingWe have determined, in accordance with ASC Topic 280, Segment Reporting, that we operate under one operating segment, and therefore one reportable segment, TriSalus. Our Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of assessing performance and allocation resources. All of our long-lived assets, and all of our customers, are located in the United States.
Revenue Recognition	Revenue RecognitionOur revenue is derived from the shipments of our PEDD infusion systems to our customers. Our customers are generally comprised of hospitals, clinics and physicians. Under ASC Topic 606, Revenue Recognition, we evaluate five steps to determine the appropriate timing and amount to recognize revenue. The five steps are: (a)Identify the contract — We do not maintain long-term contracts with our customers. Typically, customers will submit a purchase order to us for delivery of a quantity of our products, which incorporate enforceable rights and obligations constituting the contract with the customer. (b)Identify the performance obligation — Our performance obligation is to deliver the ordered products in accordance with the terms of the purchase order, which constitutes a single performance obligation. We do not have any on-going service obligation after delivery. (c) Determine the transaction price — We maintain a single sales price for each of our products, which is generally fixed. We do not have a history of any significant refunds, allowances or other concessions provided to our customers from the agreed-upon sales price after delivery of the product. (d)Allocate the transaction price – We do not have multiple performance obligations to complete when we fulfill a purchase order, therefore, the transaction price is fully allocated to the units being sold. (e)Recognize revenue – We recognize revenue at the point‐in‐time when the units for a purchase order have been shipped and control of the units has transferred to the customer, as evidenced by the delivery terms on the shipping documents. Typically, we ship Ex Works, so we recognize revenue when the shipment leaves our premises. In a small number of cases, the purchase order specifies alternate shipping terms, usually DAP (delivery at place). In those cases, we defer revenue recognition until we are assured the units have been delivered and control has transferred to the customer.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. ASU 2016-13 replaces the current incurred loss methodology for credit losses and removes the thresholds that companies apply to measure credit losses on financial statements measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. The determination of the allowance for credit losses under the new standard would typically be based on evaluation of a number of factors, including, but not limited to, general economic conditions, payment status, historical collection patterns and loss experience, financial strength of the borrower, and nature, extent and value of the underlying collateral. For smaller reporting companies, ASU 2016-13 is effective for fiscal years and for interim periods within those fiscal years beginning after December 15, 2022. It requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. We adopted ASU 2016-13 on January 1, 2023. The effect of the adoption had an immaterial impact on our condensed consolidated financial statements.

Net Loss per Share - Schedule of Antidilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	21,097,831	13,381,126
Preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	4,015,002	11,624,155
Preferred stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	46,111
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	14,266,605	0
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	184,018	0
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	2,632,206	1,710,860

Contingent Earnout Liability

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Contingent Earnout Liability

As described in Note 2 and Note 3, in connection with the execution of the Merger Agreement, MTAC entered into the Sponsor Support Agreement with the Sponsor Holders and Legacy TriSalus, pursuant to which, 3,125,000 of the shares of our Common Stock held by the Sponsor immediately after the Closing Date became unvested and subject to potential forfeiture if certain triggering events are not achieved during the Earnout Period. The earnout shares are classified as a liability and were initially measured at fair value at the Closing Date and will subsequently be remeasured at the end of each reporting period with the change in fair value of the earnout liability recorded in the Condensed Consolidated Statements of Operations.

The estimated fair value of the total contingent earnout liability at the closing on August 10, 2023, was $28,927 based on a Monte Carlo simulation valuation model. The liability was remeasured to its fair value of $9,023 as of September 30, 2023. This remeasurement resulted in the recording of $19,904 for the three and nine months ended September 30, 2023, classified as change in fair value of contingent earnout liability in the Condensed Consolidated Statements of Operations. Assumptions used in the valuation are described below:


	September 30, 2023			August 10, 2023
Current stock price	$	5.12		$	11.34
Expected share price volatility	65.0		%	65.0		%
Risk-free interest rate	4.6		%	4.2		%
Expected term (years)	4.9			5
Estimated dividend yield	—		%	—		%

The estimated fair value of the liability was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including:

(a)expected volatility, which is based on the historical equity volatility of publicly traded peer companies for a term equal to the expected term of the earnout period;

(b)expected term, which we based on the earnout period per the agreement;

(c)risk-free interest rate, which was determined by reference to the U.S. Treasury yield curve for time periods commensurate with the expected term of the earnout period; and

(d)expected dividend yield, which we estimate to be zero based on the fact that we have never paid or declared dividends.

These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision.

Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 21,383	$ 9,414
Restricted cash (included in Other assets)	250	250
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$ 21,633	$ 9,664	$ 12,338	$ 30,301

Accrued Liabilities

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued LiabilitiesAccrued Liabilities consists of the following:


	September 30, 2023		December 31, 2022
Accrued liabilities	$	3,404	$	2,905
Accrued bonus	2,706		2,896
Accrued vacation	475		329
Accrued payroll	15		247
Total accrued liabilities	$	6,600	$	6,377

Nature of Business	9 Months Ended
Nature of Business	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business On August 10, 2023 (the "Closing Date"), TriSalus Life Sciences, Inc., a Delaware corporation (the “Company,” “TriSalus,” “we,” “us”), formerly known as MedTech Acquisition Corporation (“MTAC”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of November 11, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 4, 2023, the Second Amendment to Agreement and Plan of Merger, dated as of May 13, 2023, and the Third Amendment to Agreement and Plan of Merger, dated as of July 5, 2023 (as amended, the “Merger Agreement”), by and between MTAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MTAC (“Merger Sub”) and TriSalus Operating Life Sciences, Inc. (formerly known as TriSalus Life Sciences, Inc.), a Delaware corporation (“Legacy TriSalus”), whereby Merger Sub merged with and into Legacy TriSalus with the separate corporate existence of Merger Sub ceasing (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and TriSalus Life Sciences, Inc. becoming the surviving company. The closing of the Business Combination is herein referred to as “the Closing.” In connection with the consummation of the Merger, on August 10, 2023, Legacy TriSalus changed its name from TriSalus Life Sciences, Inc. to TriSalus Operating Life Sciences, Inc., and MTAC changed its name from MedTech Acquisition Corporation to TriSalus Life Sciences, Inc., the surviving company ("New TriSalus”). As further described in Note 3, Legacy TriSalus was deemed to be the accounting acquirer and predecessor company in the Business Combination. Thus, the prior periods presented in these consolidated financial statements are of Legacy TriSalus. Description of the Business We are engaged in the research, development, and sales of innovative drug delivery technology and immune-oncology therapeutics to improve outcomes in difficult to treat liver and pancreatic cancer. Our technology is utilized in the delivery of our therapeutics and administered by interventional radiologists. We are developing and marketing two product lines — Pressure Enabled Drug Delivery (“PEDD™) infusion systems, in use today, and an investigational agent, SD-101, which shows potential to enhance immune system response in the treatment of hepatocellular cancer, pancreatic cancer and other liver solid tumors. The combination of our PEDD technology with SD-101, is focused on solving the two main barriers in the tumor micro environment that inhibits the success of immunotherapy. The first barrier (mechanical) is comprised of high intratumoral pressure within tumors that limits drug uptake and the second barrier (biological) is the reversal of intratumoral immunosuppression. Our PEDD with SmartValve™ is the only technology designed to work in synchrony with the cardiac cycle to open collapsed vessels in the tumor to enable deeper perfusion and improve therapeutic drug delivery in tumors with high intratumoral pressure. PEDD with SmartValve has been shown in prospective and retrospective clinical studies and in multiple pre-clinical models to improve therapy uptake and tumor response. TriNav™ is the newest therapy delivery device with SmartValve technology for the proprietary PEDD approach. Current sales consist of the TriNav Infusion System, introduced in 2020, and a family of related guiding catheters. In 2020, we gained transitional pass-through payments (“TPT”) approval from the Centers for Medicare & Medicaid Services (“CMS”), which allows hospitals to cover the cost of using TriNav. The approval is scheduled to expire at the end of 2023. On June 1, 2023, TriSalus applied for a new technology Ambulatory Payment Classifications ("APC”) code with CMS and met with CMS on June 26, 2023, to review the application. If granted, the new technology APC code would allow for continuing reimbursement for the TriNav device at similar reimbursement rates for the period beginning January 1, 2024, but there can be no assurance that such code will be granted or that continuing reimbursement will be available at similar reimbursement rates, or at all. SD-101 has a dual mechanism of action in solid tumors which includes the alteration of the tumor microenvironment by reducing immunosuppressive myeloid derived suppressor cells while simultaneously activating immune response and recruiting T cells to the tumor, allowing checkpoint inhibitors to work more effectively. We believe the full potential of our technology can be realized through the combination of our drug delivery technology with immune-oncology drugs. In July 2020, we acquired our first immune-oncology drug, SD-101, and began clinical development of SD-101 for treatment of liver and pancreatic cancers. We have funded operations to date principally with proceeds from the sale of preferred stock, from the issuance of debt and convertible debt, and the closing of the Business Combination. Since inception of the Company in 2009 through September 30, 2023, we have issued for cash $164,364 of preferred stock (of which $36,854 was raised at the closing of the Business Combination, including issuance of Series A convertible preferred stock), which, along with $551 from common stock and $44,692 from convertible notes and warrants, has funded our accumulated deficit of $212,867. During the nine months ended September 30, 2023, we raised $9,189 in cash through the issuance of Series B-2 preferred stock, $9,630 in cash through the issuance of Series B-3 preferred stock, $94 from the exercise of stock options, and $36,854 from the Business Combination. As of September 30, 2023, we had cash and cash equivalents of $21,383. The Company is still in its early stage, has yet to generate revenues sufficient to create positive cash flow and has an accumulated deficit of $212,867 as of September 30, 2023. We are currently undergoing a strategic transformation from a company focused solely on the sale of our infusion systems to a therapeutics company whereby our medical devices will be marketed in combination with the pharmaceutical drugs and other treatments that the devices deliver to patients. This transformation requires that we restructure our operating infrastructure, resulting in an increase in operating expenses — including the development of a candidate pharmaceutical — that, in the short term, will not be fully offset by increased revenues. Without additional financing and based on our sales, operations and research and development plans, our management estimates that our existing cash and cash equivalents will be insufficient to fund our projected liquidity requirements for the next 12 months. In accordance with ASC Topic 205-40, Presentation of Financial Statements, Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period. In evaluating our ability to continue as a going concern, management projected our cash flow sources and needs and evaluated the conditions and events have raised substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements were issued. Management’s plans to address the conditions and events have considered our current projections of future cash flows, current financial condition, sources of liquidity and debt obligations for at least one year from the date of issuance of these consolidated financial statements in considering whether we have the ability to fund future operations and meet our obligations as they become due in the normal course of business. Our ability to fund future operations and to continue the execution of our long-term business plan and strategy, including our transformation into a therapeutics company, will require that we raise additional capital through a combination collaborations, strategic alliances and licensing arrangements, and issuance of additional equity and/or long-term debt. There can be no assurance that we will be able to raise such additional financing or, if available, that such financing can be obtained on satisfactory terms. If adequate capital resources are not available on a timely basis, we intend to consider limiting our operations substantially. This limitation of operations could include a hiring freeze, reductions in our workforce, reduction in cash compensation, deferring clinical trials and capital expenditures, and reducing other operating costs. Our current operating plan, which is in part determined based on our most recent results and trends, along with the items noted above, causes substantial doubt to exist about our ability to continue as a going concern and management’s plans do not alleviate the existence of substantial doubt. Our financial statements have been prepared assuming we will continue as a going concern, which contemplates the continuity of normal business activities and realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments that might be necessary should we be unable to continue as a going concern. We are subject to various risks and uncertainties frequently encountered by companies in the early stages of growth, particularly companies in the rapidly evolving market for medical technology-based and pharmaceutical products and services. Such risks and uncertainties include, but are not limited to, a limited operating history, need for additional capital, a volatile business and technological environment, the process to test and obtain approval to market the candidate pharmaceutical, the process to obtain continuing CMS approval and application for a new ACS code for our PEDD product for reimbursement, an evolving business model, and demand for our products. To address these risks, we must, among other things, gain access to capital in sufficient amounts and on acceptable terms, maintain and increase our customer base, implement and successfully execute our business strategy, develop the candidate pharmaceutical, continue to enhance our technology, provide superior customer service, and attract, retain, and motivate qualified personnel. There can be no guarantee that we will succeed in addressing such risks. Subsequent Event On October 2, 2023, we entered into a Standby Equity Purchase Agreement (the “Yorkville Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”). Yorkville is a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey. Pursuant to the Yorkville Purchase Agreement, the Company shall have the right, but not the obligation, to sell to Yorkville up to $30,000 of common stock, par value $0.0001 per share of the Company (the “Common Stock”), at the Company’s request any time during the commitment period commencing on October 2, 2023 (the “Effective Date”), and terminating on the first day of the month following the 24-month anniversary of the Effective Date. Each issuance and sale by the Company to Yorkville under the Yorkville Purchase Agreement (an “Advance”) is subject to a maximum limit equal to the greater of: (i) an amount equal to 100% of the average of the daily volume traded of the Company’s Common Stock on the Nasdaq Stock Market (“Nasdaq”) for the 10 trading days immediately preceding an Advance notice, or (ii) 1,000,000 shares of Common Stock. The shares will be issued and sold to Yorkville at a per-share price equal to, at the election of the Company as specified in the relevant Advance notice: (i) 96% of the Market Price (as defined below) for any period commencing on the receipt of the Advance notice by Yorkville and ending on 4:00 p.m. New York City time on the applicable Advance notice date (the “Option 1 Pricing Period”), and (ii) 97% of the Market Price for any three consecutive trading days commencing on the Advance notice date (the “Option 2 Pricing Period,” and each of the Option 1 Pricing Period and the Option 2 Pricing Period, a “Pricing Period”). “Market Price” is defined as, for any Option 1 Pricing Period, the daily volume-weighted average price (“VWAP”) of the Common Stock on Nasdaq, and for any Option 2 Pricing Period, the lowest VWAP of the Common Stock on the Nasdaq during the Option 2 Pricing Period. The Advances are subject to certain limitations, including that Yorkville cannot purchase any shares that would result in it beneficially owning more than 4.99% of the Company’s outstanding Common Stock at the time of an Advance or acquiring since the Effective Date under the Yorkville Purchase Agreement more than 19.99% of the Company’s outstanding Common Stock, as of the date of the Yorkville Purchase Agreement.

Preferred Stock

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Preferred Stock

Series A Convertible Preferred Stock

At the Closing Date, we issued 4,015,002 shares of Series A Convertible Preferred Stock for $40,150.

As of September 30, 2023, the Company is authorized to issue up to 10,000,000 shares of preferred stock with 5,984,998 shares available for issuance. The original issue price of the Series A Convertible Preferred Stock was

$10.00. The Series A Convertible Preferred Stock accrues cumulative dividends at the rate of 8.00% per annum on the original issue price. As of September 30, 2023, total undeclared cumulative dividends were $458. We have not recorded the undeclared dividends in our condensed consolidated financial statements.

All shares of Series A Convertible Preferred Stock had the following rights:

(i)Conversion

(a)Optional Conversion

The Series A Convertible Preferred Stock are convertible at any time at the option of the holder thereof into the number of shares of our Common Stock determined by the quotient of (i) the sum of $10.00 (as adjusted for any stock dividend, stock split, reverse stock split, combination or similar event affecting the Series A Convertible Preferred Stock) (the “Liquidation Preference”) and, if we have not elected to otherwise pay the accrued Annual Dividends (as defined below) in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price (as defined in our Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock (the "Certificate of Designations")) of such shares in effect at the time of conversion.

(b)Automatic Conversion

On the four-year anniversary of the Closing, all then outstanding shares of Series A Convertible Preferred Stock shall automatically convert into the number of shares of our Common Stock equal to the quotient of (i) the sum of the Liquidation Preference and if we had not elected to otherwise pay the accrued Annual Dividends in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price of such shares in effect at the time of conversion.

(ii)Voting Rights

Holders of the Series A Convertible Preferred Stock are entitled to vote with the holders of our Common Stock on all matters submitted to a vote of our stockholders, except as otherwise provided in the Certificate of Designations or as required by applicable law, voting together with the holders of our Common Stock as a single class. Each holder is entitled to a number of votes in respect of the shares of Series A Convertible Preferred Stock owned as of the record date by it, or if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, equal to the quotient of (i) $10.00 divided by (ii) the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of our Common Stock as determined at Closing.

As long as any shares of Series A Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the Holders of a majority of the then-outstanding shares of the Series A Convertible Preferred Stock, (i) amend, alter, repeal or otherwise modify any provision of our certificate of incorporation or the Certificate of Designations in a manner that would alter or change the terms or the powers, preferences, rights or privileges of the Series A Convertible Preferred Stock as to affect them adversely; (ii) authorize, create, increase the authorized amount of, or issue any class or series of capital stock senior to the Series A Convertible Preferred Stock; (iii) increase the authorized number of shares of Series A Convertible Preferred Stock or enter into any agreement with respect to the foregoing.

(iii)Dividends

Holders of the Series A Convertible Preferred Stock are entitled to participate equally in any dividends declared to holders of Common Stock. In addition, each holder of the Series A Convertible Preferred Stock is entitled to receive cumulative annual dividends that accrue and accumulate on a daily basis at a rate per annum (calculated on the basis of an actual 365- or 366-day year, as applicable) equal to 8.00% of the original issue price of $10.00 per share (the "Annual Dividends”). The Annual Dividends will be either paid in cash, paid by issuing fully paid and nonassessable shares of Common Stock, or a combination thereof when, as and if authorized and declared by our Board. Upon conversion or a change of control, any unpaid Annual Dividends will be paid to the holders, either in the form of common stock upon a conversion, or in cash upon a change of control. So long as any shares of Series A Convertible Preferred Stock remain outstanding, unless all Annual Dividends on all outstanding shares of Series A Convertible Preferred Stock have been declared and paid in cash, we will be prohibited from declaring any dividends on, or making any distributions relating to, other classes of our capital stock ranking junior to the Series A Convertible Preferred Stock, subject to certain exceptions.

(iv)Anti-dilution Provisions

The initial Conversion Price of $10.00 is subject to customary adjustments in the case of certain distributions to holders of our Common Stock payable in shares of our Common Stock, subdivisions, splits or combinations of the shares of our Common Stock and distributions to all holders of shares of our Common Stock of any convertible securities or options or any other assets for which there is no corresponding distribution in respect of the Series A Convertible Preferred Stock.

The Conversion Price will automatically reset upon each of February 10, 2025, and July 10, 2027, the eighteen-month and forty-seven-month anniversaries of the Closing Date, to be equal to the lowest of:

(i)Initial Conversion Price, subject to adjustments for stock dividends and distributions or other distributions made to common stockholders for which there is no corresponding distribution for Preferred Stock,

(ii)the then-current Conversion Price, and

(iii)the higher of 1) the Floor Price ($2.10 per share) or 2) the trailing ten-Trading Day VWAP of the Common Stock determined as of the date of such reset.

(iv)Liquidation Preferences

The terms of the Series A Convertible Preferred Stock provide for liquidation preferences in the event of a change in control, liquidation, dissolution, or certain other fundamental transactions of the Company (a “Liquidation Event”), none of which were deemed probable as of September 30, 2023. The Liquidation Preferences of $10.00 per share, plus all unpaid dividends, are payable prior to payment to any class of capital stock that is junior to the Series A Convertible Preferred Stock.

If the assets of the Company or the consideration received in such Liquidation Event are insufficient to make payment of the full Liquidation Preferences to all holders of Series A Convertible Preferred Stock, then such assets will be distributed ratably to the holders of Series A Convertible Preferred Stock in proportion to the full amounts to which they would otherwise have been entitled. After payment of the aforementioned Liquidation Preferences, any remaining proceeds from a Liquidation Event will be distributed to all classes of capital stock that are junior to the Series A Convertible Preferred Stock pro rata on an as-if converted basis.

Legacy TriSalus Preferred Stock

Since inception, we have issued various series of preferred stock as described below. As described in Note 3, all of the Legacy TriSalus Preferred Stock was converted to Legacy TriSalus Common Stock immediately prior to the Merger and, upon consummation of the Merger, were exchanged for shares of our Common Stock. In accordance with the terms of the Legacy TriSalus Preferred Stock, upon an acquisition of the Company, the proceeds would be used to first pay the liquidation preferences on the preferred stock prior to payment to common stockholders. We have determined this is an in-substance redemption feature since holders of preferred stock represent a majority of our Board and control a majority of the stockholder vote on an as-if-converted basis. Thus, a decision to pursue an acquisition or accept the terms of an acquisition — and thereby redeem the convertible preferred stock — was deemed to be outside of our control. As a result, the Legacy TriSalus Preferred Stock has been classified as temporary equity in the accompanying Condensed Consolidated Balance Sheets. We have not adjusted the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments were not currently redeemable and we believed it was not probable that the instruments would become redeemable.

Convertible preferred stock at September 30, 2023, August 10, 2023, and December 31, 2022, is as follows:


Series	September 30, 2023		August 10, 2023		December 31, 2022
Series A-1 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 131,797 shares at September 30, 2023, and December 31, 2022, respectively	$	—	$	6,065	$	6,065
Series A-2 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 576,126 shares at September 30, 2023, and December 31, 2022, respectively	—		8,976		8,976
Series A-3 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 612,822 shares at September 30, 2023, and December 31, 2022, respectively	—		10,611		10,611
Series A-4 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 127,787 shares at September 30, 2023, and December 31, 2022, respectively	—		1,993		1,993
Series A-5 preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023;authorized 734,533, issued and outstanding 730,320 and December 31, 2022	—		12,858		12,858
Series A-6 preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023; authorized 805,848, issued and outstanding 800,657 at December 31, 2022	—		15,476		15,476
Series B preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023; authorized 7,021,678, issued and outstanding 6,984,971 at December 31, 2022, respectively	—		84,637		84,528
Series B-1 preferred stock, $0.001 par value per share. Issued, and outstanding 0 shares at September 30, 2023, authorized, issued and outstanding 1,659,672 at and December 31, 2022	—		23,500		23,499
Series B-2 preferred stock, $0.001 par value per share. Issued and outstanding 0 and 706,243 shares at September 30, 2023, and December 31, 2022, respectively	—		—		—
Series B-3 preferred stock, $0.001 par value per share. Issued and outstanding 0 and 0 shares at September 30, 2023, and December 31, 2022, respectively	—		39,858		—
Total convertible preferred stock	$	—	$	203,974	$	164,006

The following table summarizes activity in convertible preferred stock in the nine months ended September 30, 2023, and 2022.


Series	Balance at December 31, 2022		Issuances		Retirements / Conversions		Balance at September 30, 2023
Series A-1	$	6,065	$	—	$	(6,065)	$	—
Series A-2	8,976		—		(8,976)		—
Series A-3	10,611		—		(10,611)		—
Series A-4	1,993		—		(1,993)		—
Series A-5	12,858		—		(12,858)		—
Series A-6	15,476		—		(15,476)		—
Series B	84,528		109		(84,637)		—
Series B-1	23,499		1		(23,500)		—
Series B-2	—		—		—		—
Series B-3	—		39,858		(39,858)		—
Total convertible preferred stock	$	164,006	$	39,968	$	(203,974)	$	—


Series	Balance at December 31, 2021		Issuances		Balance at September 30, 2022
Series A-1	$	6,065	$	—	$	6,065
Series A-2	8,976		—		8,976
Series A-3	10,611		—		10,611
Series A-4	1,993		—		1,993
Series A-5	12,858		—		12,858
Series A-6	15,476		—		15,476
Series B	84,528		—		84,528
Series B-1	20,000		3,499		23,499
Total convertible preferred stock	$	160,507	$	3,499	$	164,006

Warrants to purchase convertible preferred stock at September 30, 2023, and December 31, 2022, are as follows:


Series	September 30, 2023	December 31, 2022
Series A-5 preferred stock, $17.81 exercise price	—	4,213
Series A-6 preferred stock, $20.23 exercise price	—	5,190
Series B preferred stock, $0.41 exercise price	—	36,707
Series B-3 preferred stock, $2.03 exercise price	—	2,824,974
Total warrants	—	2,871,084

The following table summarizes activity in warrants to purchase preferred stock in the nine months ended September 30, 2023. There was no activity in the nine months ended September 30, 2022.


Series	Balance at December 31, 2022	Exercises	Issuances	Retirements / Conversions	Balance at September 30, 2023
Series A-5	4,213	—	—	(4,213)	—
Series A-6	5,190	—	—	(5,190)	—
Series B	36,707	(11,123)	—	(25,584)	—
Series B-3	2,824,974	(4,771,642)	2,595,777	(649,109)	—

The Series A-5 and A-6 warrants were retired at the Closing Date as they were out-of-the money. The Series B and B-3 warrants were net-converted to shares of Legacy TriSalus Common Stock, then exchanged for shares of our Common Stock at the Closing Date.

The rights associated with the Legacy TriSalus Preferred Stock are described in our December 31, 2022, financial statements included in MTAC's definitive proxy statement filed with the SEC on July 18, 2023.

October 2022 Financing

In early October 2022, we sold 706,243 shares of Series B-2 preferred stock in a private financing, primarily to existing stockholders, at a price of $14.16 per share, raising approximately $9,755 in net proceeds (the “B-2 Preferred Stock Financing”). For each share sold, we also issued a warrant to purchase four shares of Series B-3 preferred stock (with total warrants issued being for 2,824,974 shares of Series B-3 preferred stock) with a strike price of $2.03 per share. The B-2 Preferred Stock Financing included, at our audit committee’s option, a second tranche for the sale of up to 518,854 shares of Series B-2 preferred stock for $7,347 (which could be increased up to $10,000 through the sale of additional shares), with each such share of Series B-2 preferred stock accompanied by a warrant to purchase four shares of Series B-3 preferred stock at a strike price of $2.03 per share, for a total of 2,075,417 shares of Series B-3 preferred stock, and a third tranche, at the election of investors who participated in the second tranche, for the sale of up to 306,053 shares of Series B-2 preferred stock for $4,334 (which could be increased up to an aggregate of 353,121 shares of Series B-2 preferred stock for approximately $5,000 through the sale of additional shares of Series B-2 preferred stock), with each such share of Series B-2 preferred stock accompanied by a warrant to purchase eight shares of Series B-3 preferred stock at a strike price of $2.03 per share, for a total of 2,448,428 shares of Series B-3 preferred stock. Investors can elect to not participate in the second tranche, and thereby give up their rights to participate in the third tranche, but such election would cause all of their shares of Series B-2 preferred stock and Series B-3 preferred stock to immediately convert to common stock and any warrants to purchase Series B-3 preferred stock to convert to warrants to purchase common stock.

As a result of the issuance of the Series B-2 preferred stock, accompanying warrants to purchase Series B-3 preferred stock, and the second and third tranche rights and obligations, the anti-dilution feature of all prior issued preferred stock series was triggered. In accordance with the anti-dilution rights in the Company’s certificate of incorporation, and in connection with the initial closing of the B-2 Preferred Stock Financing, the conversion prices of the Company’s preferred stock (i) were adjusted to $1.06 for Series A-1 preferred stock, $0.33 for Series A-2 preferred stock, $0.37 for Series A-3 preferred stock, $0.34 for Series A-4 preferred stock, $0.37 for Series A-5 preferred stock, $0.42 for Series A-6 preferred stock, $0.26 for Series B preferred stock, and $0.30 for Series B-1 preferred stock and (ii) set to $0.35 for Series B-2 preferred stock and $0.05 for Series B-3 preferred stock, which correlate to approximate (in each case rounded to three decimals) exchange ratios of 1.155 to 1 for Series A-1 preferred stock, 1.173 to 1 for Series A-2 preferred stock, 1.162 to 1 for Series A-3 preferred stock, 1.165 to 1 for Series A-4 preferred stock, 1.189 to 1 for Series A-5 preferred stock, 1.190 to 1 for Series A-6 preferred stock, 1.154 to 1 for Series B preferred stock, 1.167 to 1 for Series B-1 preferred stock, 1 to 1 for Series B-2 preferred stock and 1 to 1 for Series B-3 preferred stock.

We offered the Series B-2 preferred stock to all of our existing preferred stockholders (representing approximately 99.2% of our then-outstanding shares on an as-converted to common stock basis) to continue to fund our operations through the expected period for completing the Business Combination (see Note 11), including expenses expected to be incurred in connection with the Business Combination and readying ourselves to be a public company. Board members, executives and other employees who participated in the B-2 Preferred Stock Financing did so under the same terms as other holders who do not provide services. As such, the Company concluded the B-2 Preferred Stock Financing was not compensatory and is not within the scope of ASC Topic 718, Compensation — Stock Compensation.

The warrants to purchase Series B-3 preferred stock (“Series B-3 Warrants”) represent freestanding financial instruments that should be recognized as a liability as we are required to deliver puttable shares upon exercise of the warrants, which may be ultimately settled for cash due to the in-substance redemption feature, as described above. Similarly, the combined rights and obligations for the second and third tranches for Series B-2 preferred stock (“Series B-2 Tranche Liability”) represents a freestanding financial instrument that should be classified as a liability under ASC 480 as, (i) the decision to exercise the tranche is outside of our control, as holders of Series B-2 preferred stock represent a majority of our Audit Committee (which, pursuant to the financing agreements for the B-2 Preferred Stock Financing determines whether to call the second tranche), and (ii) the Company is required to deliver puttable shares upon execution of the tranches rights and obligations, which may be ultimately settled in cash. Both the Series B-3 Warrants and the Series B-2 Tranche Liability are classified as liabilities and are presented on the accompanying Condensed Consolidated Balance Sheets at their estimated fair values at each reporting date and immediately prior to settlement with the resulting change in fair value recognized in earnings.

2023 Financing

In January through September 2023, holders of warrants to purchase 4,771,642 shares of Series B-3 preferred stock exercised their purchase rights, for proceeds of approximately $9,630. In addition, $25,409 of warrant liabilities was transferred to Series B-3 preferred stock. Also, holders of warrants to purchase 11,123 shares of Series B preferred stock exercised their purchase rights, for proceeds of $4, plus the transfer of warrant liabilities of $106 to Series B preferred stock.

In March 2023, we effectuated closings (“Second Tranche Closings”) of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 207,541 shares of Series B-2 preferred stock and accompanying warrants to purchase 830,167 shares of Series B-3 preferred stock, representing 40% of the shares committed in the second tranche, were sold for an aggregate purchase price of approximately $2,932, net of execution costs, and (ii) 17,656 shares of Series B-2 preferred stock and accompanying warrants to purchase 70,624 shares of Series B-3 preferred stock, none of which were shares committed in the second tranche, were sold for an aggregate purchase price of $250. As a result of the closings of a portion of the second tranche of the B-2 Preferred Stock Financing described above, in accordance with the anti-dilution rights in the Company’s certificate of incorporation, the conversion prices of the Company’s preferred stock were adjusted. The conversion prices were further adjusted as a result of the June 2023 exercise of a portion of the second tranche of the B-2 Preferred Stock Financing described below, which represent the conversion prices in effect on the Closing Date.

In May 2023, we amended the Series B-2 preferred stock agreement and warrant agreement to purchase Series B-3 preferred stock to extend the expiration date for the second tranche from February 28, 2023, to May 31, 2023.

In June 2023, we effectuated closings of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 257,779 shares of Series B-2 preferred stock and accompanying warrants to purchase 1,031,116 shares of Series B-3 preferred stock, representing approximately 49.7% of the shares committed in the second tranche, were sold for an aggregate purchase price of approximately $3,650, and (ii) 165,967 shares of Series B-2 preferred stock and accompanying warrants to purchase 663,868 shares of Series B-3 preferred stock, none of which were shares committed in the second tranche, were sold for an aggregate purchase price of $2,350. As a result of the closings of a portion of the second tranche of the B-2 Preferred Stock Financing described above, in accordance with the anti-dilution rights in the Company’s certificate of incorporation, the conversion prices of the Company’s preferred stock (i) were adjusted to $38.84 for Series A-1 preferred stock, $12.14 for Series A-2 preferred stock, $13.36 for Series A-3 preferred stock, $12.55 for Series A-4 preferred stock, $13.36 for Series A-5 preferred stock, $14.97 for Series A-6 preferred stock, $9.71 for Series B preferred stock, and $10.93 for Series B-1 preferred stock and (ii) remained the same for Series B-2 preferred stock $14.16 and Series B-3 preferred stock $2.03, which correlate to approximate (in each case rounded to three decimals) exchange ratios of 1.275 to 1 for Series A-1 preferred stock, 1.290 to 1 for Series A-2 preferred stock, 1.303 to 1 for Series A-3 preferred stock, 1.277 to 1 for Series A-4 preferred stock, 1.333 to 1 for Series A-5 preferred stock, 1.351 to 1 for Series A-6 preferred stock, 1.250 to 1 for Series B preferred stock, 1.296 to 1 for Series B-1 preferred stock, 1 to 1 for Series B-2 preferred stock and 1 to 1 for Series B-3 preferred stock. These conversion prices remained in effect at the Closing Date. Any portion of the Series B-3 Warrants that remained unexercised at the time the Business Combination is consummated were automatically net settled for shares of Legacy TriSalus Common Stock immediately prior to the closing of the Business Combination (see Note 3) and exchanged into shares of our Common Stock at the Closing Date.

The fair value of the Series B-3 Warrants as of December 31, 2022, was determined using a probability-weighted expected outcome model whereby the following two scenarios were probability-weighted based on the Company’s expectation of each occurring: (1) a status quo scenario whereby the Company would continue as a private company and (2) a scenario where the Business Combination would close. The fair value of the Series B-3 Warrants as of August 10, 2023, was determined solely using the scenario where the Business Combination would close. Under the status quo scenario, the Series B-3 Warrants, including warrants to be issued under the second and third tranches, were valued using the Black-Scholes model. The fair value of the Series B-2 Tranche Liability was determined using a Binomial Tranche Model. Both models incorporated the following significant assumptions for the respective valuation dates:


			December 31, 2022
Series B-2 preferred stock fair value per share			$14.97
Series B-2 preferred stock exercise price per share			$14.16
Series B-3 preferred stock fair value per share			$3.24
Series B-3 Warrants exercise price per share			$2.03
Volatility			50.0% – 65.0%
Risk free rate			4.0% – 4.7%
Series B-2 Tranche Liability expected term			0.2 – 0.4 years
Series B-3 Warrants expected term			5.8 – 6.0 years
Expected dividends			—

The fair value of the underlying shares of Series B-2 preferred stock and the Series B-3 Warrants used in these models were derived from estimates of the Company’s equity fair value using the Guideline Public Company Method, specifically revenue multiples of comparable public companies were multiplied by the Company’s forecasted 2023 and

2024 revenue. The valuation of Series B-3 Warrants under the Business Combination scenario incorporates an estimate of the fair value of the underlying Series B-3 preferred stock upon the close of the Business Combination of $9.31 and $10.93 per share, as of August 10, 2023, and December 31, 2022, respectively, which is based upon the enterprise value stated in the Merger Agreement of $220,000 allocated to all outstanding shares of preferred stock, warrants to purchase preferred stock, and common stock on an as-if converted basis, and for the December 31, 2022 valuation, discounted at 30% from the expected Business Combination Closing Date. The Business Combination scenario as of August 10, 2023, and December 31, 2022, assumed there would be no additional exercises of the second and third tranches, and thus no value was assigned to the outstanding tranche rights and obligations, as the Company would not exercise its right to call the remaining second tranche.

The fair value of the Series B-3 Warrant Liabilities at issuance resulting from the completion of the Second Tranche Closings was estimated at $14,701. The excess of the warrant liability’s fair value compared to the proceeds received in the Second Tranche Closings resulted in a charge to loss on equity issuance in the Condensed Consolidated statements of operations of $4,171 for the nine months ended September 30, 2023.

Nature of Business (Details) $ / shares in Units, shares in Thousands, $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended		177 Months Ended
	Aug. 10, 2023 USD ($)	Jul. 31, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) product_line $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares
Nature of Business [Line Items]
Number of product lines in development \| product_line				2
Issuance of stock			$ 34,151			$ 551
Proceeds from business combination	$ 36,854			$ 36,854	$ 0	36,854
Accumulated deficit			212,867	212,867		212,867	$ 186,358
Proceeds from the issuance of preferred stock				9,189	3,499
Proceeds from exercise of preferred stock warrants				9,630	0
Cash proceeds from the exercise of stock options				94	$ 73
Cash and cash equivalents			$ 21,383	$ 21,383		$ 21,383	$ 9,414
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
Purchase agreement period				24 months
Purchase agreement, number of trading days used for measurement of market price				3 days
Purchase agreement, ownership limitation			0.0499	0.0499		0.0499
Purchase agreement, exchange cap			0.1999	0.1999		0.1999
Standby Equity Purchase Agreement
Nature of Business [Line Items]
Sale of stock, authorized amount				$ 30,000
Purchase agreement, maximum shares allowed, percentage of average daily volume				1
Purchase agreement, number of days used for measurement of average daily trading volume				10 days
Maximum shares of common stock allowed under Purchase Agreement (in shares) \| shares			1,000	1,000		1,000
Purchase agreement, sales price, percentage of market price			0.96	0.96		0.96
Purchase agreement, sales price, percentage of market price during three consecutive trading days			0.97	0.97		0.97
Convertible notes and warrants
Nature of Business [Line Items]
Issuance of stock						$ 44,692
Preferred stock
Nature of Business [Line Items]
Issuance of stock						$ 164,364
Series B-3
Nature of Business [Line Items]
Proceeds from exercise of preferred stock warrants		$ 4,530

Cash, cash equivalents and restricted cash

9 Months Ended

Sep. 30, 2023

Cash and Cash Equivalents [Abstract]

Cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following:


	September 30, 2023		December 31, 2022
Cash and cash equivalents	$	21,383	$	9,414
Restricted cash (included in Other assets)	250		250
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	21,633	$	9,664

Restricted cash is $250 held by our bank to support our corporate credit card program.

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001
Liquidation preference (in dollars per share)	$ 10.00
Preferred stock, shares authorized (in shares)	10,000,000
Preferred stock, shares issued (in shares)	4,015,002
Preferred stock, shares outstanding (in shares)	4,015,002
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000	30,898,162
Common stock, shares issued (in shares)	26,316,681	347,926
Common stock, shares outstanding (in shares)	26,316,681	347,926

Cash, cash equivalents and restricted cash (Tables)

9 Months Ended

Sep. 30, 2023

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents

Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following:


	September 30, 2023		December 31, 2022
Cash and cash equivalents	$	21,383	$	9,414
Restricted cash (included in Other assets)	250		250
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	21,633	$	9,664

Schedule of Restricted Cash

Cash, cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, consisted of the following:


	September 30, 2023		December 31, 2022
Cash and cash equivalents	$	21,383	$	9,414
Restricted cash (included in Other assets)	250		250
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	21,633	$	9,664

Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2023	Aug. 10, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Convertible preferred stock, shares outstanding (in shares)	706,243
Convertible preferred stock		$ 203,974	$ 164,006	$ 164,006	$ 160,507
Series A-1
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)			$ 0.001
Convertible preferred stock, shares issued (in shares)			131,797
Convertible preferred stock, shares outstanding (in shares)			131,797
Convertible preferred stock		6,065	$ 6,065
Series A-2
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)			$ 0.001
Convertible preferred stock, shares issued (in shares)			576,126
Convertible preferred stock, shares outstanding (in shares)			576,126
Convertible preferred stock		8,976	$ 8,976
Series A-3
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)			$ 0.001
Convertible preferred stock, shares issued (in shares)			612,822
Convertible preferred stock, shares outstanding (in shares)			612,822
Convertible preferred stock		10,611	$ 10,611
Series A-4
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)			$ 0.001
Convertible preferred stock, shares issued (in shares)			127,787
Convertible preferred stock, shares outstanding (in shares)			127,787
Convertible preferred stock		1,993	$ 1,993
Series A-5
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)			$ 0.001
Convertible preferred stock, shares issued (in shares)			730,320
Convertible preferred stock, shares outstanding (in shares)			730,320
Convertible preferred stock, shares authorized (in shares)			734,533
Convertible preferred stock		12,858	$ 12,858
Series A-6
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)			$ 0.001
Convertible preferred stock, shares issued (in shares)			800,657
Convertible preferred stock, shares outstanding (in shares)			800,657
Convertible preferred stock, shares authorized (in shares)			805,848
Convertible preferred stock		15,476	$ 15,476
Series B
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)			$ 0.001
Convertible preferred stock, shares issued (in shares)			6,984,971
Convertible preferred stock, shares outstanding (in shares)			6,984,971
Convertible preferred stock, shares authorized (in shares)			7,021,678
Convertible preferred stock		84,637	$ 84,528
Series B-1
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)			$ 0.001
Convertible preferred stock, shares issued (in shares)			1,659,672
Convertible preferred stock, shares outstanding (in shares)			1,659,672
Convertible preferred stock, shares authorized (in shares)			1,659,672
Convertible preferred stock		23,500	$ 23,499
Series B-2
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)			$ 0.001
Convertible preferred stock		0	$ 0
Series B-3
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)			$ 0.001
Convertible preferred stock, shares issued (in shares)			0
Convertible preferred stock, shares outstanding (in shares)			0
Convertible preferred stock		$ 39,858	$ 0

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022, included in MTAC's Proxy Statement/Prospectus filed with the SEC on July 18, 2023. Certain information and footnote disclosures, including significant accounting policies, normally included in fiscal year financial statements prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP”) have been condensed or omitted. The Condensed Consolidated Balance Sheets as of December 31, 2022, was derived from the audited financial statements. We do not have any activity that would be reported on a Statement of Comprehensive Income. (a)Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with original maturities of three months or less at time of purchase to be cash equivalents. We invest excess cash primarily in money market funds. At September 30, 2023, we had $8,617 invested in a money market fund, which is is a Level 1 instrument. (b)Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We periodically review our allowance for doubtful accounts and establish reserves based on management’s expectations of realization based on historical write-off experience, as well as current general economic conditions and expectations regarding collection. Account balances are charged against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. (c)Inventory Inventory is carried at the lower of cost or net realizable value. The balance includes the cost of raw material, and finished goods — including direct labor and manufacturing overhead — and is recorded on the first-in-first-out method. Write-downs for excess and obsolete inventory are charged to cost of goods sold in the period when conditions giving rise to the write-downs are first recognized. Valuation reserves are recorded when, in our best judgment, we determine the carrying value of the affected inventory may be impaired or its cost exceeds its net realizable value. (d)Property and Equipment Property and equipment are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from 2 to 7 years. Leasehold improvements are amortized on a straight-line basis over the lesser of estimated useful lives or the lease term. (e)Impairment and Disposal of Long-Lived Assets We review long-lived assets and intangible assets (principally patents) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is generally measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the estimated fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. (f)Leases We account for leases in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases. We determine if an arrangement is or contains a lease at contract inception, and, if it does, the lease is recorded on the Condensed Consolidated Balance Sheets with right-of-use assets (“ROU”) representing the Company’s right to use an underlying asset for the lease term and lease liabilities representing our obligation to make lease payments. Lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease ROU assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable. As the implicit rate in our leases is typically unknown, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. When calculating our incremental borrowing rates, we consider our credit risk, the term of the lease, and total lease payments and adjusts for the impacts of collateral as necessary. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We have elected to not separate lease and non-lease components for any leases within our existing classes of assets and, as a result, account for any lease and non-lease components as a single lease component. We have also elected not to apply the recognition requirement for leases with a term of 12 months or less. We recognize an ROU asset and a lease liability at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented separately from interest expense on the lease liability. Finance lease ROU assets are presented with property and equipment, net in the Condensed Consolidated Balance Sheets. (g)Warrant and Tranche Liabilities Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the financial statements. We present such liabilities on the Condensed Consolidated Balance Sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value is recognized in the Condensed Consolidated Statements of Operations. Historically, we have determined that the warrants issued to investors and lenders which are exercisable for shares of our Series B-3 convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock. See Note 9 for further discussion. We determined that both the public and private placement warrants do not meet the criteria to be equity classified and should be recorded as liabilities. Our analysis concluded liability classification under ASC 815, Derivatives and Hedging, as these warrants include a provision that could allow cash settlement upon an event outside the control of the Company, and such event may not result in a change in control of the Company. In addition, the private placement warrants include a feature that can require an adjustment of the exercise price in certain circumstances after a change of control. As a result, the Private and Public Warrants do not meet the criteria for equity classification. See Note 9 for further discussion. The Series B-2 Preferred Stock Financing (as described in Note 11) included second and third tranche rights and obligations to investors who participated in the initial B-2 Preferred Stock Financing round. We offered the Series B-2 preferred stock to all of our preferred stockholders at the time of the initial B-2 Preferred Stock Financing round (representing approximately 99.2% of our then-outstanding shares on an as-converted to common stock basis). The second and third tranche rights and obligations were exercisable into shares of our convertible preferred stock at a specified future date. The second and third tranche rights and obligations are considered freestanding financial instruments, and are classified as liabilities under ASC 480. See Note 11 for further discussion. (h)Contingent Earnout Liability In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the "Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”). Pursuant to the Sponsor Support Agreement, 3,125,000 shares of Common Stock in the Company held by the Sponsor Holders immediately after the Closing Date (such shares, the “Sponsor Earnout Shares”) became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5th anniversary of the Closing Date (the “Earnout Period”). The Sponsor Earnout Shares are classified as a liability in the Company’s Condensed Consolidated Balance Sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value at the Closing Date and is subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the Condensed Consolidated Statements of Operations. See Notes 3 and 8 for further detail. (i)Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of earnout, warrant and tranche liabilities, and the valuation allowance on deferred tax assets. (j)Concentrations of Credit Risk and Other Risks and Uncertainties Our cash and cash equivalents are deposited primarily with two financial institutions and one investment institution. At times, the deposits in these institutions may exceed the amount of insurance provided on such deposits. We have not experienced any losses in such accounts and believe that we are not exposed to any significant risk on these balances. (k)Share-Based Compensation We account for all employee and non-employee share-based compensation awards by recording expense based on the estimated fair value of the awards at the time of grant using the Black-Scholes-Merton option valuation model (“Black-Scholes”). The determination of fair value using an option-pricing model is affected by the estimated fair value of the Company’s stock, as well as assumptions regarding a number of variables including, but not limited to, the fair value of underlying stock at the grant date, expected volatility of the underlying stock over the term of the awards, projected employee stock option exercise behaviors, and risk-free interest rates. We have elected to not include an estimated forfeiture rate in our share-based compensation expense recognition, in accordance with ASC Topic 718, Compensation — Stock Compensation, and we account for forfeitures in the period in which they occur. The estimated fair value of options granted is recognized as compensation expense on a straight-line basis over the expected life for each separately vesting portion of the awards. The fair value of options granted to non-employees is periodically reevaluated and adjusted to current fair value. (l)Segment Reporting We have determined, in accordance with ASC Topic 280, Segment Reporting, that we operate under one operating segment, and therefore one reportable segment, TriSalus. Our Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of assessing performance and allocation resources. All of our long-lived assets, and all of our customers, are located in the United States. (m)Revenue Recognition Our revenue is derived from the shipments of our PEDD infusion systems to our customers. Our customers are generally comprised of hospitals, clinics and physicians. Under ASC Topic 606, Revenue Recognition, we evaluate five steps to determine the appropriate timing and amount to recognize revenue. The five steps are: (a)Identify the contract — We do not maintain long-term contracts with our customers. Typically, customers will submit a purchase order to us for delivery of a quantity of our products, which incorporate enforceable rights and obligations constituting the contract with the customer. (b)Identify the performance obligation — Our performance obligation is to deliver the ordered products in accordance with the terms of the purchase order, which constitutes a single performance obligation. We do not have any on-going service obligation after delivery. (c) Determine the transaction price — We maintain a single sales price for each of our products, which is generally fixed. We do not have a history of any significant refunds, allowances or other concessions provided to our customers from the agreed-upon sales price after delivery of the product. (d)Allocate the transaction price – We do not have multiple performance obligations to complete when we fulfill a purchase order, therefore, the transaction price is fully allocated to the units being sold. (e)Recognize revenue – We recognize revenue at the point‐in‐time when the units for a purchase order have been shipped and control of the units has transferred to the customer, as evidenced by the delivery terms on the shipping documents. Typically, we ship Ex Works, so we recognize revenue when the shipment leaves our premises. In a small number of cases, the purchase order specifies alternate shipping terms, usually DAP (delivery at place). In those cases, we defer revenue recognition until we are assured the units have been delivered and control has transferred to the customer. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. ASU 2016-13 replaces the current incurred loss methodology for credit losses and removes the thresholds that companies apply to measure credit losses on financial statements measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. The determination of the allowance for credit losses under the new standard would typically be based on evaluation of a number of factors, including, but not limited to, general economic conditions, payment status, historical collection patterns and loss experience, financial strength of the borrower, and nature, extent and value of the underlying collateral. For smaller reporting companies, ASU 2016-13 is effective for fiscal years and for interim periods within those fiscal years beginning after December 15, 2022. It requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. We adopted ASU 2016-13 on January 1, 2023. The effect of the adoption had an immaterial impact on our condensed consolidated financial statements.

Financial Instruments - Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Contingent earnout liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 0
Change in Unrealized (Gains) Losses	(19,904)
Issuances (Settlements)	28,927
Net Transfer In (Out) of Level 3	0
Ending balance	9,023
Warrant liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	369	$ 391
Change in Unrealized (Gains) Losses	0	(19)
Issuances (Settlements)	(369)	0
Net Transfer In (Out) of Level 3	0	0
Ending balance	0	$ 372
Series B-2 tranche liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	4,702
Change in Unrealized (Gains) Losses	(3,200)
Issuances (Settlements)	(1,502)
Net Transfer In (Out) of Level 3	0
Ending balance	0
Series B-3 Warrant liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	15,819
Change in Unrealized (Gains) Losses	(311)
Issuances (Settlements)	(15,508)
Net Transfer In (Out) of Level 3	0
Ending balance	0
Settlements	25,409
Final net exercise	4,800
Issuances	$ 14,701

Contingent Earnout Liability - Narrative (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Aug. 10, 2023 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liability, noncurrent	$ 28,927
Estimated dividend yield
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liability, measurement input	0	0		0		0
Contingent earnout liability
Derivative Instruments, Gain (Loss) [Line Items]
Shares unvested (in shares) \| shares	3,125,000
Derivative liability, noncurrent		$ 9,023		$ 9,023
Gain (loss) on derivatives		$ 19,904	$ 0	$ 19,904	$ 0

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes At the end of each interim period, we make our best estimate of the effective tax rate expected to be applicable for the full calendar year and use that rate to provide for income taxes on a current year-to-date basis before discrete items. If a reliable estimate cannot be made, we may make a reasonable estimate of the annual effective tax rate, including use of the actual effective rate for the year-to-date. The impact of the discrete items is recorded in the quarter in which they occur. We utilize the balance sheet method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. In assessing the realizability of the deferred tax assets, we considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized through the generation of future taxable income. In making this determination, we assessed all of the evidence available at the time including recent earnings, forecasted income projections, and historical financial performance. We have fully reserved deferred tax assets as a result of this assessment. Based on our full valuation allowance against the net deferred tax assets, our effective federal tax rate for the calendar year is zero, and we recorded an immaterial income tax expense in the nine months ended September 30, 2023 and 2022.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Net Loss per Share - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Deemed dividend to preferred stockholders	$ 0	$ 0	$ 2,981	$ 0
Increase in net loss per common share, deemed dividend (in dollars per share)			$ (0.72)

Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands				1 Months Ended				3 Months Ended		9 Months Ended
	Aug. 10, 2023 USD ($) $ / shares shares	Aug. 09, 2023 $ / shares	Jun. 01, 2023 USD ($)	Jul. 31, 2023 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) shares	Oct. 31, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 $ / shares shares
Temporary Equity [Line Items]
Preferred stock, shares authorized (in shares)								10,000,000		10,000,000
Preferred stock available for future issuance (in shares)								5,984,998		5,984,998
Undeclared dividends \| $								$ 458	$ 0	$ 458	$ 0
Automatic conversion, anniversary	4 years
Conversion price, first automatic reset		18 months
Conversion price, second automatic reset		47 months
Series A Convertible Preferred Stock, floor conversion price (in dollars per share) \| $ / shares		$ 2.10
Number of trading days, VWAP		10 days
Liquidation preference (in dollars per share) \| $ / shares								$ 10.00		$ 10.00
Sale of stock (in shares)	4,015,002
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 10.00
Net proceeds on sale of stock \| $	$ 40,150
Warrants outstanding (in shares)	14,266,605							14,266,605		14,266,605		2,871,084
Percentage of then-outstanding preferred stock on an as-converted to common stock basis										0.992
Proceeds from exercise of preferred stock warrants \| $										$ 9,630	0
Transfer of warrant liability to preferred stock upon exercise of warrants \| $										25,409	0
Enterprise value \| $										220,000
Loss on equity issuance \| $								$ 0	$ 0	$ 4,171	$ 0
Measurement Input, Discount Rate
Temporary Equity [Line Items]
Derivative liability, measurement input												0.30
Series B-3
Temporary Equity [Line Items]
Warrants outstanding (in shares)							2,824,974					2,824,974
Warrants exercised (in shares)										4,771,642
Series B
Temporary Equity [Line Items]
Warrants outstanding (in shares)												36,707
Warrants exercised (in shares)										11,123
Proceeds from exercise of preferred stock warrants \| $										$ 4
Transfer of warrant liability to preferred stock upon exercise of warrants \| $										$ 106
Tranche Two
Temporary Equity [Line Items]
Percentage of shares committed					0.497	0.40
Fair value of warrant liability \| $			$ 14,701
Private Placement \| Series B-3
Temporary Equity [Line Items]
Strike price (in dollars per share) \| $ / shares							$ 2.03
Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Issuances (in shares)	4,015,002
Proceeds from the issuance of preferred stock \| $	$ 40,150
Preferred stock, shares authorized (in shares)								10,000,000		10,000,000
Original issue price (in dollars per share) \| $ / shares		$ 10.00						$ 10.00		$ 10.00
Preferred stock, dividend rate, percentage		8.00%								8.00%
Liquidation preference (in dollars per share) \| $ / shares								$ 10.00		$ 10.00
Series B-2
Temporary Equity [Line Items]
Sale of stock (in shares)					165,967	17,656
Net proceeds on sale of stock \| $					$ 2,350	$ 250
Conversion price (in dollars per share) \| $ / shares					$ 14.16		$ 0.35
Conversion ratio					0.01		0.01
Percentage of then-outstanding preferred stock on an as-converted to common stock basis										0.992
Series B-2 \| Tranche Two
Temporary Equity [Line Items]
Sale of stock (in shares)					257,779	207,541
Net proceeds on sale of stock \| $					$ 3,650	$ 2,932
Series B-2 \| Private Placement
Temporary Equity [Line Items]
Sale of stock (in shares)							706,243
Sale of stock, price per share (in dollars per share) \| $ / shares							$ 14.16
Net proceeds on sale of stock \| $							$ 9,755
Series B-2 \| Private Placement \| Tranche Two
Temporary Equity [Line Items]
Sale of stock (in shares)							518,854
Net proceeds on sale of stock \| $							$ 7,347
Series B-2 \| Private Placement \| Tranche Three
Temporary Equity [Line Items]
Sale of stock (in shares)							306,053
Net proceeds on sale of stock \| $							$ 4,334
Series B-2 \| Private Placement \| Maximum \| Tranche Two
Temporary Equity [Line Items]
Consideration received, potential increased amount \| $							10,000
Series B-2 \| Private Placement \| Maximum \| Tranche Three
Temporary Equity [Line Items]
Consideration received, potential increased amount \| $							$ 5,000
Number of shares issued in transaction, potential increased amount (in shares)							353,121
Series B-3
Temporary Equity [Line Items]
Sale of stock (in shares)					663,868	70,624
Class of warrant or right, number of securities called by each warrant or right (in shares)							4
Conversion price (in dollars per share) \| $ / shares					$ 2.03		$ 0.05
Conversion ratio					0.01		0.01
Proceeds from exercise of preferred stock warrants \| $				$ 4,530
Series B-3 \| Series B-2, B-3 preferred stock fair value per share \| Valuation, Reverse Recapitalization Approach, Enterprise Value
Temporary Equity [Line Items]
Derivative liability, measurement input \| $ / shares	9.31											10.93
Series B-3 \| Tranche Two
Temporary Equity [Line Items]
Sale of stock (in shares)					1,031,116	830,167
Class of warrant or right, number of securities called by each warrant or right (in shares)							4
Strike price (in dollars per share) \| $ / shares							$ 2.03
Series B-3 \| Tranche Three
Temporary Equity [Line Items]
Class of warrant or right, number of securities called by each warrant or right (in shares)							8
Strike price (in dollars per share) \| $ / shares							$ 2.03
Series B-3 \| Private Placement \| Tranche Two
Temporary Equity [Line Items]
Sale of stock (in shares)							2,075,417
Series B-3 \| Private Placement \| Tranche Three
Temporary Equity [Line Items]
Sale of stock (in shares)							2,448,428
Series A-1
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 38.84		$ 1.06
Conversion ratio					0.01275		0.01155
Series A-2
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 12.14		$ 0.33
Conversion ratio					0.01290		0.01173
Series A-3
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 13.36		$ 0.37
Conversion ratio					0.01303		0.01162
Series A-4
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 12.55		$ 0.34
Conversion ratio					0.01277		0.01165
Series A-5
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 13.36		$ 0.37
Conversion ratio					0.01333		0.01189
Series A-6
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 14.97		$ 0.42
Conversion ratio					0.01351		0.01190
Series B
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 9.71		$ 0.26
Conversion ratio					0.01250		0.01154
Series B-1
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 10.93		$ 0.30
Conversion ratio					0.01296		0.01167

Warrants (Tables)

9 Months Ended

Sep. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Schedule of Warrants Outstanding

Warrants outstanding at September 30, 2023, and December 31, 2022, are as follows:


	September 30, 2023	December 31, 2022
Public Warrants	8,333,272	—
Private Placement Warrants	5,933,333	—
Series B-3 Warrants	—	15,819,000
Total warrants	14,266,605	15,819,000

Warrants to purchase convertible preferred stock at September 30, 2023, and December 31, 2022, are as follows:


Series	September 30, 2023	December 31, 2022
Series A-5 preferred stock, $17.81 exercise price	—	4,213
Series A-6 preferred stock, $20.23 exercise price	—	5,190
Series B preferred stock, $0.41 exercise price	—	36,707
Series B-3 preferred stock, $2.03 exercise price	—	2,824,974
Total warrants	—	2,871,084

The following table summarizes activity in warrants to purchase preferred stock in the nine months ended September 30, 2023. There was no activity in the nine months ended September 30, 2022.


Series	Balance at December 31, 2022	Exercises	Issuances	Retirements / Conversions	Balance at September 30, 2023
Series A-5	4,213	—	—	(4,213)	—
Series A-6	5,190	—	—	(5,190)	—
Series B	36,707	(11,123)	—	(25,584)	—
Series B-3	2,824,974	(4,771,642)	2,595,777	(649,109)	—

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss available to common stockholders	$ (23,529)	$ (24,645)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	500	452
Loss on equity issuance	4,171	0
Stock-based compensation expense	402	251
Loss on disposal of fixed assets	60	50
Milestone payments to Dynavax	1,000	1,000
Changes in operating assets and liabilities:
Accounts receivable	(1,477)	(936)
Inventory	(158)	6
Prepaid expenses	1,041	(1,306)
ROU assets	130	38
Trade payables, accrued expenses and other liabilities	(2,772)	1,108
Net cash used in operating activities	(41,196)	(24,003)
Cash flows from investing activities:
Purchases of property and equipment	(216)	(451)
Milestone payments to Dynavax	(1,000)	(1,000)
Cash paid for intellectual property and licenses	(205)	(63)
Net cash used in investing activities	(1,421)	(1,514)
Cash flows from financing activities:
Proceeds from the issuance of preferred stock	9,189	3,499
Refundable prepayments for Series B-2 preferred stock	0	3,986
Proceeds from exercise of preferred stock warrants	9,630	0
Proceeds from Business Combination	36,854	0
Offering costs related to Business Combination	(1,116)	0
Payments on finance lease liabilities	(65)	(4)
Cash proceeds from the exercise of stock options	94	73
Net cash provided by financing activities	54,586	7,554
Increase (decrease) in cash, cash equivalents and restricted cash	11,969	(17,963)
Cash, cash equivalents and restricted cash, beginning of period	9,664	30,301
Cash, cash equivalents and restricted cash, end of period	21,633	12,338
Supplemental disclosure of noncash items:
Transfer of warrant liability to preferred stock upon exercise of warrants	25,409	0
Tranche and warrant liability
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability	(660)	(21)
Contingent earnout liability
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability	$ (19,904)	$ 0

Preferred Stock - Summary of Warrants to Purchase Convertible Preferred Stock (Details) - $ / shares	Sep. 30, 2023	Aug. 10, 2023	Dec. 31, 2022	Oct. 31, 2022
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)		$ 11.50
Warrants outstanding (in shares)	14,266,605	14,266,605	2,871,084
Series A-5
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			$ 17.81
Warrants outstanding (in shares)			4,213
Series A-6
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			$ 20.23
Warrants outstanding (in shares)			5,190
Series B
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			$ 0.41
Warrants outstanding (in shares)			36,707
Series B-3
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			$ 2.03
Warrants outstanding (in shares)			2,824,974	2,824,974

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 21,383	$ 9,414
Accounts receivable	3,052	1,557
Inventory, net	1,629	1,471
Prepaid expenses	2,977	4,772
Total current assets	29,041	17,214
Property and equipment, net	1,897	2,231
Right-of-use assets	1,252	1,381
Intangible assets, net	997	802
Other assets	367	367
Total assets	33,554	21,995
Current liabilities:
Trade payables	1,899	4,947
Accrued liabilities	6,600	6,377
Short-term lease liabilities	379	370
Other current liabilities	427	142
Total current liabilities	9,305	32,357
Long-term lease liabilities	1,318	1,593
Total liabilities	25,067	34,319
Commitments and contingencies
Convertible preferred stock		164,006
Stockholders’ equity (deficit):
Preferred stock, Series A, $0.0001 par value per share, $10.00 liquidation value per share. Authorized 10,000,000 and 0 shares at September 30, 2023, and December 31, 2022, respectively; issued and outstanding, 4,015,002 and 0 shares at September 30, 2023, and December 31, 2022, respectively	1
Common stock, $0.0001 par value per share. Authorized 400,000,000 and 30,898,162 shares at September 30, 2023, and December 31, 2022, respectively; issued and outstanding, 26,316,681 and 347,926 shares at September 30, 2023, and December 31, 2022, respectively	2	0
Additional paid-in capital	221,351	10,028
Accumulated deficit	(212,867)	(186,358)
Total stockholders’ equity (deficit)	8,487	(176,330)
Total liabilities and stockholders’ equity (deficit)	33,554	21,995
Series B-2 tranche liabilities
Current liabilities:
Derivative liability, current		4,702
Series B-3 Warrant liabilities
Current liabilities:
Derivative liability, current		15,819
Contingent earnout liability
Current liabilities:
Derivative liability, noncurrent	9,023
Warrant liability
Current liabilities:
Derivative liability, noncurrent	$ 5,421	$ 369

Business Combinations (Details) $ / shares in Units, $ in Thousands		2 Months Ended	9 Months Ended		177 Months Ended
	Aug. 10, 2023 USD ($) trading_day $ / shares shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares
Reverse Recapitalization [Line Items]
Exchange ratio \| shares	0.02471853
Stock converted, reverse recapitalization (in shares) \| shares	21,999,886
Proceeds from transaction	$ 42,854
Proceeds from MTAC trust account	2,704
Proceeds from private placement	40,150
Expenses related to business combination	1,742		$ 1,116	$ 0
Proceeds from business combination	36,854		$ 36,854	$ 0	$ 36,854
Transaction costs incurred	6,069
Transaction costs paid from proceeds	4,327
MTAC warrants	$ 28,927
Common stock, shares outstanding (in shares) \| shares	26,316,681	26,316,681	26,316,681		26,316,681	347,926
Options and RSU's outstanding (in shares) \| shares	2,816,224	7,500,732	7,500,732		7,500,732
Warrants outstanding (in shares) \| shares	14,266,605	14,266,605	14,266,605		14,266,605	2,871,084
Sale of stock (in shares) \| shares	4,015,002
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 10.00
Net proceeds on sale of stock	$ 40,150
Derivative instrument, contingent consideration, liability, earnout period	5 years
Warrant liability
Reverse Recapitalization [Line Items]
MTAC warrants		$ 5,421	$ 5,421		$ 5,421	$ 369
Minimum
Reverse Recapitalization [Line Items]
Earnout period, threshold trading days \| trading_day	20
Maximum
Reverse Recapitalization [Line Items]
Earnout period, threshold consecutive trading days \| trading_day	30
Tranche One
Reverse Recapitalization [Line Items]
Earnout shares vesting percentage	0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	$ 15.00
Tranche Two
Reverse Recapitalization [Line Items]
Earnout shares vesting percentage	0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	$ 20.00
Tranche Three
Reverse Recapitalization [Line Items]
Earnout shares vesting percentage	0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	$ 25.00
Tranche Four
Reverse Recapitalization [Line Items]
Earnout shares vesting percentage	0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	$ 30.00
MedTech Acquisition Corporation
Reverse Recapitalization [Line Items]
Expenses related to business combination	$ 6,000
MTAC Warrants
Reverse Recapitalization [Line Items]
MTAC warrants	$ 2,568
Loss on change in fair value			$ 2,853
Gain on change in fair value		$ 660
Contingent earnout liability
Reverse Recapitalization [Line Items]
Shares unvested (in shares) \| shares	3,125,000

Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Aug. 10, 2023 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options and RSU's outstanding (in shares)	7,500,732	2,816,224
Share reserve increase, number of years	10 years
Options granted (in shares)	1,179,480
Options, weighted average fair value (in dollars per share) \| $ / shares	$ 2.66
2009 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options and RSU's outstanding (in shares)	1,915,724
Unrecognized compensation expense, options \| $	$ 250
Unrecognized compensation expense, RSUs \| $	$ 337
2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options and RSU's outstanding (in shares)	5,585,008	5,585,008
Percentage of fully diluted common stock determined in preceding year	0.05
Unrecognized compensation expense, options \| $	$ 3,002
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSUs granted (in shares)	184,018
RSU weighted average fair value (in dollars per share) \| $ / shares	$ 2.43
Options to purchase common stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options exercise price, percentage of fair value	1

Preferred Stock - Convertible Preferred Stock Rollforward (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	$ 164,006	$ 160,507
Issuances	39,968	3,499
Retirements / Conversions	(203,974)
Convertible preferred stock, ending balance		164,006
Series A-1
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	6,065	6,065
Retirements / Conversions	(6,065)
Convertible preferred stock, ending balance		6,065
Series A-2
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	8,976	8,976
Retirements / Conversions	(8,976)
Convertible preferred stock, ending balance		8,976
Series A-3
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	10,611	10,611
Retirements / Conversions	(10,611)
Convertible preferred stock, ending balance		10,611
Series A-4
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	1,993	1,993
Retirements / Conversions	(1,993)
Convertible preferred stock, ending balance		1,993
Series A-5
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	12,858	12,858
Retirements / Conversions	(12,858)
Convertible preferred stock, ending balance		12,858
Series A-6
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	15,476	15,476
Retirements / Conversions	(15,476)
Convertible preferred stock, ending balance		15,476
Series B
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	84,528	84,528
Issuances	109
Retirements / Conversions	(84,637)
Convertible preferred stock, ending balance		84,528
Series B-1
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	23,499	20,000
Issuances	1	3,499
Retirements / Conversions	(23,500)
Convertible preferred stock, ending balance		$ 23,499
Series B-2
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	0
Retirements / Conversions	0
Series B-3
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	0
Issuances	39,858
Retirements / Conversions	$ (39,858)

Business Combination	9 Months Ended
Business Combination	Sep. 30, 2023
Reverse Recapitalization [Abstract]
Business Combination	Business Combination On August 10, 2023, we consummated the previously announced merger pursuant to the Merger Agreement by and among MTAC, Merger Sub, Inc., and TriSalus Life Sciences, Inc. Upon the closing of the transactions contemplated by the Merger Agreement, Merger Sub merged with and into Legacy TriSalus (the “Business Combination”) with Legacy TriSalus surviving the merger as a wholly-owned subsidiary of MTAC, renamed “TriSalus Operating Life Sciences, Inc.” In addition, in connection with the consummation of the Business Combination, MTAC was renamed “TriSalus Life Sciences, Inc.” Immediately prior to the effective time of the Merger, each in-the-money warrant of Legacy TriSalus that was unexercised and unexpired was automatically net exercised into the respective series of preferred stock of Legacy TriSalus. Each share of preferred stock of Legacy TriSalus (“Legacy TriSalus Preferred Stock”) that was issued and outstanding was then automatically converted into shares of common stock of Legacy TriSalus (“Legacy TriSalus Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy TriSalus at the then current conversion price, such that each converted share of Legacy TriSalus Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy TriSalus Preferred Stock thereafter ceased to have any rights with respect to such securities. At the Closing Date, by virtue of the Business Combination and without any action on the part of MTAC, Merger Sub, Legacy TriSalus or the holders of any of the following securities: (a)each share of Legacy TriSalus Common Stock (including shares of Legacy TriSalus Common Stock resulting from the conversion of shares of TriSalus Preferred Stock described above) that was issued and outstanding immediately prior to the Effective Time were exchanged at an exchange ratio of 0.02471853 (the “Exchange Ratio”) for an aggregate of 21,999,886 shares of our Common Stock; (b)each option to purchase shares of Legacy TriSalus Common Stock, whether vested or unvested, converted into an option to purchase shares of our Common Stock (“TriSalus Assumed Option”), with each TriSalus Assumed Option subject to the same terms and conditions as were applicable to the original Legacy TriSalus option and with the resulting exercise price and number of shares of TriSalus Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement; and (c)each Legacy TriSalus restricted stock unit (“RSU”) award converted into a restricted stock unit award to receive shares of our Common Stock (“TriSalus Assumed RSU Award”), with each TriSalus Assumed RSU Award subject to the same terms and conditions as were applicable to the original Legacy TriSalus restricted stock unit award, and with the number of shares of TriSalus Common Stock to which the TriSalus Assumed RSU Award relates being based on the Exchange Ratio and other terms contained in the Merger Agreement. The Business Combination was accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, MTAC was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the fact that subsequent to the Business Combination, the Legacy TriSalus stockholders have a majority of the voting power of TriSalus, Legacy TriSalus comprises all of our ongoing operations, Legacy TriSalus has appointed a majority of our governing body, and Legacy TriSalus’ senior management comprises all of our senior management. Accordingly, for accounting purposes, the financial statements of the combined entity represented a continuation of the financial statements of Legacy TriSalus with the business combination being treated as the equivalent of Legacy TriSalus issuing stock for the net assets of MTAC, accompanied by a recapitalization. Operations prior to the Business Combination are those of Legacy TriSalus. Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (1.0 share of Legacy TriSalus for approximately 0.02471853 shares of TriSalus). Proceeds from this transaction totaled $42,854. These proceeds were comprised of $2,704 from the MTAC trust account, and $40,150 received from the assumption of a concurrent private investment in public equity financing (“PIPE Financing”). Pursuant to the terms of the Merger Agreement, $6,000 of the proceeds were used to pay expenses incurred by MTAC related to the merger, resulting in net cash proceeds of $36,854. The Company incurred $6,069 in transaction costs relating to the merger with MTAC, of which $1,742 was recorded as a reduction of equity and the balance of $4,327 was recorded in general and administrative expense. Pursuant to the terms of the Merger Agreement, the existing stockholders of Legacy TriSalus exchanged their interests for shares of common stock of TriSalus. In addition, MTAC had previously issued public warrants and private placement warrants (collectively, the “MTAC Warrants”) as part of its initial public offering in November 2020. None of the terms of the MTAC Warrants were modified as a result of the Business Combination. On the Closing Date, the Company recorded a liability related to the MTAC Warrants of $2,568. During the period from August 10, 2023, to September 30, 2023, the fair value of the MTAC Warrants increased to $5,421, resulting in a loss on the change in fair value of $2,853 and a gain of $660 in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023, respectively. Immediately following the Business Combination, there were 26,316,681 shares of our Common Stock outstanding, options and RSUs to purchase an aggregate of 2,816,224 shares of common stock and warrants outstanding to purchase 14,266,605 shares of common stock. PIPE Financing On the Closing Date, certain investors agreed to purchase an aggregate of 4,015,002 newly-issued shares of Series A Convertible Preferred Stock at a purchase price of $10.00 per share for an aggregate purchase price of $40,150, pursuant to separate subscription agreements dated June 7, 2023, and July 4, 2023 (collectively, the “Subscription Agreements”). See Note 11 for further discussion. Sponsor Earnout In connection with the execution of the Merger Agreement, MTAC entered into the Sponsor Support Agreement. Pursuant to the Sponsor Support Agreement, the 3,125,000 Sponsor Earnout Shares became unvested and subject to potential forfeiture if certain triggering events are not achieved prior to the 5th anniversary of the Closing Date. Pursuant to the Sponsor Support Agreement, (i) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five year period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $15.00 for any 20 trading days within a period of 30 consecutive trading days, (ii) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five year period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $20.00 for any 20 trading days within a period of 30 consecutive trading days, (iii) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five year period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $25.00 for any 20 trading days within a period of 30 consecutive trading days; and (iv) 25% of the shares of our Common Stock held by the Sponsor Holders will only vest if, during the five year period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $30.00 for any 20 trading days within a period of 30 consecutive trading days. Additionally, the Sponsor Earnout Shares will vest if there is a change in control of our company on or before the 5th anniversary of the Closing Date that results in the holders of our Common Stock receiving a price per share equal to or in excess of the applicable earnout targets. Any such shares held by the Sponsor Holders that remain unvested after the 5th anniversary of the Closing will be forfeited.

Preferred Stock - Summary of Warrants to Purchase Convertible Preferred Stock Rollforward (Details)	9 Months Ended
	Sep. 30, 2023 shares
Class of Warrant or Right [Roll Forward]
Warrants outstanding, beginning balance (in shares)	2,871,084
Series A-5
Class of Warrant or Right [Roll Forward]
Warrants outstanding, beginning balance (in shares)	4,213
Retirements/Conversion (in shares)	(4,213)
Series A-6
Class of Warrant or Right [Roll Forward]
Warrants outstanding, beginning balance (in shares)	5,190
Retirements/Conversion (in shares)	(5,190)
Series B
Class of Warrant or Right [Roll Forward]
Warrants outstanding, beginning balance (in shares)	36,707
Exercises (in shares)	(11,123)
Retirements/Conversion (in shares)	(25,584)
Series B-3
Class of Warrant or Right [Roll Forward]
Warrants outstanding, beginning balance (in shares)	2,824,974
Exercises (in shares)	(4,771,642)
Issuances (in shares)	2,595,777
Retirements/Conversion (in shares)	(649,109)

Inventory

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Inventory

The components of inventory are summarized as follows:


	September 30, 2023		December 31, 2022
Raw materials	$	289	$	753
Finished goods	1,340		718
Inventory, net	$	1,629	$	1,471

Finished goods amounts include a reserve for excess or obsolete inventory of nil and $43 as of September 30, 2023, and December 31, 2022.

Net Loss per Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported:


	September 30,
	2023	2022
Preferred stock	4,015,002	11,624,155
Preferred stock warrants	—	46,111
Common stock warrants	14,266,605	—
Restricted stock units	184,018	—
Options to purchase common stock	2,632,206	1,710,860
	21,097,831	13,381,126

Warrants - Schedule of Warrants Outstanding (Details) - shares	Sep. 30, 2023	Aug. 10, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	14,266,605	14,266,605	2,871,084
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	8,333,272	8,333,272
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	5,933,333	5,933,333
Series B-3 Warrant liabilities
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			15,819,000

Net Loss per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Loss per Share

Basic net loss attributable to common stockholders per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. During periods where we might earn net income, we would allocate to participating securities a proportional share of net income determined by dividing total weighted-average participating securities by the sum of the total weighted-average common shares and participating securities (the “two-class method”). Our preferred stock participates in any dividends declared by us and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods where we incurred net losses, we allocate no loss to participating securities because they have no contractual obligation to share in our losses. We computed diluted loss per common share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such nonparticipating securities would be antidilutive. Because we have reported net losses for the nine-month periods ended September 30, 2023 and 2022, diluted net loss per common share is the same as basic net loss per common share for those periods.


	September 30,
	2023	2022
Preferred stock	4,015,002	11,624,155
Preferred stock warrants	—	46,111
Common stock warrants	14,266,605	—
Restricted stock units	184,018	—
Options to purchase common stock	2,632,206	1,710,860
	21,097,831	13,381,126

As described in Note 9, the triggering of the anti-dilution feature resulting from the closing of the second tranche of the Initial Preferred Stock Financing decreased the conversion prices applicable to all outstanding shares for previously issued preferred stock. As a result, a deemed dividend to the preferred stockholders of $2,981 was recorded as an increase in the net loss attributable to common stockholders reflected in our unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2023. The deemed dividend increased the net loss per common share by $0.72 for the nine months ended September 30, 2023.

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Plan Balances

As of September 30, 2023, the balances under the two plans are below.


	September 30, 2023
	Authorized	Outstanding	Available for Issue
2009 Plan	1,915,724	1,915,724	—
2023 Plan	5,585,008	900,500	4,684,508
Total	7,500,732	2,816,224	4,684,508

Contingent Earnout Liability (Tables)

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

Assumptions used in the valuation are described below:


	September 30, 2023			August 10, 2023
Current stock price	$	5.12		$	11.34
Expected share price volatility	65.0		%	65.0		%
Risk-free interest rate	4.6		%	4.2		%
Expected term (years)	4.9			5
Estimated dividend yield	—		%	—		%

The fair value of the Series B-2 Tranche Liability was determined using a Binomial Tranche Model. Both models incorporated the following significant assumptions for the respective valuation dates:


			December 31, 2022
Series B-2 preferred stock fair value per share			$14.97
Series B-2 preferred stock exercise price per share			$14.16
Series B-3 preferred stock fair value per share			$3.24
Series B-3 Warrants exercise price per share			$2.03
Volatility			50.0% – 65.0%
Risk free rate			4.0% – 4.7%
Series B-2 Tranche Liability expected term			0.2 – 0.4 years
Series B-3 Warrants expected term			5.8 – 6.0 years
Expected dividends			—

Accounting Policies (Details) $ in Thousands	9 Months Ended
Accounting Policies (Details) $ in Thousands	Sep. 30, 2023 USD ($) segment	Aug. 10, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of then-outstanding preferred stock on an as-converted to common stock basis	0.992
Derivative instrument, contingent consideration, liability, earnout period		5 years
Number of operating segments	1
Number of reportable segments	1
Fair Value, Inputs, Level 1
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Investments in money market funds \| $	$ 8,617
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property, plant and equipment, useful life	2 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property, plant and equipment, useful life	7 years

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue	$ 5,193	$ 3,923	$ 12,790	$ 9,172
Cost of goods sold	589	701	2,023	1,442
Gross profit	4,604	3,222	10,767	7,730
Operating expenses:
Research and development	9,367	4,808	21,871	15,091
Sales and marketing	4,689	3,030	11,430	8,881
General and administrative	9,025	3,495	17,498	8,425
Loss from operations	(18,477)	(8,111)	(40,032)	(24,667)
Interest income	116	49	187	75
Interest expense	(4)	0	(13)	0
Loss on equity issuance	0	0	(4,171)	0
Other expense, net	(13)	(31)	(56)	(71)
Loss before income taxes	(1,286)	(8,093)	(23,521)	(24,642)
Income tax expense	0	0	8	3
Net loss available to common stockholders	(1,286)	(8,093)	(23,529)	(24,645)
Deemed dividend related to Series B-2 preferred stock down round provision	0	0	(2,981)	0
Undeclared dividends on Series A preferred stock	(458)	0	(458)	0
Net loss attributable to common stockholders	$ (1,744)	$ (8,093)	$ (26,968)	$ (24,645)
Net loss per share, basic (in dollars per share)	$ (0.13)	$ (25.95)	$ (5.68)	$ (82.17)
Net loss per share, diluted (in dollars per share)	$ (0.13)	$ (25.95)	$ (5.68)	$ (82.17)
Weighted average common shares outstanding, basic (in shares)	13,173,422	311,823	4,749,849	299,936
Weighted average common shares outstanding, diluted (in shares)	13,173,422	311,823	4,749,849	299,936
Tranche and warrant liability
Operating expenses:
Gain (loss) on derivatives	$ (2,812)	$ 0	$ 660	$ 21
Contingent earnout liability
Operating expenses:
Gain (loss) on derivatives	$ 19,904	$ 0	$ 19,904	$ 0

Inventory (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Summary of Components of Inventory

The components of inventory are summarized as follows:


	September 30, 2023		December 31, 2022
Raw materials	$	289	$	753
Finished goods	1,340		718
Inventory, net	$	1,629	$	1,471

Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended			3 Months Ended		9 Months Ended
	Aug. 10, 2023	Jul. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent	$ 28,927
Warrants outstanding (in shares)	14,266,605				14,266,605		14,266,605		2,871,084
Exercise price of warrants (in dollars per share)	$ 11.50
Outstanding warrant liabilities									$ 16,188
Proceeds from exercise of preferred stock warrants							$ 9,630	$ 0
Warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent					$ 5,421		5,421		369
Contingent earnout liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent					9,023		9,023
Loss on equity issuance					(19,904)	$ 0	(19,904)	0
Series B-2 tranche liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, current									4,702
Series B-3 Warrant liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, current			$ 10,047	$ 4,654					$ 15,819
Gain on expired warrants	$ (18)
Tranche and warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss on equity issuance			$ 3,425	$ 584	2,812	$ 0	(660)	$ (21)
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent	$ 1,500				$ 3,166		$ 3,166
Warrants outstanding (in shares)	8,333,272				8,333,272		8,333,272
Exercise price of warrants (in dollars per share)	$ 11.50
Closing price (in dollars per share)	$ 0.18
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent	$ 1,068				$ 2,255		$ 2,255
Warrants outstanding (in shares)	5,933,333				5,933,333		5,933,333
MTAC Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent	$ 2,568
Series B-3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants to purchase Series B-3 preferred stock (in shares)		2,239,309
Proceeds from exercise of preferred stock warrants		$ 4,530

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies From time to time, we may have certain contingent liabilities, including litigation, which arise in the ordinary course of its business activities. We accrue contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on our consolidated financial position, results of operations, or cash flows. Pursuant to the Amended and Restated Registration Rights Agreement, subject to certain requirements and customary conditions, the Company also grants piggyback registration rights and demand registration rights to the parties thereto, will pay certain expenses related to such registrations and will indemnify the parties thereto against certain liabilities related to such registrations. The Company’s registration obligations under the Amended and Restated Registration Rights Agreement will terminate with respect to any party thereto on the date that such party no longer holds any Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement). The Amended and Restated Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. We are not a party to any legal proceedings and we are not aware of any claims or actions pending or threatened against us. In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business.

Warrants - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended			9 Months Ended
	Oct. 31, 2023 USD ($) shares	Aug. 31, 2023 USD ($)	Jul. 31, 2023 USD ($) shares	Sep. 30, 2023 USD ($) day $ / shares shares	Sep. 30, 2022 USD ($)	Aug. 10, 2023 USD ($) $ / shares shares	May 31, 2023 $ / shares	Mar. 31, 2023 $ / shares	Dec. 31, 2022 shares	Oct. 31, 2022 $ / shares
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares				14,266,605		14,266,605			2,871,084
Exercise price of warrants (in dollars per share) \| $ / shares						$ 11.50
Class of warrant or right, threshold number of days for warrants to be transferable				30 days
Derivative liability, noncurrent						$ 28,927
Proceeds from exercise of preferred stock warrants				$ 9,630	$ 0
Warrant repurchase program, authorized amount		$ 4,000
Series B-3
Class of Warrant or Right [Line Items]
Warrants to purchase Series B-3 preferred stock (in shares) \| shares			2,239,309
Proceeds from exercise of preferred stock warrants			$ 4,530
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares				8,333,272		8,333,272
Exercise price of warrants (in dollars per share) \| $ / shares						$ 11.50
Warrant exercise period				30 days
Public warrants, term				5 years
Class of warrant or right, redemption price (in dollars per share) \| $ / shares				$ 0.01
Warrant redemption condition, share price (in dollars per share) \| $ / shares				$ 18.00
Class of warrant or right, conversion terms, threshold trading days \| day				20
Class of warrant or right, conversion terms, threshold consecutive trading days \| day				30
Derivative liability, noncurrent				$ 3,166		$ 1,500
Public Warrants \| Minimum
Class of Warrant or Right [Line Items]
Threshold number of business days before sending notice of redemption to warrant holders \| day				30
Public Warrants \| Subsequent Event
Class of Warrant or Right [Line Items]
Warrants repurchased (in shares) \| shares	28,502
Payments for repurchase of warrants	$ 10
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares				5,933,333		5,933,333
Derivative liability, noncurrent				$ 2,255		$ 1,068
Series B-3 Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares									15,819,000
Exercise price of warrants (in dollars per share) \| $ / shares							$ 0.05	$ 0.05		$ 0.05

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued Liabilities consists of the following:


	September 30, 2023		December 31, 2022
Accrued liabilities	$	3,404	$	2,905
Accrued bonus	2,706		2,896
Accrued vacation	475		329
Accrued payroll	15		247
Total accrued liabilities	$	6,600	$	6,377

Warrants

9 Months Ended

Sep. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants

Warrants outstanding at September 30, 2023, and December 31, 2022, are as follows:


	September 30, 2023	December 31, 2022
Public Warrants	8,333,272	—
Private Placement Warrants	5,933,333	—
Series B-3 Warrants	—	15,819,000
Total warrants	14,266,605	15,819,000

Public and Private Placement Warrant Liabilities

In connection with consummation of the Business Combination, the Company assumed the warrant liabilities associated with 8,333,272 MTAC Public Warrants. Each Public Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share, subject to adjustment. As of September 30, 2023, there were 8,333,272 Public Warrants outstanding.

The Public Warrants will become exercisable 30 days after the completion of the Business Combination. The Public Warrants expire 5 years after the completion of the Business Combination or earlier upon redemption or liquidation.

On August 31, 2023, the Company filed an amended registration statement on Form S-1 a(as may be amended from time to time) with the SEC registering the issuance of the shares of common stock issuable upon exercise of the warrants and will use its best efforts to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement.

Once the warrants become exercisable, the Company may redeem for cash the outstanding Public Warrants:

a.in whole and not in part;

b.at a price of $0.01 per Public Warrant;

c.upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

d.if, and only if, the reported closing price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis.” The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Accordingly, the warrants may expire worthless.

In addition to the Public Warrants, the Company assumed the warrant liabilities associated with 5,933,333 MTAC Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of September 30, 2023, there were 5,933,333 Private Placement Warrants outstanding.

We determined that both the Public and Private placement Warrants do not meet the criteria to be equity classified and should be recorded as liabilities. Our analysis concluded liability classification under ASC 815, Derivatives and

Hedging, as these warrants include a provision that could allow cash settlement upon an event outside the control of the Company, and such event may not result in a change in control of the Company. As a result, the Private and Public Warrants do not meet the criteria for equity classification.

At the close of the Business Combination, the fair values of the Public Warrants and Private Placement Warrants were $1,500 and $1,068, respectively. As of September 30, 2023, the fair values of the Public Warrants and Private Placement Warrants were $3,166 and $2,255, respectively. The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Global Market. The transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants. Therefore, we determined that the fair value of each Private Warrant is equivalent to that of each Public Warrant.

Series B-3 Warrants

The Series B-3 Warrants were issued in conjunction with shares of Series B-2 preferred stock in October 2022, March 2023 and May 2023. Each warrant allowed the holder to purchase one share of Series B-3 preferred stock for $0.05. The Series B-3 Warrants expired at the earlier of October 5, 2028, or the closing date of a change of control transaction. All in-the-money warrants that were outstanding at a change of control transaction would automatically net exercise.

In July 2023, Series B-3 Warrants to purchase 2,239,309 shares of Series B-3 preferred stock were exercised for $4,530. At the Closing Date of the Business Combination, all in-the-money outstanding warrants and Series B-3 Warrants were net-exercised and converted to shares of common stock of Legacy TriSalus, then exchanged for shares of TriSalus common stock. Out-of-the-money warrants for other classes of preferred stock expired. The Series B-2 tranche liabilities also expired at the Closing Date of the Business Combination.

Subsequent Event: Warrant Repurchase Program

In August 2023, our Board approved a warrant repurchase program, authorizing the repurchase of some or all of the Public Warrants (the “Warrant Repurchase Program”). The Board authorized an aggregate expenditure of up to $4,000 for such repurchases. The repurchases may be made from time to time in open market or privately negotiated transactions. We may adopt one or more purchase plans pursuant to Rule 10b5-1 under the Exchange Act, in order to implement the Warrant Repurchase Program. The Warrant Repurchase Program does not obligate us to purchase any Public Warrants and may be terminated, increased or decreased by the Board in its discretion at any time. We adopted a purchase plan in October 2023. Through October 31, 2023, we had repurchased 28,502 Public Warrants for $10.

Dynavax Purchase	9 Months Ended
Dynavax Purchase	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Dynavax Purchase	Dynavax Purchase In July 2020, we purchased all of the intellectual property and trial drug substance for SD-101 from Dynavax Technologies (“Dynavax”). We did not acquire any equity in Dynavax, nor any production facilities or personnel; this was a purchase of in-process research and development (“IPR&D”). SD-101, an investigational agent in development, is a toll-like receptor 9 (“TLR9”) agonist which is believed to bind to the TLR9 receptors found on suppressive immune cells including myeloid-derived suppressor cells (“MDSCs”) and antigen-presenting immune cells. Toll-like receptors play a key role in the innate immune system and create a bridge to adaptive immunity. It is believed that activating TLR9 primes immune cells to promote anti-tumor T cell function. We believe that SD-101, when delivered using our PEDD devices, can improve therapeutic distribution to solid tumors and improve outcomes for liver metastases and pancreatic cancer. We initiated a clinical study to evaluate SD-101 for the treatment of uveal melanoma liver metastases in September 2021, and initiated an additional study, for primary liver tumors, in March 2022. Payments under the Dynavax purchase agreement consist of: (a) one upfront payment of $9,000 that was split into two payments ($5,000 and $4,000, paid in July and December 2020, respectively), (b) milestone payments upon the achievement of certain development and commercial milestones, and (c) royalty payments based on aggregate annual net sales after SD-101 receives FDA approval to be sold. The milestone payments range from $1,000 to $10,000, triggered by development achievements for each of up to four indications. The development milestone payments cannot exceed $170,000. We have made milestone payments of $1,000 in September 2021, after initiating our clinical study of uveal melanoma liver metastases, June 2022, after initiating our clinical study for primary liver tumors, and August 2023, after initiating our clinical study for pancreatic cancer. In addition, we will have to pay up to four commercial milestones, $10,000 upon first commercial sale of the product; $20,000 upon the first occurrence of $250,000 in annual net sales; $20,000 upon the first occurrence of $500,000 in annual net sales; and $30,000 upon the first occurrence of $1,000,000 in annual net sales. In aggregate, the commercial milestones shall not exceed $80,000. We will also pay annual royalties at the rate of 10% for aggregate annual net sales less than or equal to $1,000,000 and 12% for aggregate annual net sales above that amount. We record the milestone payments in R&D expense when they are incurred. We have reflected these milestone payments in the Consolidated Statements of Cash Flows as investing activities to reflect the contractual investment in the IPR&D. The milestone payments and royalty payments are contingent upon future events and therefore will also be recorded as expense when it is probable that a milestone has been achieved or when royalties are due.

Income Taxes (Details)	9 Months Ended
Income Taxes (Details)	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Effective federal tax rate	0.00%

Financial Instruments

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Financial Instruments

Our financial instruments consist of cash, cash equivalents, accounts receivable, accounts payable, contingent earnout liability, and warrants to purchase preferred and common stock. The carrying values of these financial instruments (other than warrants and tranche liabilities, which are held at fair value) approximate fair value at September 30, 2023, and December 31, 2022. In general, asset and liability fair values are determined using the following categories:

Level 1 — Inputs utilize quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

Level 3 — Inputs are unobservable inputs and include situations where there is little, if any, market activity for the balance sheet items at period end. Pricing inputs are unobservable for the terms and are based on the Company’s own assumptions about the assumptions that a market participant would use.

Our warrant, tranche and earnout liabilities are measured at fair value on a recurring basis.

Financial Instruments After Business Combination

The carrying amount of our outstanding MTAC warrants liabilities was $5,421 at September 30, 2023. The carrying amount of outstanding earnout liability was $9,023 at September 30, 2023. These carrying values of the warrant liabilities represent the remeasurement to fair value each reporting period based on Level 1 inputs for the publicly traded MTAC Warrants and Level 2 inputs for the private placement MTAC Warrants. The carrying amounts of the contingent earnout liability represent the remeasurement to fair value each reporting period based on unobservable, or Level 3, inputs, using assumptions made by us, including the market price of our common stock and the observed volatility of a peer group of companies.

At the Closing Date, we assumed warrants to purchase 14,266,605 shares of common stock for $11.50 (see Note 9). Of these, 8,333,272 are traded publicly and 5,933,333 are privately held. At the Closing Date, we determined the fair value of all the warrants to be $2,568 based on the closing price of $0.18 for the publicly traded warrants (Level 1).

At the Closing Date, we determined the fair value of the earnout liability to be $28,927 based on a Monte Carlo simulation of future trading prices for our common stock. See Note 8 for further discussion.

The following tables summarize the changes in fair value of our outstanding earnout liability in the nine months ended September 30, 2023. The warrant and earnout liability were not present in the nine months ended September 30, 2022.


Level 3 Liabilities	Fair Value at December 31, 2022		Change in Unrealized (Gains) Losses		Issuances (Settlements)		Net Transfer In (Out) of Level 3		Fair Value at September 30, 2023
Contingent earnout liability	$	—	$	(19,904)	$	28,927	$	—	$	9,023

Financial Instruments Prior to the Business Combination

Our warrants and tranche liabilities are measured at fair value on a recurring basis. The carrying amount of outstanding warrant liabilities was zero and $16,188 at September 30, 2023, and December 31, 2022, respectively. The carrying amount of outstanding tranche liabilities was zero and $4,702 at September 30, 2023, and December 31, 2022, respectively. These carrying values represent the remeasurement to fair value each reporting period based on unobservable inputs, or Level 3 inputs, using assumptions made by us, including the probabilities assigned to a status quo scenario and the potential closing of the Business Combination (see Note 3) scenario, the value of the Series B-3 Warrants (as defined below) upon closing of the Business Combination, the fair value of the Company, the fair value of the underlying preferred stock, the Company’s volatility, discount rate, and expected term of the related instrument.

See Note 9 for further discussion. These assumptions require significant judgment on the part of management and actual outcomes may materially differ from those estimated by management.

In March 2023, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings (see Note 9). At issuance, the warrants issued to purchase Series B-3 preferred stock had a fair value of $4,654 and were classified as a liability. The issuance of the Series B-2 preferred stock and accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings resulted in a $584 loss on equity issuance.

In June 2023, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings (see Note 9). At issuance, the warrants issued to purchase Series B-3 preferred stock had a fair value of $10,047 and were classified as a liability. The issuance of the Series B-2 preferred stock and accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings resulted in a $3,425 loss on equity issuance.

Immediately prior to the exercise of the warrants to purchase Series B-3 preferred stock in February, March, June and July 2023, the associated liabilities were remeasured to fair value.

In July 2023, warrants to purchase 2,239,309 shares of Series B-3 preferred stock were exercised for $4,530.

At the Closing Date of the Business Combination, all in-the-money outstanding warrants and Series B-3 Warrants were remeasured to fair value, net-exercised, converted to shares of common stock of Legacy TriSalus, and then exchanged for shares of TriSalus common stock at the Exchange Ratio. Out-of-the-money warrants expired, resulting in a gain on expiration of $18. The Series B-2 tranche liabilities also expired at the Closing Date of the Business Combination.

The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities measured using Level 3 inputs in the nine months ended September 30, 2023 and 2022:


Level 3 Liabilities	Fair Value at December 31, 2021	Change in Unrealized (Gains) Losses	Issuances (Settlements)	Net Transfer In (Out) of Level 3	Fair Value at September 30, 2022
Warrant liability	$391	$(19)	$—	$—	$372


Level 3 Liabilities	Fair Value at December 31, 2022		Change in Unrealized (Gains) Losses		Issuances (Settlements)			Net Transfer In (Out) of Level 3		Fair Value at September 30, 2023
Warrant liability	$	369	$	—	$	(369)		$	—	$	—
Series B-2 tranche liabilities	$	4,702	$	(3,200)	$	(1,502)		$	—	$	—
Series B-3 Warrant liabilities	$	15,819	$	(311)	$	(15,508)	(1)	$	—	$	—

(1)This amount includes settlements of $25,409, and final net exercise of $4,800, transferred to convertible preferred stock, offset by issuances of $14,701

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 289	$ 753
Finished goods	1,340	718
Inventory, net	1,629	1,471
Reserve for excess or obsolete inventory	$ 0	$ 43

Dynavax Purchase (Details) - Dynavax Technologies $ in Thousands	1 Months Ended					6 Months Ended	9 Months Ended
	Aug. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jul. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Sep. 30, 2023 USD ($) milestone
Asset Acquisition [Line Items]
Upfront payment						$ 9,000
Payment for asset acquisition				$ 4,000	$ 5,000
Number of commercial milestones \| milestone							4
Maximum aggregate milestone payments per development milestone							$ 170,000
Royalties as a percentage of net sales, under sales threshold							0.10
Royalties, sales threshold amount							$ 1,000,000
Royalties as a percentage of sales, over threshold amount							0.12
Commercial Milestone
Asset Acquisition [Line Items]
Maximum aggregate milestone payments per development milestone							$ 80,000
Commercial Milestone, First Commercial Sale of Product
Asset Acquisition [Line Items]
Milestone amount							10,000
Commercial Milestone, $250,000 Annual Sales
Asset Acquisition [Line Items]
Milestone amount							20,000
Sales milestone							250,000
Commercial Milestone, $500,000 Annual Sales
Asset Acquisition [Line Items]
Milestone amount							20,000
Sales milestone							500,000
Commercial Milestone, $1,000,000 Annual Sales
Asset Acquisition [Line Items]
Milestone amount							30,000
Sales milestone							1,000,000
Minimum
Asset Acquisition [Line Items]
Payments for milestone	$ 1,000	$ 1,000	$ 1,000				1,000
Maximum
Asset Acquisition [Line Items]
Payments for milestone							$ 10,000

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 12, 2023
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-39813
Entity Registrant Name	TRISALUS LIFE SCIENCES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3009869
Entity Address, Address Line One	6272 W 91st Ave
Entity Address, City or Town	Westminster
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80031
City Area Code	303
Local Phone Number	426-1222
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,316,681
Entity Central Index Key	0001826667
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common stock, $0.0001 par value
Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	TLSI
Security Exchange Name	NASDAQ
Warrants
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of registrant's common stock at an exercise price of $11.50 per share
Trading Symbol	TLSIW
Security Exchange Name	NASDAQ

Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Schedule of Convertible Preferred Stock

Convertible preferred stock at September 30, 2023, August 10, 2023, and December 31, 2022, is as follows:


Series	September 30, 2023		August 10, 2023		December 31, 2022
Series A-1 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 131,797 shares at September 30, 2023, and December 31, 2022, respectively	$	—	$	6,065	$	6,065
Series A-2 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 576,126 shares at September 30, 2023, and December 31, 2022, respectively	—		8,976		8,976
Series A-3 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 612,822 shares at September 30, 2023, and December 31, 2022, respectively	—		10,611		10,611
Series A-4 preferred stock, $0.001 par value per share. Issued, and outstanding 0 and 127,787 shares at September 30, 2023, and December 31, 2022, respectively	—		1,993		1,993
Series A-5 preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023;authorized 734,533, issued and outstanding 730,320 and December 31, 2022	—		12,858		12,858
Series A-6 preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023; authorized 805,848, issued and outstanding 800,657 at December 31, 2022	—		15,476		15,476
Series B preferred stock, $0.001 par value per share. Issued and outstanding 0 shares at September 30, 2023; authorized 7,021,678, issued and outstanding 6,984,971 at December 31, 2022, respectively	—		84,637		84,528
Series B-1 preferred stock, $0.001 par value per share. Issued, and outstanding 0 shares at September 30, 2023, authorized, issued and outstanding 1,659,672 at and December 31, 2022	—		23,500		23,499
Series B-2 preferred stock, $0.001 par value per share. Issued and outstanding 0 and 706,243 shares at September 30, 2023, and December 31, 2022, respectively	—		—		—
Series B-3 preferred stock, $0.001 par value per share. Issued and outstanding 0 and 0 shares at September 30, 2023, and December 31, 2022, respectively	—		39,858		—
Total convertible preferred stock	$	—	$	203,974	$	164,006

The following table summarizes activity in convertible preferred stock in the nine months ended September 30, 2023, and 2022.


Series	Balance at December 31, 2022		Issuances		Retirements / Conversions		Balance at September 30, 2023
Series A-1	$	6,065	$	—	$	(6,065)	$	—
Series A-2	8,976		—		(8,976)		—
Series A-3	10,611		—		(10,611)		—
Series A-4	1,993		—		(1,993)		—
Series A-5	12,858		—		(12,858)		—
Series A-6	15,476		—		(15,476)		—
Series B	84,528		109		(84,637)		—
Series B-1	23,499		1		(23,500)		—
Series B-2	—		—		—		—
Series B-3	—		39,858		(39,858)		—
Total convertible preferred stock	$	164,006	$	39,968	$	(203,974)	$	—


Series	Balance at December 31, 2021		Issuances		Balance at September 30, 2022
Series A-1	$	6,065	$	—	$	6,065
Series A-2	8,976		—		8,976
Series A-3	10,611		—		10,611
Series A-4	1,993		—		1,993
Series A-5	12,858		—		12,858
Series A-6	15,476		—		15,476
Series B	84,528		—		84,528
Series B-1	20,000		3,499		23,499
Total convertible preferred stock	$	160,507	$	3,499	$	164,006

Schedule of Warrants Outstanding

Warrants outstanding at September 30, 2023, and December 31, 2022, are as follows:


	September 30, 2023	December 31, 2022
Public Warrants	8,333,272	—
Private Placement Warrants	5,933,333	—
Series B-3 Warrants	—	15,819,000
Total warrants	14,266,605	15,819,000

Warrants to purchase convertible preferred stock at September 30, 2023, and December 31, 2022, are as follows:


Series	September 30, 2023	December 31, 2022
Series A-5 preferred stock, $17.81 exercise price	—	4,213
Series A-6 preferred stock, $20.23 exercise price	—	5,190
Series B preferred stock, $0.41 exercise price	—	36,707
Series B-3 preferred stock, $2.03 exercise price	—	2,824,974
Total warrants	—	2,871,084

The following table summarizes activity in warrants to purchase preferred stock in the nine months ended September 30, 2023. There was no activity in the nine months ended September 30, 2022.


Series	Balance at December 31, 2022	Exercises	Issuances	Retirements / Conversions	Balance at September 30, 2023
Series A-5	4,213	—	—	(4,213)	—
Series A-6	5,190	—	—	(5,190)	—
Series B	36,707	(11,123)	—	(25,584)	—
Series B-3	2,824,974	(4,771,642)	2,595,777	(649,109)	—

Fair Value Measurement Inputs and Valuation Techniques

Assumptions used in the valuation are described below:


	September 30, 2023			August 10, 2023
Current stock price	$	5.12		$	11.34
Expected share price volatility	65.0		%	65.0		%
Risk-free interest rate	4.6		%	4.2		%
Expected term (years)	4.9			5
Estimated dividend yield	—		%	—		%

The fair value of the Series B-2 Tranche Liability was determined using a Binomial Tranche Model. Both models incorporated the following significant assumptions for the respective valuation dates:


			December 31, 2022
Series B-2 preferred stock fair value per share			$14.97
Series B-2 preferred stock exercise price per share			$14.16
Series B-3 preferred stock fair value per share			$3.24
Series B-3 Warrants exercise price per share			$2.03
Volatility			50.0% – 65.0%
Risk free rate			4.0% – 4.7%
Series B-2 Tranche Liability expected term			0.2 – 0.4 years
Series B-3 Warrants expected term			5.8 – 6.0 years
Expected dividends			—

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued liabilities	$ 3,404	$ 2,905
Accrued bonus	2,706	2,896
Accrued vacation	475	329
Accrued payroll	15	247
Total accrued liabilities	$ 6,600	$ 6,377

Share-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

Share-Based CompensationWe currently maintain the 2023 Equity Incentive Plan (the “2023 Plan”), which our Board of Directors and stockholders approved in connection with the Business Combination for purposes of granting equity-based incentive awards to our employees and consultants, including our executive officers and directors. Prior to the Business Combination, TriSalus granted equity incentive awards under the 2009 Amended and Restated Equity Incentive Plan (the “2009 Plan”). The 2009 Plan will not be used following the Business Combination. However, any awards granted under the 2009 Plan remain subject to the terms of the 2009 Plan and the applicable award agreement. Historically, we have used options as an incentive for long-term compensation to our executive officers because options allow our executive officers to realize value from this form of equity compensation only if the value of the underlying equity securities increase relative to the option’s exercise price, which exercise price is set at the fair market value of the underlying equity securities on the grant date.

Under the 2023 Plan, the Company’s Board may grant equity-based incentive awards to employees, consultants and other service providers of the Company and its affiliates within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Initially, 5,585,008 shares were authorized under the 2023 Plan. In addition, the share reserve will automatically increase on January 1 of each year for a period of 10 years, commencing on January 1, 2024, and ending on January 1, 2033, in an amount equal to (1) five percent of the total number of shares of the fully diluted Common Stock determined on December 31 of the preceding year, or (2) a lesser number of shares of Common Stock determined by our Board prior to January 1 of a given year. During the nine months ended September 30, 2023, we granted 1,179,480 options with a weighted average fair value of $2.66, and 184,018 restricted stock units with a weighted average fair value of $2.43. As of September 30, 2023, the balances under the two plans are below.


	September 30, 2023
	Authorized	Outstanding	Available for Issue
2009 Plan	1,915,724	1,915,724	—
2023 Plan	5,585,008	900,500	4,684,508
Total	7,500,732	2,816,224	4,684,508

As of September 30, 2023, we had unrecognized compensation expense of $250 and $337, respectively, for options and RSUs granted under the 2009 Plan, and $3,002 for options granted under the 2023 Plan.

Our Board, or a duly authorized committee thereof, administers the 2023 Plan. Our Board may also delegate to one or more of our officers the authority to, among other things, (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the 2023 Plan, the Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value and exercise price, and the provisions of each stock award, including the exercise period and the vesting schedule applicable to a stock award, subject to the limitations of the 2023 Plan.

Stock options are granted with an exercise price no less than 100% of the estimated fair value of a share of Common Stock at the date of grant.

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities


Level 3 Liabilities	Fair Value at December 31, 2022		Change in Unrealized (Gains) Losses		Issuances (Settlements)		Net Transfer In (Out) of Level 3		Fair Value at September 30, 2023
Contingent earnout liability	$	—	$	(19,904)	$	28,927	$	—	$	9,023

The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities measured using Level 3 inputs in the nine months ended September 30, 2023 and 2022:


Level 3 Liabilities	Fair Value at December 31, 2021	Change in Unrealized (Gains) Losses	Issuances (Settlements)	Net Transfer In (Out) of Level 3	Fair Value at September 30, 2022
Warrant liability	$391	$(19)	$—	$—	$372


Level 3 Liabilities	Fair Value at December 31, 2022		Change in Unrealized (Gains) Losses		Issuances (Settlements)			Net Transfer In (Out) of Level 3		Fair Value at September 30, 2023
Warrant liability	$	369	$	—	$	(369)		$	—	$	—
Series B-2 tranche liabilities	$	4,702	$	(3,200)	$	(1,502)		$	—	$	—
Series B-3 Warrant liabilities	$	15,819	$	(311)	$	(15,508)	(1)	$	—	$	—

(1)This amount includes settlements of $25,409, and final net exercise of $4,800, transferred to convertible preferred stock, offset by issuances of $14,701

Contingent Earnout Liability - Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate (Details)	Sep. 30, 2023 $ / shares year	Aug. 10, 2023 $ / shares year	Dec. 31, 2022
Current stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input \| $ / shares	5.12	11.34
Expected share price volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	0.650	0.650
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	0.046	0.042
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input \| year	4.9	5
Estimated dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	0	0	0

Preferred Stock - Fair Value Measurements (Details)	Sep. 30, 2023 year	Aug. 10, 2023 year	Dec. 31, 2022 $ / shares
Series B-3 Warrants exercise price per share \| Series B-3 Warrant liabilities \| Black-Scholes Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			2.03
Expected share price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.650	0.650
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.046	0.042
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input \| year	4.9	5
Expected dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0	0	0
Minimum \| Expected share price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.500
Minimum \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.040
Minimum \| Expected term (years) \| Series B-3 Warrant liabilities \| Black-Scholes Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			5.8
Maximum \| Expected share price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.650
Maximum \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.047
Maximum \| Expected term (years) \| Series B-3 Warrant liabilities \| Black-Scholes Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			6
Series B-2 \| Series B-3 preferred stock fair value per share \| Guideline Public Company Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			14.97
Series B-2 \| Series B-2 preferred stock exercise price per share \| Guideline Public Company Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			14.16
Series B-3 \| Series B-3 preferred stock fair value per share \| Guideline Public Company Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			3.24
Series B-2 Tranche Liability \| Minimum \| Expected term (years) \| Binomial Tranche Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.2
Series B-2 Tranche Liability \| Maximum \| Expected term (years) \| Binomial Tranche Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.4

Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Preferred stock	Common stock	Additional paid-in capital	Accumulated deficit
Balance, beginning of period at Dec. 31, 2021	$ (129,604)		$ 0	$ 6,738	$ (136,342)
Balances, beginning of period (in shares) at Dec. 31, 2021			264,978
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)			33,747
Exercise of options	61			61
Stock-based compensation	62			62
Net loss	(7,873)				(7,873)
Balance, end of period at Mar. 31, 2022	(137,354)		$ 0	6,861	(144,215)
Balances, end of period (in shares) at Mar. 31, 2022			298,725
Balance, beginning of period at Dec. 31, 2021	(129,604)		$ 0	6,738	(136,342)
Balances, beginning of period (in shares) at Dec. 31, 2021			264,978
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,645)
Balance, end of period at Sep. 30, 2022	(153,925)		$ 0	7,062	(160,987)
Balances, end of period (in shares) at Sep. 30, 2022			320,245
Balance, beginning of period at Mar. 31, 2022	(137,354)		$ 0	6,861	(144,215)
Balances, beginning of period (in shares) at Mar. 31, 2022			298,725
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)			9,393
Exercise of options	5			5
Stock-based compensation	70			70
Net loss	(8,679)				(8,679)
Balance, end of period at Jun. 30, 2022	(145,958)		$ 0	6,936	(152,894)
Balances, end of period (in shares) at Jun. 30, 2022			308,118
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)			12,128
Exercise of options	7			7
Stock-based compensation	119			119
Net loss	(8,093)				(8,093)
Balance, end of period at Sep. 30, 2022	(153,925)		$ 0	7,062	(160,987)
Balances, end of period (in shares) at Sep. 30, 2022			320,245
Beginning balance (in shares) at Dec. 31, 2022		0
Balance, beginning of period at Dec. 31, 2022	$ (176,330)	$ 0	$ 0	10,028	(186,358)
Balances, beginning of period (in shares) at Dec. 31, 2022	347,926		347,926
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)			95,842
Exercise of options	$ 50			50
Stock-based compensation	73			73
Deemed dividend	0			959	(959)
Net loss	(8,268)				(8,268)
Ending balance (in shares) at Mar. 31, 2023		0
Balance, end of period at Mar. 31, 2023	(184,475)	$ 0	$ 0	11,110	(195,585)
Balances, end of period (in shares) at Mar. 31, 2023			443,768
Beginning balance (in shares) at Dec. 31, 2022		0
Balance, beginning of period at Dec. 31, 2022	$ (176,330)	$ 0	$ 0	10,028	(186,358)
Balances, beginning of period (in shares) at Dec. 31, 2022	347,926		347,926
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (23,529)
Ending balance (in shares) at Sep. 30, 2023	4,015,002	4,015,002
Balance, end of period at Sep. 30, 2023	$ 8,487	$ 1	$ 2	221,351	(212,867)
Balances, end of period (in shares) at Sep. 30, 2023	26,316,681		26,316,681
Beginning balance (in shares) at Mar. 31, 2023		0
Balance, beginning of period at Mar. 31, 2023	$ (184,475)	$ 0	$ 0	11,110	(195,585)
Balances, beginning of period (in shares) at Mar. 31, 2023			443,768
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)			4,592
Exercise of options	16			16
Stock-based compensation	69			69
Deemed dividend	0			2,022	(2,022)
Net loss	(13,974)				(13,974)
Ending balance (in shares) at Jun. 30, 2023		0
Balance, end of period at Jun. 30, 2023	(198,364)	$ 0	$ 0	13,217	(211,581)
Balances, end of period (in shares) at Jun. 30, 2023			448,360
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)			50,646
Exercise of options	29			29
Stock-based compensation	259			259
Conversion of redeemable convertible preferred stock into common stock in connection with the Business Combination (in shares)			21,500,867
Conversion of redeemable convertible preferred stock into common stock in connection with the Business Combination	204,236		$ 2	204,234
Assumption of warrants to purchase common stock in connection with the Business Combination	(2,568)			(2,568)
Issuance of common stock upon closing the Business Combination, net of expenses	957			957
Issuance of common stock upon closing of the Business Combination (in shares)			4,316,808
Contingent earnout liability recognized upon closing of the Business Combination	(28,927)			(28,927)
Issuance of preferred stock with PIPE financing (in shares)		4,015,002
Assumption of preferred stock in connection with the Business Combination	34,151	$ 1		34,150
Net loss	$ (1,286)				(1,286)
Ending balance (in shares) at Sep. 30, 2023	4,015,002	4,015,002
Balance, end of period at Sep. 30, 2023	$ 8,487	$ 1	$ 2	$ 221,351	$ (212,867)
Balances, end of period (in shares) at Sep. 30, 2023	26,316,681		26,316,681