0001104659-23-126397 | S-1 | XBRL Viewer | Trisalus Life Sciences INC

Print Document View Excel Document

Warrants (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

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,	December 31,
	2023	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:


	September 30,	December 31,
Series	2023	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.


	Balance at			Retirements /	Balance at
Series	December 31, 2022	Exercises	Issuances	Conversions	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)	—


Issue Date	Equity Class	Quantity	Exercise Price		Initial Fair Value
08‑26‑2015	Series A‑5 Preferred Stock	3,370	$	17.81	$	54
10‑27‑2016	Series A‑5 Preferred Stock	842	$	17.81	$	10
06‑30‑2017	Series A‑6 Preferred Stock	4,449	$	20.23	$	102
11‑20‑2018	Series A‑6 Preferred Stock	741	$	20.23	$	12

Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Aug. 10, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Convertible Preferred Stock
Convertible preferred stock, authorized		21,910,800
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	$ 203,974	$ 164,006	$ 164,006	$ 160,507	$ 55,975
Series A-1 preferred stock
Convertible Preferred Stock
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, authorized		5,331,943		5,331,943
Convertible preferred stock, issued		5,331,943		5,331,943
Convertible preferred stock, shares outstanding (in shares)		131,797		131,797
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	6,065	$ 6,065		$ 6,065	6,065
Series A-2 preferred stock
Convertible Preferred Stock
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, authorized		23,307,464		23,307,464
Convertible preferred stock, issued		23,307,464		23,307,464
Convertible preferred stock, shares outstanding (in shares)		576,126		576,126
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	8,976	$ 8,976		$ 8,976	8,976
Series A-3 preferred stock
Convertible Preferred Stock
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, authorized		24,792,020		24,792,020
Convertible preferred stock, issued		24,792,020		24,792,020
Convertible preferred stock, shares outstanding (in shares)		612,822		612,822
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	10,611	$ 10,611		$ 10,611	10,611
Series A-4 preferred stock
Convertible Preferred Stock
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, authorized		5,169,690		5,169,690
Convertible preferred stock, issued		5,169,690		5,169,690
Convertible preferred stock, shares outstanding (in shares)		127,787		127,787
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	1,993	$ 1,993		$ 1,993	1,993
Series A-5 preferred stock
Convertible Preferred Stock
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, authorized		734,533		734,533
Convertible preferred stock, issued		29,545,455		29,545,455
Convertible preferred stock, shares outstanding (in shares)		730,320		730,320
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	12,858	$ 12,858		$ 12,858	12,858
Series A-6 preferred stock
Convertible Preferred Stock
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, authorized		805,848		805,848
Convertible preferred stock, issued		32,391,000		32,391,000
Convertible preferred stock, shares outstanding (in shares)		800,657		800,657
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	15,476	$ 15,476		$ 15,476	$ 15,472
Series B preferred stock
Convertible Preferred Stock
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, authorized		7,021,678		7,021,678
Convertible preferred stock, issued		6,984,971
Convertible preferred stock, shares outstanding (in shares)		6,984,971		6,984,971
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	84,637	$ 84,528		$ 84,528
Series B-1 preferred stock
Convertible Preferred Stock
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, authorized		1,659,672		1,659,672
Convertible preferred stock, issued		1,659,672
Convertible preferred stock, shares outstanding (in shares)		1,659,672		1,412,487
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	23,500	$ 23,499		$ 20,000
Series B-2 preferred stock
Convertible Preferred Stock
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, authorized		1,765,609		1,765,609
Convertible preferred stock, issued		706,243
Convertible preferred stock, shares outstanding (in shares)		706,243		0
Series B-3 preferred stock
Convertible Preferred Stock
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, authorized		8,474,924		8,474,924
Convertible preferred stock, issued		0		0
Convertible preferred stock, shares outstanding (in shares)		0		0
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	$ 39,858

SUBSEQUENT EVENTS	12 Months Ended
SUBSEQUENT EVENTS	Dec. 31, 2022
MedTech Acquisition Corp
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Subsequent to December 31, 2022, $78,136 was drawn on the Extension Note, as described in Note 5 and deposited into the Trust Account. In addition, TriSalus deposited $78,136 in the Trust Account pursuant to the Merger Agreement. On January 13, 2023, the Company drew an additional $159,000 on the Convertible Promissory Note as described in Note 5. On January 13, 2023 and February 8, 2023, the Company drew an additional $215,222 and $200,000 on the 2022 Promissory Note III as described in Note 5, respectively. In March 2023, the Company and the Sponsor engaged Ceros Financial Services, Inc. to render certain advisory and placement services to the Company. Pursuant to such engagement, the Sponsor (and not the Company) would be solely responsible for any and all fees and expenses payable to Ceros Financial Services, Inc., if any, that would arise or accrue prior to, or in connection with, the closing of an initial Business Combination.

Nature of Business (Details) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended		168 Months Ended
	Oct. 02, 2023 USD ($) $ / shares shares	Aug. 10, 2023 USD ($)	Jul. 31, 2023 USD ($)	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2023 USD ($) item $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares
Nature of Business [Line Items]
Number of product lines in development \| item					2
Issuance of stock				$ 34,151	$ 551
Proceeds from business combination		$ 36,854			36,854	$ 0
Accumulated deficit				212,867	212,867		$ 186,358	$ 136,342	$ 186,358
Proceeds from the issuance of preferred stock					9,189	3,499	13,499	51,900	113,796
Proceeds from exercise of preferred stock warrants					9,630	0		117
Cash proceeds from the exercise of stock options					94	$ 73	94
Cash and cash equivalents				$ 21,383	$ 21,383		$ 9,414	$ 30,301	$ 9,414
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Subsequent Event
Nature of Business [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 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	4.99
Purchase agreement, exchange cap	19.99
Standby Equity Purchase Agreement \| Subsequent Event
Nature of Business [Line Items]
Sale of stock, authorized amount	$ 30,000
Purchase agreement, maximum shares allowed, percentage of average daily volume	100
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	1,000,000
Purchase agreement, sales price, percentage of market price	96
Purchase agreement, sales price, percentage of market price during three consecutive trading days	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

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Compensation

Share-Based Compensation Plan Balances


	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

Share-Based Compensation (Details)	Oct. 08, 2023 shares	Sep. 30, 2023 item shares	Aug. 10, 2023 shares
Statements
Number of plans \| item		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
Statements
Authorized (in shares)		1,915,724
Outstanding (in shares)		1,915,724
2023 Plan
Statements
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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Preferred stock	Common stock	Additional paid-in capital	Accumulated deficit	Total
Balance, beginning of period at Dec. 31, 2020			$ 1,364,000	$ (107,497,000)	$ (106,133,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)		71,647			71,647
Exercise of options			54,000		$ 54,000
Net loss				(28,845,000)	(28,845,000)
Balance, end of period at Dec. 31, 2021		$ 0	6,738,000	(136,342,000)	$ (129,604,000)
Balances, end of period (in shares) at Dec. 31, 2021		264,978			264,977
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)		33,747
Exercise of options			61,000		$ 61,000
Stock-based compensation			62,000		62,000
Net loss				(7,873,000)	(7,873,000)
Balance, end of period at Mar. 31, 2022		$ 0	6,861,000	(144,215,000)	(137,354,000)
Balances, end of period (in shares) at Mar. 31, 2022		298,725
Balance, beginning of period at Dec. 31, 2021		$ 0	6,738,000	(136,342,000)	$ (129,604,000)
Balances, beginning of period (in shares) at Dec. 31, 2021		264,978			264,977
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss					$ (24,645,000)
Balance, end of period at Sep. 30, 2022		$ 0	7,062,000	(160,987,000)	(153,925,000)
Balances, end of period (in shares) at Sep. 30, 2022		320,245
Balance, beginning of period at Dec. 31, 2021		$ 0	6,738,000	(136,342,000)	$ (129,604,000)
Balances, beginning of period (in shares) at Dec. 31, 2021		264,978			264,977
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)		82,879			82,879
Exercise of options			94,000		$ 94,000
Net loss				(47,187,000)	(47,187,000)
Ending balance (in shares) at Dec. 31, 2022	0
Balance, end of period at Dec. 31, 2022	$ 0	$ 0	10,028,000	(186,358,000)	$ (176,330,000)
Balances, end of period (in shares) at Dec. 31, 2022		347,926			347,926
Balance, beginning of period at Mar. 31, 2022		$ 0	6,861,000	(144,215,000)	$ (137,354,000)
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			5,000		5,000
Stock-based compensation			70,000		70,000
Net loss				(8,679,000)	(8,679,000)
Balance, end of period at Jun. 30, 2022		$ 0	6,936,000	(152,894,000)	(145,958,000)
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			7,000		7,000
Stock-based compensation			119,000		119,000
Net loss				(8,093,000)	(8,093,000)
Balance, end of period at Sep. 30, 2022		$ 0	7,062,000	(160,987,000)	(153,925,000)
Balances, end of period (in shares) at Sep. 30, 2022		320,245
Balance, beginning of period at Dec. 31, 2022	$ 0	$ 0	10,028,000	(186,358,000)	$ (176,330,000)
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			50,000		$ 50,000
Stock-based compensation			73,000		73,000
Deemed dividend			959,000	(959,000)
Net loss				(8,268,000)	(8,268,000)
Ending balance (in shares) at Mar. 31, 2023	0
Balance, end of period at Mar. 31, 2023	$ 0	$ 0	11,110,000	(195,585,000)	(184,475,000)
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	$ 0	$ 0	10,028,000	(186,358,000)	$ (176,330,000)
Balances, beginning of period (in shares) at Dec. 31, 2022		347,926			347,926
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Assumption of preferred stock in connection with the Business Combination					$ 551,000
Net loss					$ (23,529,000)
Ending balance (in shares) at Sep. 30, 2023	4,015,002				4,015,002
Balance, end of period at Sep. 30, 2023	$ 1,000	$ 2,000	221,351,000	(212,867,000)	$ 8,487,000
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	$ 0	$ 0	11,110,000	(195,585,000)	$ (184,475,000)
Balances, beginning of period (in shares) at Mar. 31, 2023		443,768
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options		$ 4,592	16,000		16,000
Stock-based compensation			69,000		69,000
Deemed dividend			2,022,000	(2,022,000)
Net loss				(13,974,000)	(13,974,000)
Ending balance (in shares) at Jun. 30, 2023	0
Balance, end of period at Jun. 30, 2023	$ 0	$ 0	13,217,000	(211,581,000)	(198,364,000)
Balances, end of period (in shares) at Jun. 30, 2023		448,360
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options		$ 50,646	29,000		29,000
Stock-based compensation			259,000		259,000
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		$ 2,000	204,234,000		204,236,000
Assumption of warrants to purchase common stock in connection with the Business Combination			(2,568,000)		(2,568,000)
Issuance of common stock upon closing the Business Combination, net of expenses			957,000		957,000
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			(28,927,000)		(28,927,000)
Issuance of preferred stock with PIPE financing (in shares)	4,015,002
Assumption of preferred stock in connection with the Business Combination	$ 1,000		34,150,000		34,151,000
Net loss				(1,286,000)	$ (1,286,000)
Ending balance (in shares) at Sep. 30, 2023	4,015,002				4,015,002
Balance, end of period at Sep. 30, 2023	$ 1,000	$ 2,000	$ 221,351,000	$ (212,867,000)	$ 8,487,000
Balances, end of period (in shares) at Sep. 30, 2023		26,316,681			26,316,681

Stockholders' Equity - Stock Option activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of shares
Options outstanding at the beginning	1,671,076	1,307,080	735,803
Granted	1,179,480	550,049	700,170
Exercised		(82,879)	(71,647)
Forfeiture		(103,174)	(57,246)
Options outstanding at the ending		1,671,076	1,307,080	735,803
Weighted average exercise price
Options outstanding at the beginning (in dollars per share)	$ 1.62	$ 1.22	$ 1.22
Granted (in dollars per share)		2.43	1.62
Exercised (in dollars per share)		0.81	0.81
Forfeiture (in dollars per share)		1.22	2.43
Options outstanding at the ending (in dollars per share)		$ 1.62	$ 1.22	$ 1.22
Weighted average remaining contractual		8 years 2 months 12 days	8 years 4 months 24 days	8 years 2 months 12 days
Members of Board of Directors
Number of shares
Granted		177,973	55,305
Other non employees
Number of shares
Granted		7,200,000	2,237,414

Warrants - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended			9 Months Ended		12 Months Ended
	Oct. 31, 2023 USD ($) shares	Aug. 31, 2023 USD ($)	Jul. 31, 2023 USD ($) shares	Sep. 30, 2023 USD ($) D $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	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
Public warrants, term										10 years
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	$ 117
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 \| D				20
Class of warrant or right, conversion terms, threshold consecutive trading days \| D				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 \| D				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
Warrants to purchase Series B-3 preferred stock (in shares) \| shares			2,239,309

Convertible Preferred Stock (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Convertible Preferred Stock

Schedule of Class A common stock subject to possible redemption reflected in the balance sheets reconciled

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


	September 30,		August 10,		December 31,
Series	2023		2023		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.


	Balance at				Retirements /		Balance at
Series	December 31, 2022		Issuances		Conversions		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)	$	—


	Balance at				Balance at
Series	December 31, 2021		Issuances		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

Convertible preferred stock, net of issuance costs, at December 31, 2022 and 2021, is as follows:


	December 31,
Series	2022		2021
Series A‑1 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 131,797 shares at December 31, 2022 and 2021	$	6,065	$	6,065
Series A‑2 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 576,126 shares at December 31, 2022 and 2021		8,976		8,976
Series A‑3 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 612,822 shares at December 31, 2022 and 2021		10,611		10,611
Series A‑4 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 127,787 shares at December 31, 2022 and 2021		1,993		1,993
Series A‑5 preferred stock, $0.001 par value per share. Authorized 734,533 shares; issued and outstanding 730,320 shares at December 31, 2022 and 2021		12,858		12,858
Series A‑6 preferred stock, $0.001 par value per share. Authorized 805,848 shares; issued and outstanding 800,657 shares at December 31, 2022 and 2021		15,476		15,476
Series B preferred stock, $0.001 par value per share. Authorized 7,021,678 shares; issued and outstanding 6,984,971 and 6,984,971 shares at December 31, 2022 and 2021, respectively		84,528		84,528
Series B‑1 preferred stock, $0.001 par value per share. Authorized 1,659,672 shares; issued and outstanding 1,659,672 and 1,412,487 shares at December 31, 2022 and 2021, respectively		23,499		20,000
Series B‑2 preferred stock, $0.001 par value per share. Authorized 1,765,609 shares; issued and outstanding 706,243 and 0 shares at December 31, 2022 and 2021, respectively		—		—
Series B‑3 preferred stock, $0.001 par value per share. Authorized 8,474,924 shares; issued and outstanding 0 at shares at December 31, 2022 and 2021		—		—
Total convertible preferred stock	$	164,006	$	160,507

Summary of activity in convertible preferred stock

The following table summarizes activity in convertible preferred stock for the years ended December 31, 2022 and 2021.


	Balance at				Balance at
Series	January 1, 2021		Issuances		December 31, 2021
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		15,472		4		15,476
Series B		—		84,528		84,528
Series B‑1		—		20,000		20,000
Total convertible preferred stock	$	55,975	$	104,532	$	160,507


	Balance at				Balance at
Series	December 31, 2021		Issuances		December 31, 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
Series B‑2		—		—		—
Total convertible preferred stock	$	160,507	$	3,499	$	164,006

Summary of aggregate liquidation preference of convertible preferred stock


					Aggregate
Liquidation					Liquidation
Preference	Series	Shares	Price		Preference
1	Series B‑3 preferred stock	—	$	2.030	$	—
1	Series B‑2 preferred stock	706,243		14.160		10,000
2	Series B‑1 preferred stock	1,659,672		14.160		23,500
2	Series B preferred stock	6,984,971		12.140		84,774
3	Series A‑6 preferred stock	800,657		20.230		16,196
4	Series A‑5 preferred stock	730,320		17.810		13,000
4	Series A‑4 preferred stock	127,787		16.030		2,047
5	Series A‑3 preferred stock	612,822		17.400		10,661
6	Series A‑2 preferred stock	576,126		15.660		9,020
7	Series A‑1 preferred stock	131,797		49.520		6,526
	Total liquidation preference				$	175,724

Contingent Earnout Liability - Narrative (Details) $ in Thousands		3 Months Ended	9 Months Ended
	Aug. 10, 2023 USD ($) shares	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liability, noncurrent	$ 28,927
Derivative liability, measurement input		0	0
Estimated dividend yield
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liability, measurement input	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	$ 19,904	$ 0

Long-Lived Assets - Intangible Assets, amortization expense (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Aggregate amortization expense for intangible assets
2023		$ 65
2024		65
2025		65
2026		65
2027		65
Thereafter		477
Aggregate amortization expense	$ 997	$ 802

Stockholders' Equity - Common Stock (Details)	Dec. 31, 2022 shares
Stockholders' Equity
Shares of common stock reserved for future issuance	19,194,621
Preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	14,212,616
Series A-1 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	152,188
Series A-2 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	675,638
Series A-3 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	712,198
Series A-4 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	148,834
Series A-5 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	868,487
Series A-6 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	953,163
Series B preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	8,059,581
Series B-1 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	1,936,284
Series B-2 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	706,243
Warrants
Stockholders' Equity
Shares of common stock reserved for future issuance	2,878,517
Warrants to purchase Series A5 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	5,010
Warrants to purchase Series A6 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	6,179
Warrants to purchase Series B preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	42,354
Warrants to purchase Series B3 preferred stock
Stockholders' Equity
Shares of common stock reserved for future issuance	2,824,974
Stock options
Stockholders' Equity
Shares of common stock reserved for future issuance	2,103,488
Stock options outstanding
Stockholders' Equity
Shares of common stock reserved for future issuance	1,671,075
Stock options available for future grant
Stockholders' Equity
Shares of common stock reserved for future issuance	432,413

Leases - Components of right-of-use assets, short-term lease liabilities and long-term leases liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Operating Leases
Right-of-use assets	$ 1,252	$ 1,381
Short-term lease liabilities		300
Long-term lease liabilities		1,429
Finance Leases
Right-of-use assets		349
Short-term lease liabilities		70
Long-term lease liabilities		$ 164

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Common stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance, beginning of period at Dec. 31, 2020		$ 1,364,000	$ (107,497,000)	$ (106,133,000)
Beginning balance (in shares) at Dec. 31, 2020	193,303
Exercise of options		54,000		$ 54,000
Exercised	71,647			71,647
Modification of convertible debt to remove conversion discount		5,210,000		$ 5,210,000
Exercise of common stock warrants	28
Share-based compensation		109,000		109,000
Net loss			(28,845,000)	(28,845,000)
Balance, end of period at Dec. 31, 2021	$ 0	6,738,000	(136,342,000)	$ (129,604,000)
Ending balance (in shares) at Dec. 31, 2021	264,978			264,977
Exercise of options		61,000		$ 61,000
Exercised	33,747
Net loss			(7,873,000)	(7,873,000)
Balance, end of period at Mar. 31, 2022	$ 0	6,861,000	(144,215,000)	(137,354,000)
Balance, beginning of period at Dec. 31, 2021	$ 0	6,738,000	(136,342,000)	$ (129,604,000)
Beginning balance (in shares) at Dec. 31, 2021	264,978			264,977
Net loss				$ (24,645,000)
Balance, end of period at Sep. 30, 2022	$ 0	7,062,000	(160,987,000)	(153,925,000)
Balance, beginning of period at Dec. 31, 2021	$ 0	6,738,000	(136,342,000)	$ (129,604,000)
Beginning balance (in shares) at Dec. 31, 2021	264,978			264,977
Exercise of options		94,000		$ 94,000
Exercised	82,879			82,879
Modification of convertible debt to remove conversion discount				$ 5,210,000
Exercise of common stock warrants	69
Share-based compensation		368,000		368,000
Deemed dividend		2,829,000	(2,829,000)	2,829,000
Net loss			(47,187,000)	(47,187,000)
Balance, end of period at Dec. 31, 2022	$ 0	10,028,000	(186,358,000)	$ (176,330,000)
Ending balance (in shares) at Dec. 31, 2022	347,926			347,926
Balance, beginning of period at Mar. 31, 2022	$ 0	6,861,000	(144,215,000)	$ (137,354,000)
Exercise of options		5,000		5,000
Exercised	9,393
Net loss			(8,679,000)	(8,679,000)
Balance, end of period at Jun. 30, 2022	$ 0	6,936,000	(152,894,000)	(145,958,000)
Exercise of options		7,000		7,000
Exercised	12,128
Net loss			(8,093,000)	(8,093,000)
Balance, end of period at Sep. 30, 2022	$ 0	7,062,000	(160,987,000)	(153,925,000)
Balance, beginning of period at Dec. 31, 2022	$ 0	10,028,000	(186,358,000)	(176,330,000)
Exercise of options		50,000		50,000
Exercised	95,842
Net loss			(8,268,000)	(8,268,000)
Balance, end of period at Mar. 31, 2023	$ 0	11,110,000	(195,585,000)	(184,475,000)
Balance, beginning of period at Dec. 31, 2022	$ 0	10,028,000	(186,358,000)	$ (176,330,000)
Beginning balance (in shares) at Dec. 31, 2022	347,926			347,926
Net loss				$ (23,529,000)
Balance, end of period at Sep. 30, 2023	$ 2,000	221,351,000	(212,867,000)	$ 8,487,000
Ending balance (in shares) at Sep. 30, 2023				26,316,681
Balance, beginning of period at Mar. 31, 2023	0	11,110,000	(195,585,000)	$ (184,475,000)
Exercise of options	4,592	16,000		16,000
Net loss			(13,974,000)	(13,974,000)
Balance, end of period at Jun. 30, 2023	0	13,217,000	(211,581,000)	(198,364,000)
Exercise of options	50,646	29,000		29,000
Net loss			(1,286,000)	(1,286,000)
Balance, end of period at Sep. 30, 2023	$ 2,000	$ 221,351,000	$ (212,867,000)	$ 8,487,000
Ending balance (in shares) at Sep. 30, 2023				26,316,681

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-12

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(19))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.6-05(4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(7))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

Debt - PPP Loan (Details) - PPP - Other income and expense, net - USD ($) $ in Thousands		1 Months Ended
	Apr. 19, 2021	Apr. 30, 2020
Debt
Loan received		$ 828
Loan forgiveness	$ 828

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

SUBSEQUENT EVENTS (Details) - MedTech Acquisition Corp - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Feb. 08, 2023	Jan. 13, 2023
SUBSEQUENT EVENTS
Additional amount drawn on Promissory Note	$ 400,000	$ 544,000
TriSalus \| Merger Agreement
SUBSEQUENT EVENTS
Deposited in trust account	78,136
Extension Note
SUBSEQUENT EVENTS
Amount drawn on Second Extension Note	$ 78,136
Subsequent Events \| Convertible Promissory Note
SUBSEQUENT EVENTS
Amount drawn on Second Extension Note				$ 159,000
Subsequent Events \| 2022 Promissory Note III
SUBSEQUENT EVENTS
Amount drawn on Second Extension Note			$ 200,000	$ 215,222

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

(10)

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.

(8)Income Taxes

The income tax expenses (benefits) from continuing operations for the years ended December 31, 2022 and 2021, are summarized as follows:


	2022		2021
Federal:
Current	$	—	$	—
Deferred		—		—
		—		—
State:
Current		9		3
Deferred		—		—
		9		3
Total	$	9	$	3

The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2022 and 2021, due to the following items:


	2022		2021
Statutory rate	21.0	%	21.0	%
State and local taxes	2.0		2.5
Change in valuation allowance	(19.0)		(20.0)
Other	1.0		(0.1)
Permanent differences	(5.0)		(3.4)
	—	%	—	%

The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at December 31, 2022 and 2021, are presented below:


	2022		2021
Deferred tax assets:
NOL carryforwards	$	30,421	$	27,002
Fixed assets and intangibles		2,371		2,306
Accruals		815		108
Inventory		76		229
Other		87		—
Capitalized R&D expenses		4,613		—
Stock-based compensation expense		76		63
Total deferred income tax assets		38,459		29,708
Deferred tax liabilities:
Prepaid expenses		(101)		(78)
Total deferred income tax assets and liabilities		38,358		29,630
Less: valuation allowance		(38,358)		(29,630)
Net deferred income tax assets and liabilities	$	—	$	—

In assessing the realizability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As we do not have any historical taxable income, projections of future taxable income over the periods in which the deferred tax assets are deductible, and after consideration of the history of operating losses, we do not believe it is more likely than not that we will realize the benefits of the net deferred tax assets and, accordingly, have established a valuation allowance equal to 100% of net deferred tax assets. The change in the valuation allowance for the years ended December 31, 2022 and 2021 was $8,728 and $5,779, respectively.

As of December 31, 2022, we had net operating losses (“NOLs”) as follows (the NOLs which do not expire are subject to an annual utilization limitation of 80% of taxable income):


	December 31, 2022
	Federal		State
NOLs expiring between 2029 and 2037	$	43,912	$	67,380
NOLs which do not expire		82,009		18,398
Total NOLs	$	125,921	$	85,778

The Internal Revenue Code contains provisions that may further limit the net operating loss carryovers available to be used in any one year if certain events occur, including significant changes in ownership interests. Utilization of net operating loss and tax credit carryforwards are subject to a substantial annual limitation due to the ownership change limitations set forth in Section 382 of the Code and similar state provisions. We prepared an Internal Revenue Code 382 analysis to determine the annual limitations on our consolidated net operating loss carryforwards. All of our tax attributes are subject to an annual limitation. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before utilization.

As of December 31, 2022 and 2021, we did not have any unrecognized tax benefits and does not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months. Our accounting policy is to accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Our federal and state returns for all years remain open to examination by tax authorities.

- 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

Long-Lived Assets - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Long-Lived Assets
Estimated life of the patents	20 years
Amortization expense related to intellectual property	$ 122	$ 103

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

Schedule of key inputs into the monte carlo simulation for the private placement warrants

Assumptions used in the valuation are described below: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:

Schedule of changes in the level 3 fair value of warrant liabilities

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.

Fair Value at

Change in

Net Transfer

Fair Value at

Level 3

December 31,

Unrealized

Issuances

In (Out) of

September 30,

Liabilities

2022

(Gains) Losses

(Settlements)

Level 3

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:

Fair Value at

Change in

Net Transfer

Fair Value at

Level 3

December 31,

Unrealized

Issuances

In (Out) of

September 30,

Liabilities

2021

(Gains) Losses

(Settlements)

Level 3

2022

Warrant liability

391

(19)

—

372


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		September 30,
Liabilities	2022		(Gains) Losses		(Settlements)			Level 3		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


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		December 31,
Liabilities	2020		(Gains) Losses		(Settlements)			Level 3		2021
Warrant liability	$	3,399	$	379	$	(3,387)	⁽¹⁾	$	—	$	391
Put option liability	$	5,140	$	70	$	(5,210)		$	—	$	—


	Fair Value at		Change in				Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances		In (Out) of		December 31,
Liabilities	2021		(Gains) Losses		(Settlements)		Level 3		2022
Warrant liability	$	391	$	(22)	$	—	$	—	$	369
Series B-2 tranche liabilities	$	—	$	(1,645)	$	6,347	$	—	$	4,702
Series B-3 warrant liabilities	$	—	$	3,853	$	11,966	$	—	$	15,819

(1)This amount includes settlements of $3,397, reduced by issuances of $10.

MedTech Acquisition Corp

FAIR VALUE MEASUREMENTS

Schedule of company's assets that are measured at fair value on a recurring basis


		December 31,		December 31,
	Level	2022		2021
Assets:
Cash and investments held in Trust Account	1	$	19,827,884	$	250,007,295
Liabilities:
Warrant Liabilities - Public Warrants	1	$	666,667	$	4,333,333
Warrant Liabilities - Private Placement Warrants	3	$	394,667	$	2,565,333

Schedule of key inputs into the monte carlo simulation for the private placement warrants


	December 31,			December 31,
	2022			2021
Exercise price	$	11.50		$	11.50
Stock price	$	10.03		$	9.88
Volatility		6.40	%		9.60	%
Term		5.25			5.16
Risk-free rate		3.91	%		1.27	%
Dividend yield		0.00	%		0.00	%

Schedule of changes in the level 3 fair value of warrant liabilities


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333
Change in fair value		(2,170,666)		—		(2,170,666)
Fair value as of December 31, 2022	$	394,667	$	—	$	394,667


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2020	$	5,476,000	$	9,166,666	$	14,642,666
Change in fair value		(2,910,667)		(4,833,333)		(7,744,000)
Transfer to level 1		—		(4,333,333)		(4,333,333)
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333

Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended			3 Months Ended	9 Months Ended		12 Months Ended
	Aug. 10, 2023	Jul. 31, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	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	$ 117
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)	(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	(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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	30,898,162	15,696,266
Common stock, shares issued	347,926	264,977
Common stock, shares outstanding	347,926	264,977
MedTech Acquisition Corp
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
MedTech Acquisition Corp \| Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
MedTech Acquisition Corp \| Class A common stock subject to possible redemption
Number of shares subject to redemption	1,953,422	25,000,000
Common stock subject to possible redemption, price per share	$ 10.14	$ 10.00
MedTech Acquisition Corp \| Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	6,250,000	6,250,000
Common stock, shares outstanding	6,250,000	6,250,000

Summary of Significant Accounting Policies (Details) $ in Thousands		12 Months Ended
	Jan. 01, 2022 USD ($)	Dec. 31, 2022 USD ($) customer	Dec. 31, 2021 USD ($) customer	Sep. 30, 2023 USD ($)
Summary of Significant Accounting Policies
Milestone payment to Dynavax		$ 1,000	$ 1,000
Advertising expense		$ 2,201	1,400
Percentage of shares outstanding		99.20%
Increase in assets	$ 1,512
Net of accrued rent	320
Current liabilities	236	$ 32,357	$ 6,373	$ 9,305
Long-term liabilities	$ 1,596
Accounts Receivable \| Customer Concentration Risk \| Customer one
Summary of Significant Accounting Policies
Number of customer \| customer		1	1
Concentration risk, percentage		19.00%	34.00%
Revenue \| Customer Concentration Risk \| Customer one
Summary of Significant Accounting Policies
Number of customer \| customer		1	1
Concentration risk, percentage		20.00%	25.00%

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
General and administrative expenses	$ 12,483,000	$ 8,753,000
Loss from operations	(36,439,000)	(24,032,000)
Other income:
Interest earned on marketable securities held in Trust Account	180,000
Loss before income taxes	(47,178,000)	(28,842,000)
Provision for income taxes	(9,000)	(3,000)
Net loss available to common stockholders	$ (47,187,000)	$ (28,845,000)
Weighted average shares outstanding, basic	309,609	219,100
Weighted average shares outstanding, diluted	309,609	219,100
Basic net (loss) income per share	$ (161.55)	$ (131.65)
Diluted net (loss) income per share	$ (161.55)	$ (131.65)
MedTech Acquisition Corp
General and administrative expenses	$ 2,746,125	$ 3,040,714
Loss from operations	(2,746,125)	(3,040,714)
Other income:
Change in fair value of warrant liabilities	5,837,332	7,744,000
Interest earned on marketable securities held in Trust Account	3,018,726	63,997
Total other income, net	8,856,058	7,807,997
Loss before income taxes	6,109,933	4,767,283
Provision for income taxes	(570,854)
Net loss available to common stockholders	$ 5,539,079	$ 4,767,283
MedTech Acquisition Corp \| Class A common stock
Other income:
Weighted average shares outstanding, basic	23,358,326	25,000,000
Weighted average shares outstanding, diluted	23,358,326	25,000,000
Basic net (loss) income per share	$ 0.19	$ 0.15
Diluted net (loss) income per share	$ 0.19	$ 0.15
MedTech Acquisition Corp \| Class B common stock
Other income:
Weighted average shares outstanding, basic	6,250,000	6,250,000
Weighted average shares outstanding, diluted	6,250,000	6,250,000
Basic net (loss) income per share	$ 0.19	$ 0.15
Diluted net (loss) income per share	$ 0.19	$ 0.15

Accrued Liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued Liabilities consists of the following:


	September 30,		December 31,
	2023		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


	December 31,
	2022		2021
Accrued liabilities	$	2,905	$	2,910
Accrued incentives		2,896		1,562
Accrued vacation		329		271
Accrued payroll		247		226
	$	6,377	$	4,969

Convertible Preferred Stock, Voting Rights (Details)	12 Months Ended
Convertible Preferred Stock, Voting Rights (Details)	Dec. 31, 2022 Vote
Convertible Preferred Stock
Number of board of director above which majority preferred shareholders voting approval will be required	11

WARRANT LIABILITIES

12 Months Ended

Dec. 31, 2022

MedTech Acquisition Corp

WARRANT LIABILITIES

WARRANT LIABILITIES

NOTE 8. WARRANT LIABILITIES

As of December 31, 2022 and 2021, there were 8,333,333 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and

during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

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

●

in whole and not in part;

●

at a price of $0.01 per Public Warrant;

●

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

●

if, and only if, the reported closing price of the Class A 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,” as described in the warrant agreement. The exercise price and number of shares of Class A 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 Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

As of December 31, 2022 and 2021, there were 4,933,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A 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 a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, 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.

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 9,414,000	$ 30,301,000
Prepaid expenses	4,772,000	2,181,000
Total current assets	17,214,000	35,131,000
Total assets	21,995,000	37,837,000
Current liabilities
Due to stockholders	142,000	104,000
Total current liabilities	32,357,000	6,373,000
Total liabilities	34,319,000	6,934,000
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	164,006,000	160,507,000
STOCKHOLDERS' DEFICIT
Common stock	0
Additional paid-in capital	10,028,000	6,738,000
Accumulated deficit	(186,358,000)	(136,342,000)
Total stockholders' equity (deficit)	(176,330,000)	(129,604,000)
Liabilities and Stockholders' Equity (Deficit)	21,995,000	37,837,000
MedTech Acquisition Corp
Current assets
Cash	153,563	200,884
Prepaid expenses	206,329	325,000
Total current assets	359,892	525,884
Cash and investments held in Trust Account	19,827,884	250,007,295
Total assets	20,187,776	250,533,179
Current liabilities
Accounts payable and accrued expenses	1,442,941	$ 1,057,616
Due to stockholders	$ 48,135
Other Liability, Current, Related Party, Type [Extensible Enumeration]	srt:OfficerMember	srt:OfficerMember
Income taxes payable	$ 27,854
Extension Note	39,068
Promissory note - related party	$ 944,000	$ 544,000
Notes Payable, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total current liabilities	$ 3,842,998	$ 1,601,616
Warrant liabilities	1,061,334	6,898,666
Convertible Promissory Note - related party	1,341,000	0
Deferred underwriting fee payable	8,750,000	8,750,000
Total liabilities	13,654,332	17,250,282
STOCKHOLDERS' DEFICIT
Accumulated deficit	(13,267,211)	(16,717,728)
Total stockholders' equity (deficit)	(13,266,586)	(16,717,103)
MedTech Acquisition Corp \| Class A common stock
STOCKHOLDERS' DEFICIT
Liabilities and Stockholders' Equity (Deficit)	20,187,776	250,533,179
MedTech Acquisition Corp \| Class A common stock subject to possible redemption
Current liabilities
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	19,800,030	250,000,000
STOCKHOLDERS' DEFICIT
Common stock
MedTech Acquisition Corp \| Class B common stock
STOCKHOLDERS' DEFICIT
Common stock	$ 625	$ 625

RELATED PARTY TRANSACTIONS - Founder Shares (Details)		1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Sep. 11, 2020 USD ($) shares	Dec. 31, 2020 shares	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 D $ / shares shares
RELATED PARTY TRANSACTIONS
Issuance of stock \| $			$ 34,151,000	$ 551,000
MedTech Acquisition Corp \| Founder Shares \| Sponsor \| Class B Common Stock
RELATED PARTY TRANSACTIONS
Issuance of preferred stock with PIPE financing (in shares)	5,750,000
Issuance of stock \| $	$ 25,000
Share dividend		0.1
Aggregate number of shares owned		6,325,000
Restrictions on transfer period of time after business combination completion					1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares					$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D					20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination \| D					30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences					150 days
MedTech Acquisition Corp \| Founder Shares \| Sponsor \| Class B Common Stock \| Over-allotment option
RELATED PARTY TRANSACTIONS
Shares subject to forfeiture					75,000
Shares no longer subject to forfeiture					0

Contingent Earnout Liability

9 Months Ended

Sep. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Contingent Earnout Liability

(8)

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,			August 10,
	2023			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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

MedTech Acquisition Corp

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, which were formed on November 9, 2022. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management 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 financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $153,563 and $200,884 of cash as of December 31, 2022 and 2021, respectively, and no cash equivalents.

Cash and Investments Held in Trust Account

The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with FASB Accounting Standard Codification (“ASC”) Topic 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2022, substantially all of the assets held in the Trust Account were held in a demand deposit account held by Continental Stock Transfer & Trust Company. At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The money market funds are presented at fair value within the accompanying consolidated balance sheets, and fair value of the investments in the Trust Account is equal to the amortized cost basis of the money market funds.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

In connection with the special meeting in lieu of the 2022 annual meeting of stockholders held by the Company on December 12, 2022, stockholders holding 23,046,578 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $232.37 million (approximately $10.08 per Public Share) was removed from the Trust Account to pay such holders and approximately $19.70 million remains in the Trust Account. Following redemptions, the Company has 1,953,422 Public Shares outstanding. $78,137 was deposited into the Trust Account of which 50% was be drawn down under the Extension Note and 50% was funded by TriSalus.

Accordingly, at December 31, 2022 and 2021, 1,953,422 and 25,000,000 shares of Class A common stock subject to possible redemption are presented at $10.14 and $10.00 redemption value, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

At December 31, 2022 and 2021, the Class A common stock subject to possible redemption reflected in the consolidated balance sheets is reconciled in the following table:


Class A common stock subject to possible redemption, January 1, 2021	$	250,000,000
Plus:
Accretion of carrying value to redemption value
Class A common stock subject to possible redemption, December 31, 2021		250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022	$	19,800,030

Offering Costs

Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. A total of $14,161,525 in offering costs was incurred. Of these offering costs, $13,638,664 was related to the Initial Public Offering and charged to Class A Common Stock subject to possible redemption. Offering costs allocable to Public Warrants (as defined below) and Private Placement Warrants were $514,106 and $8,755, respectively, and expensed at the date of Initial Public Offering.

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants were initially and subsequently valued using a Monte Carlo Simulation Model. The Public Warrants for periods where no observable traded price was available were also valued using a Monte Carlo simulation Model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets

and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 9.34% and 0% for the years ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income per Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share of common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock, which assumes a business combination as to be the most likely outcome. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,266,666 shares of Class A common stock in the aggregate. As of December 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented.

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except share and per share amounts):


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	4,369,839	$	1,169,240	$	3,813,826	$	953,457
Denominator:
Basic and diluted weighted average shares outstanding		23,358,326		6,250,000		25,000,000		6,250,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.15	$	0.15

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities (See Note 10).

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Recent Accounting Standards

In August 2020, the FASB issued ASU Topic 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2022.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Commitments and Contingencies (Details) $ in Thousands					1 Months Ended		12 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Jan. 03, 2022 USD ($)	Nov. 18, 2021 USD ($)	Nov. 15, 2021 USD ($) installment	Mar. 11, 2021 USD ($)	Feb. 28, 2021	Oct. 31, 2017 patent	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Commitments and Contingencies
Amount of matching contribution							$ 431	$ 287
Number of patents for which suit filed \| patent						6
Number of patents for which testimony is limited \| patent						1
Cure period					60 days
Damages sought value				$ 750
Number of installments \| installment			2
Maximum
Commitments and Contingencies
Percentage of matching contribution							4.00%
Employee's contribution of up to 3%
Commitments and Contingencies
Percentage of matching contribution							3.00%
Employee's contribution between 3% and 4%
Commitments and Contingencies
Percentage of matching contribution							3.50%
Employee's contribution between 4% and 5%
Commitments and Contingencies
Percentage of matching contribution							4.00%
General and administrative expense
Commitments and Contingencies
Damages settled value			$ 425
General and administrative expense \| First installment
Commitments and Contingencies
Damages settled value		$ 200
General and administrative expense \| Second installment
Commitments and Contingencies
Damages settled value	$ 225

RELATED PARTY TRANSACTIONS (Details) - MedTech Acquisition Corp - USD ($)		12 Months Ended
	Dec. 22, 2020	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2023	Dec. 16, 2022	May 24, 2022	Jan. 28, 2022	Dec. 30, 2021
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note					$ 468,821
Aggregate principal amount						$ 1,500,000
2022 Promissory Note
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount					1,000,000
Related party
RELATED PARTY TRANSACTIONS
Outstanding amount		$ 39,068	$ 0
Working capital loans warrant
RELATED PARTY TRANSACTIONS
Expenses incurred		1,341,000	0
Price of warrant				$ 1.50
Working capital loans warrant \| Related party
RELATED PARTY TRANSACTIONS
Outstanding amount		0	0
Promissory Note - Related Party
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note								$ 544,000
Promissory Note - Related Party \| 2022 Promissory Note
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount					1,000,000
Promissory Note - Related Party \| Sponsor
RELATED PARTY TRANSACTIONS
Maximum borrowing capacity of related party promissory note					468,821
Borrowed aggregate principal amount					$ 468,821
Outstanding amount		544,000	544,000
Promissory Note - Related Party \| Sponsor \| 2022 Promissory Note
RELATED PARTY TRANSACTIONS
Borrowed aggregate principal amount							$ 400,000
Outstanding amount		400,000	0
Related Party Loans \| Sponsor \| Maximum
RELATED PARTY TRANSACTIONS
Aggregate principal amount						$ 1,500,000
Related Party Loans \| Working capital loans warrant
RELATED PARTY TRANSACTIONS
Loan conversion agreement warrant		$ 1,500,000
Price of warrant		$ 1.50
Administrative Services Agreement
RELATED PARTY TRANSACTIONS
Expenses per month	$ 10,000
Expenses incurred		$ 120,000	120,000
Administrative Services Agreement \| Accrued expenses
RELATED PARTY TRANSACTIONS
Expenses incurred		$ 240,000	$ 120,000

COMMITMENTS AND CONTINGENCIES (Details)	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2022 USD ($) D item $ / shares shares	Sep. 30, 2023 $ / shares shares	Dec. 31, 2021 $ / shares shares
COMMITMENTS AND CONTINGENCIES
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized \| shares		10,000,000
Preferred stock, par value (in dollars per share) \| $ / shares		$ 0.0001
MedTech Acquisition Corp
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item	3
Legal fees	$ 508,525
Investment advisory fees	400,000
Legal fees upon merger	479,262
Business combination related costs	$ 40,000,000
Number of trading \| D	30
Period of stockholder approval after delivering business combination	25 days
Preferred Stock, Shares Authorized \| shares	1,000,000		1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001		$ 0.0001
Purchase price, per unit \| $ / shares	$ 10.00
MedTech Acquisition Corp \| Raymond James Agreements
COMMITMENTS AND CONTINGENCIES
Deferred underwriting fees upon consummation of business combination	$ 8,750,000
MedTech Acquisition Corp \| MTAC Class A Common Stock
COMMITMENTS AND CONTINGENCIES
Business combinations of warrant to purchase	0.33%
Number of holdings \| shares	1
MedTech Acquisition Corp \| Maximum \| Raymond James Agreements
COMMITMENTS AND CONTINGENCIES
Aggregate fees received	$ 4,500,000
MedTech Acquisition Corp \| Minimum \| Raymond James Agreements
COMMITMENTS AND CONTINGENCIES
Aggregate fees received	3,000,000
MedTech Acquisition Corp \| TriSalus
COMMITMENTS AND CONTINGENCIES
Consideration payable	$ 220,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Share price \| $ / shares	$ 10.00

Income Taxes - Net operating loss carryforwards (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Total NOLs	$ 30,421	$ 27,002
Federal
Income Taxes
NOLs expiring between 2029 and 2037	43,912
NOLs which do not expire	82,009
Total NOLs	125,921
State
Income Taxes
NOLs expiring between 2029 and 2037	67,380
NOLs which do not expire	18,398
Total NOLs	$ 85,778

Merger Agreement with MedTech Acquisition Corporation (Details) - USD ($) $ / shares in Units, $ in Thousands	Nov. 11, 2022	Dec. 31, 2022	Dec. 31, 2021
Series A-1 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001	$ 0.001
Series A-2 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)		0.001	0.001
Series A-3 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)		0.001	0.001
Series A-4 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)		0.001	0.001
Series A-5 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)		0.001	0.001
Series A-6 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)		0.001	0.001
Series B preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)		0.001	0.001
Series B-1 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)		0.001	0.001
Series B-2 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)		0.001	0.001
Series B-3 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001	$ 0.001
TriSalus \| MedTech Acquisition Corporation
Merger Agreement with MedTech Acquisition Corporation
Aggregate consideration payable	$ 220,000
Warrants consideration	$ 220,000
Deferred expenses		$ 2,719
TriSalus \| MedTech Acquisition Corporation \| Series A-1 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)	$ 0.001
TriSalus \| MedTech Acquisition Corporation \| Series A-2 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)	0.001
TriSalus \| MedTech Acquisition Corporation \| Series A-3 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)	0.001
TriSalus \| MedTech Acquisition Corporation \| Series A-4 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)	0.001
TriSalus \| MedTech Acquisition Corporation \| Series A-5 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)	0.001
TriSalus \| MedTech Acquisition Corporation \| Series A-6 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)	0.001
TriSalus \| MedTech Acquisition Corporation \| Series B preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)	0.001
TriSalus \| MedTech Acquisition Corporation \| Series B-1 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)	0.001
TriSalus \| MedTech Acquisition Corporation \| Series B-2 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)	0.001
TriSalus \| MedTech Acquisition Corporation \| Series B-3 preferred stock
Merger Agreement with MedTech Acquisition Corporation
Convertible preferred stock, par value per share (in dollars per share)	$ 0.001

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Components of inventory
Raw materials	$ 289	$ 753	$ 646
Finished goods	1,340	718	646
Inventory, net	$ 1,629	1,471	1,292
Reserve for excess inventory		$ 43	$ 97

Long-Lived Assets (Tables)

12 Months Ended

Dec. 31, 2022

Long-Lived Assets

Summary of property and equipment

Property and equipment as of December 31 consists of the following:


	Useful Life
	(Years)	2022		2021
Machinery and equipment	5 – 7	$	2,795	$	2,031
Computers and software	2		602		672
Furniture	5		475		448
Leasehold improvements	5		772		783
Other property	7		12		12
			4,656		3,946
Less accumulated depreciation			(2,425)		(2,149)
		$	2,231	$	1,797

Summary of aggregate amortization expense for intangible assets subject to amortization


2023		65
2024		65
2025		65
2026		65
2027		65
Thereafter		477
	$	802

PRIVATE PLACEMENT	12 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2022
MedTech Acquisition Corp
PRIVATE PLACEMENT
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($7,400,000) from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Preferred Stock

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Preferred Stock

(11)

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:


	September 30,		August 10,		December 31,
Series	2023		2023		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.


	Balance at				Retirements /		Balance at
Series	December 31, 2022		Issuances		Conversions		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)	$	—


	Balance at				Balance at
Series	December 31, 2021		Issuances		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:


	September 30,	December 31,
Series	2023	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.


	Balance at			Retirements /	Balance at
Series	December 31, 2022	Exercises	Issuances	Conversions	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.


	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.

Convertible Preferred Stock, Spring 2021 Financing (Details) - Series B preferred stock - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			12 Months Ended
	Jul. 31, 2021	Jun. 30, 2021	May 31, 2021	Dec. 31, 2022
Convertible Preferred Stock
Convertible preferred stock, original issue prices				$ 12.140
Spring 2021 Financing
Convertible Preferred Stock
Proceeds, net of issuance costs	$ 20,989	$ 20,989	$ 20,989
Number of shares sold	1,742,003	1,742,003	1,742,003
Convertible preferred stock, original issue prices	$ 12.14	$ 12.14	$ 12.14

WARRANT LIABILITIES (Details)	12 Months Ended
WARRANT LIABILITIES (Details)	Dec. 31, 2022 USD ($) D $ / shares shares	Sep. 30, 2023 shares	Aug. 10, 2023 shares	Dec. 31, 2021 USD ($) shares
WARRANT LIABILITIES
Public warrants expiration term	10 years
Warrants outstanding \| shares	2,871,084	14,266,605	14,266,605
Public Warrants
WARRANT LIABILITIES
Public warrants expiration term		5 years
Warrants outstanding \| shares		8,333,272	8,333,272
MedTech Acquisition Corp \| Warrants
WARRANT LIABILITIES
Maximum period after business combination in which to file registration statement	15 days
Period of time within which registration statement is expected to become effective	60 days
MedTech Acquisition Corp \| Private Placement Warrants
WARRANT LIABILITIES
Warrants outstanding \| $	$ 4,933,333			$ 4,933,333
Restrictions on transfer period of time after business combination completion	30 days
MedTech Acquisition Corp \| Public Warrants
WARRANT LIABILITIES
Warrant exercise period condition one	30 days
Warrant exercise period condition two	12 months
Public warrants expiration term	5 years
Share price trigger used to measure dilution of warrants \| $ / shares	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60
Trading period after business combination used to measure dilution of warrant	20
Warrant exercise price adjustment multiple	115
Warrant redemption price adjustment multiple	180
Warrants outstanding \| shares	8,333,333			8,333,333
MedTech Acquisition Corp \| Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
WARRANT LIABILITIES
Redemption price per public warrant (in dollars per share) \| $ / shares	$ 0.01
Redemption period	30 days
Warrant redemption condition minimum share price \| $ / shares	$ 18.00
Threshold trading days for redemption of public warrants	20
Threshold consecutive trading days for redemption of public warrants	30
Threshold number of business days before sending notice of redemption to warrant holders	3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			9 Months Ended		12 Months Ended
	Dec. 12, 2022	Dec. 22, 2020	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs					$ 0	$ 242,000
Income tax provision			0.00%
Statutory tax rate					21.00%	21.00%
Unrecognized tax benefits					$ 0	$ 0
Anti-dilutive securities attributable to warrants (in shares)			21,097,831	13,381,126	16,879,990	12,731,606
MedTech Acquisition Corp
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash					$ 153,563	$ 200,884
Cash equivalents					0	$ 0
Accretion of carrying value to redemption value					$ 2,171,303
Number of public shares held	23,046,578
Amount removed from trust account	$ 232,370,000
Per share removal from trust account	$ 10.08
Remaining amount held in the trust account	$ 19,700,000
Shares outstanding					1,953,422
Deposited into trust account					$ 78,137
Percent of deposits funded by TriSalus					50.00%
Income tax provision					9.34%	0.00%
Statutory tax rate					21.00%	21.00%
Unrecognized tax benefits					$ 0	$ 0
Unrecognized tax benefits accrued for interest and penalties					$ 0	$ 0
Offering costs		$ 14,161,525
MedTech Acquisition Corp \| Extension Note
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Percent of deposits drawn down					50.00%
MedTech Acquisition Corp \| Initial Public Offering
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs related to IPO		13,638,664
MedTech Acquisition Corp \| Class A Common Stock
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Anti-dilutive securities attributable to warrants (in shares)					13,266,666
MedTech Acquisition Corp \| Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accretion of carrying value to redemption value					$ (2,093,167)
Redemption price per share					$ 10.14	$ 10.00
Number of shares subject to redemption					1,953,422	25,000,000
MedTech Acquisition Corp \| Public Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs		514,106
MedTech Acquisition Corp \| Private Placement Warrants
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Offering costs		$ 8,755

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
Warrants outstanding, ending balance (in shares)	14,266,605
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)

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
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)
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

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

(15)

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.

(16)Commitments and Contingencies

401(k) Plan

The Company maintains a salary reduction savings plan under Section 401(k) of the Internal Revenue Code, which we administer for participating employees’ contributions. All full-time employees are covered under the plan after meeting minimum service requirements. We paid matching contributions of $431 and $287 to the plan for the years ended December 31, 2022 and 2021, respectively. Our contributions were based on compensation at the rate of 3%, 3.5%, and 4% for an employee’s contribution of up to 3%, between 3% and 4%, and between 4% and 5%, respectively, with the match-eligible contribution being limited to 4% of the employee’s eligible compensation.

Legal Matters

In October 2017, an individual filed a suit against the Company in the District of Colorado asserting joint inventorship of six patents assigned to the Company. The individual sought to be added as a co-inventor and co-owner of the patents in question. In a series of rulings, the Court struck monetary damages and jury trial demand, limited the individual’s expert testimony to one patent, and barred rebuttal testimony to defendant’s expert or testimony related to prior art, severely limiting the scope of this case. Following a notice that we would be seeking sanctions against the plaintiff and his attorney, it was agreed that the plaintiff would dismiss his case with prejudice and no sanctions or attorney fees’ request would be filed. A stipulated Dismissal Order was entered June 23, 2021.

In February 2021, TriSalus exercised its right to terminate, for cause, an agreement with a distributor, pursuant to which the distributor was acting as exclusive distributor of the TriNav Infusion System in several Western states. We determined that the distributor had failed to perform many aspects of the contract resulting in poor sales. The distributor was put on notice in September of 2020 that performance must improve, or we would terminate the contract. Despite being allowed a 60-day cure period, the distributor’s performance did not improve and in February 2021 we exercised our right to terminate. On March 11, 2021, the distributor filed a lawsuit against us in the Utah state court, asserting a claim for wrongful termination of the contract by us and several other related, common-law claims. The distributor sought monetary damages in an amount of $750, plus attorneys’ fees and other relief. On November 15, 2021, we agreed to settle the case for $425, which was recorded as expense in general and administrative expense in the accompanying consolidated statements of operations. The settlement was paid in two installments of $200 and $225, on

November 18, 2021, and January 3, 2022, respectively. The settlement amounted to the contractual fee if we were to terminate the contract.

Other than as described above, 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.

Financial Instruments - Changes in fair value of outstanding warrant and tranche liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Warrant liabilities
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Beginning balance	$ 391	$ 3,399
Change in Unrealized (Gains) Losses	(22)	379
Issuances (Settlements)		(3,387)
Ending balance	369	391
Issuances		3,397
Settlements		10
Put option liability
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Beginning balance		5,140
Change in Unrealized (Gains) Losses		70
Issuances (Settlements)		$ (5,210)
Series B-2 tranche liabilities
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Beginning balance
Change in Unrealized (Gains) Losses	(1,645)
Issuances (Settlements)	6,347
Ending balance	4,702
Series B-3 warrant liabilities
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Beginning balance
Change in Unrealized (Gains) Losses	3,853
Issuances (Settlements)	11,966
Ending balance	$ 15,819

Cash, cash equivalents and restricted cash (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

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,		December 31,
	2023		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


	December 31,		December 31,
	2022		2021
Cash and cash equivalents	$	9,414	$	30,301
Restricted cash (included in Other assets)		250		—
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	9,664	$	30,301

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,		December 31,
	2023		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 - Fair Value Measurements (Details)	Sep. 30, 2023 Y	Aug. 10, 2023 Y	Dec. 31, 2022 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0
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	65.0	65.0
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	4.6	4.2
Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input \| Y	4.9	5
Expected dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	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
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
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 \| Minimum \| Expected dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			5.8
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
Series B-2 Tranche Liability \| Maximum \| Expected dividends
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			6.0

FAIR VALUE MEASUREMENTS - Monte Carlo Simulation for the Private Placement Warrants (Details) - MedTech Acquisition Corp - Level 3	Dec. 31, 2022 Y $ / shares	Dec. 31, 2021 Y $ / shares
Exercise price
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	11.50	11.50
Stock price
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	10.03	9.88
Volatility
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	0.0640	0.0960
Term
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input \| Y	5.25	5.16
Risk-free rate
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	0.0391	0.0127
Estimated dividend yield
FAIR VALUE MEASUREMENTS
Warrants and rights outstanding measurement input	0.0000	0.0000

STOCKHOLDERS' DEFICIT	12 Months Ended
STOCKHOLDERS' DEFICIT	Dec. 31, 2022
MedTech Acquisition Corp
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock—The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 1,953,422 and 25,000,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity, respectively. Class B Common Stock—The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 6,250,000 shares of Class B common stock issued and outstanding. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis. The Company cannot determine at this time whether a majority of the holders of Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

- 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3

+ Details

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Net Loss per Share (Details) - shares	9 Months Ended		12 Months Ended
Net Loss per Share (Details) - shares	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
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	16,879,990	12,731,606
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	12,330,395	11,376,970
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)			2,878,519	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)				1,446
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	1,671,076	1,307,079

Convertible Preferred Stock, Warrant Exercises (Details) - USD ($) $ in Thousands	1 Months Ended			9 Months Ended		12 Months Ended
	Jul. 31, 2021	Mar. 31, 2021	Nov. 30, 2020	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021
Convertible Preferred Stock
Proceeds from exercise of Series B preferred stock warrants				$ 9,630	$ 0	$ 117
Series A-6 preferred stock
Convertible Preferred Stock
Proceeds from exercise of Series B preferred stock warrants			$ 19
Warrants to purchase Series B-3 preferred stock (in shares)			59,102
Series B preferred stock
Convertible Preferred Stock
Proceeds from exercise of Series B preferred stock warrants	$ 117	$ 117
Warrants to purchase Series B-3 preferred stock (in shares)	289,552	289,552

Leases - Future minimum lease payments (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Oct. 31, 2022 USD ($)
Leases
Number of operating leases	4
Renewal term	2 years
Number of finance leases	4
Right-of-use assets	$ 349
Short-term lease liabilities	70
Long-term lease liabilities	$ 164
Weighted average life of operating lease	8 years
Weighted average life of finance lease	3 years
Weighted average discount rate of operating lease	8.10%
Weighted average discount rate of finance lease	8.10%
Total lease expense	$ 463	$ 385
Copier
Leases
Number of finance leases	3
Copier in westminster facility
Leases
Right-of-use assets			$ 38
Short-term lease liabilities			6
Long-term lease liabilities			$ 32
Analytical equipment in laboratory facility
Leases
Number of finance leases	1
Right-of-use assets	$ 310
Short-term lease liabilities	178
Long-term lease liabilities	$ 132
Principal administrative and production facility
Leases
Option to extend	two options
Renewal term	5 years
Lease for office space at 2275 Half Day Road
Leases
Renewal term	3 years

Stockholders' Equity - Additional information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2023	Aug. 10, 2023	Sep. 15, 2022	Jul. 13, 2022	Dec. 20, 2021	Sep. 23, 2021	Mar. 02, 2021	Dec. 31, 2020
Summary of option activity
Common Stock, Shares Authorized	30,898,162	15,696,266	400,000,000
Options outstanding at the beginning	1,671,076	1,307,080								735,803
Options and RSU's outstanding (in shares)			7,500,732	2,816,224
Common shares available for grant			4,684,508
Unrecognized compensation expense	$ 433	$ 24
Weighted average period of recognition	2 years 10 months 24 days
General and administrative expense
Summary of option activity
Recognized compensation expense	$ 368	$ 109
2019 Equity Incentive Plan
Summary of option activity
Options issued	1,671,075	52,878,539
Options outstanding at the beginning	1,307,079
Options expiration term	10 years
Options and RSU's outstanding (in shares)					2,348,260	2,101,075	1,804,452	1,606,704	1,235,926
Common shares available for grant	432,413
Contractual term	10 years
2019 Equity Incentive Plan \| Minimum
Summary of option activity
Vesting period	1 year
2019 Equity Incentive Plan \| Maximum
Summary of option activity
Vesting period	4 years

Contingent Earnout Liability (Tables)	9 Months Ended
Contingent Earnout Liability (Tables)	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: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:

Stockholders' Equity - Exercise price of options outstanding and exercisable (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Exercise prices of options outstanding and exercisable
Lower range of Exercise price \| $ / shares	$ 3.65
Upper range of Exercise price \| $ / shares	$ 18.61
Options outstanding	1,671,076
Options Exercisable	813,943
0.01
Exercise prices of options outstanding and exercisable
Weighted average exercise price \| $ / shares	$ 0.41
Options outstanding	540,863
Weighted average remaining contractual life	8 years
Options Exercisable	380,641
0.03
Exercise prices of options outstanding and exercisable
Weighted average exercise price \| $ / shares	$ 1.22
Options outstanding	211,405
Weighted average remaining contractual life	5 years 2 months 12 days
Options Exercisable	211,134
0.04
Exercise prices of options outstanding and exercisable
Weighted average exercise price \| $ / shares	$ 1.62
Options outstanding	4,100
Weighted average remaining contractual life	1 year 1 month 6 days
Options Exercisable	4,100
0.05
Exercise prices of options outstanding and exercisable
Weighted average exercise price \| $ / shares	$ 2.03
Options outstanding	7,415
Weighted average remaining contractual life	4 years 7 months 6 days
Options Exercisable	7,415
0.06
Exercise prices of options outstanding and exercisable
Weighted average exercise price \| $ / shares	$ 2.43
Options outstanding	900,291
Weighted average remaining contractual life	9 years 2 months 12 days
Options Exercisable	203,651
0.07
Exercise prices of options outstanding and exercisable
Weighted average exercise price \| $ / shares	$ 2.84
Options outstanding	1,413
Weighted average remaining contractual life	2 years 9 months 18 days
Options Exercisable	1,413
$0.09-$0.46
Exercise prices of options outstanding and exercisable
Options outstanding	5,589
Weighted average remaining contractual life	3 years 3 months 25 days
Options Exercisable	5,589

Leases - Future minimum lease payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Leases
2022	$ 188
2023	194
2024	199
2025	205
2026	213
Thereafter	1,102
Total	$ 2,101

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued liabilities	$ 3,404	$ 2,905	$ 2,910
Accrued incentives		2,896	1,562
Accrued vacation	475	329	271
Accrued payroll		247	226
Total accrued liabilities	$ 6,600	$ 6,377	$ 4,969

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Aug. 10, 2023	Dec. 31, 2022	Dec. 31, 2021
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	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000		30,898,162	15,696,266
Common stock, shares issued (in shares)	26,316,681		347,926	264,977
Common stock, shares outstanding (in shares)	26,316,681	26,316,681	347,926	264,977

Net Loss per Share

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss per Share

(12)

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.

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

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.

(14)Net Loss per Share

Basic net loss 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, if any, 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 years ended December 31, 2022 and 2021, diluted net loss per common share is the same as basic net loss per common share for those periods.


	December 31,
	2022	2021
Preferred stock	12,330,395	11,376,970
Preferred stock warrants	2,878,519	46,111
Common stock warrants	—	1,446
Options to purchase common stock	1,671,076	1,307,079
	16,879,990	12,731,606

As described in Note 12, the triggering of the anti-dilution feature resulting from the B-2 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 $2,829 was recorded as an increase in the net loss attributable to common shareholders reflected in our consolidated statement of operations for the year ended December 31, 2022. This deemed dividend increased the net loss per common share by $9.14 for the year ended December 31, 2022.

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2)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

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)

(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.

(2)Summary of Significant Accounting Policies

(a)Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as of December 31, 2022 and 2021, respectively: TriSalus Medical LLC and TriSalus Therapeutics LLC. Unless otherwise specified, references to the Company are references to TriSalus Life Sciences Inc. and its consolidated subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The presentation of change in fair value of warrants for 2021 on the consolidated statement of operations has been reclassified to conform to current year presentation.

In connection with the Business Combination with MTAC that was consummated on August 10, 2023 (see Note 17), the Company retroactively applied the recapitalization of the Company’s equity structure including the consolidated statements of stockholders’ deficit from January 1, 2021 to December 31, 2022 and the weighted average common shares outstanding, basic and diluted for the years ended December 31, 2022 and 2021. The retroactive application reflects the equivalent number of shares of New TriSalus common stock, $0.0001 par value per share, issued to the Company’s stockholders in connection with the Business Combination at the applicable exchange ratio of 0.02471853 (the “Exchange Ratio”).

(b)Cash and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We invest excess cash primarily in money market funds.

(c)Concentrations of Credit Risk and Other Risks and Uncertainties

Our cash is deposited primarily with one financial institution. At times, the deposits in this institution 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.

(d)Accounts Receivable and Customer Concentrations

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.

As of December 31, 2022, one distributor customer constituted 19% of our accounts receivable balance. As of December 31, 2021, one distributor customer constituted 34% of our accounts receivable balance.

We had one distributor customer which constituted 20% and 25% of our revenue for the years ended December 31, 2022 and 2021, respectively. The arrangement with this distributor terminated on December 31, 2022.

(e)Leases

(f)Inventory

Inventory is carried at the lower of cost or net realizable value. The balance includes the cost of raw materials, 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 net realizable value exceeds its cost.

(g)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 warrant liabilities and tranche liabilities, and the valuation allowance on deferred tax assets.

(h)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 two to seven years. Leasehold improvements are amortized on a straight-line basis over the lesser of estimated useful lives or the lease term.

(i)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.

(j)Share-Based Compensation

We account for all 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.

(k)Segment Reporting

(l)Revenue Recognition

Our revenue is derived from the shipments of our PEDD infusion systems to our customers. Our customers are generally comprised of hospital, 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:

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. We do not offer discounts, except to distributors as discussed below. We have certain arrangements with distributors under which the distributors purchase our products and then resell them in geographic markets where we do not have a sales presence. Those arrangements provide for a discount on the invoice; when the distributor resells our units at our normal sales price, the discount serves to compensate the distributor for their efforts. We record these sales net of the discounts.

Allocate the transaction price — We do not have multiple performance obligations to complete when we fulfill a purchase order, as such, the transaction price is allocated fully to the units being sold.

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 certain 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.

(m)Research and Development

Research and development (“R&D”) costs include our engineering, regulatory, pre-clinical and clinical activities. R&D costs are expensed as incurred and included milestone payments of $1,000 to Dynavax for SD-101 in each of the years ended December 31, 2022 and 2021, respectively. See Note 9 for further discussion of Dynavax.

We are required to estimate our expenses resulting from our obligations under agreements with vendors, consultants, and contract research organizations, in connection with conducting R&D activities. The financial terms of these contracts are subject to negotiations, which vary from agreement to agreement and may result in payment flows that do not match the periods over which goods or services are provided. We reflect R&D expenses in our consolidated financial statements by matching those expenses with the period in which services and efforts are expended. We account for these expenses according to the progress of the agreements, along with preparation of financial models, taking into account discussions with research and other key personnel as to the progress of studies or other services being performed. To date, we have had no material differences between our estimates of such expenses and the amounts actually incurred. Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed.

(n)Advertising

Advertising expense, which is included in sales and marketing costs, is expensed as incurred, and expense for the years ended December 31, 2022 and 2021, was $2,201 and $1,400, respectively.

(o)Income Taxes

We account for income taxes pursuant to ASC Topic 740, Income Taxes, which requires the use of the asset-and-liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded to the extent it is more likely than not that a deferred tax asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

The Company recognizes the effect of income tax positions when it is more likely than not, based on technical merits, that the position will be sustained upon examination. Through 2022, management determined that no uncertain tax positions have been taken or are expected to be taken that could have a material effect on the Company’s income tax liabilities.

(p)Warrant and Tranche Rights and Obligation 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 balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock.

The B-2 Preferred Stock Financing (as described in Note 12) 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 are 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 12 for further discussion.

(q)Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC Topic 842”), which supersedes FASB ASC Topic 840, Leases, and makes other conforming amendments to U.S. GAAP. ASU 2016-02 requires, among other changes to the lease accounting guidance, lessees to recognize most leases on the balance sheet via a right of use asset and lease liability, and additional qualitative and quantitative disclosures. ASU 2016-02 was effective for us, as a private company, for fiscal years beginning after December 15, 2021, permits early adoption, and mandates a modified retrospective transition method. We adopted this guidance as of January 1, 2022. The adoption resulted in an increase in assets of $1,512 (net of $320 of accrued rent and unamortized tenant improvement allowances), current liabilities of $236, and long-term liabilities of $1,596.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions to the general principles in ASC Topic 740 and clarifies the existing guidance to improve consistent application. ASU 2019-12 was effective for us, as a private company, beginning on January 1, 2022, with early adoption permitted. The transition method (retrospective, modified retrospective, or prospective basis) for adopting the guidance depends on the specific facts and circumstances addressed in the guidance. We adopted this guidance with no material impact on our consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Specifically, the ASU “simplifies accounting for convertible instruments by removing major separation models required under current GAAP, including the concept of beneficial conversion features.” In addition, the ASU “removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it” and “simplifies the diluted earnings per share (EPS) calculation in certain areas.” ASU 2020-06 is effective for private and emerging growth companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted in years beginning after December 15, 2020. ASU 2020-06 permits adoption on a retrospective basis to financial instruments outstanding as of the beginning of the first comparative reporting period presented. We elected to adopt ASU 2020-06 on January 1, 2022, on a retrospective basis. The adoption of ASU 2020-06 did not have a material impact on our consolidated financial statements.

In October 2021, the FASB issued ASU 2021-07, Determining the Current Price of an Underlying Share for Equity-Classified Share-Based Awards, which allows nonpublic entities to use, as a practical expedient, the application of a reasonable valuation method to determine the current price input of equity-classified share-based payment awards issued in exchange for goods or services. The ASU notes that a valuation performed in accordance with specified U.S. Treasury regulations related to internal Revenue Code Section 409A is an example of a reasonable valuation method. The guidance is effective for fiscal years beginning on or after December 15, 2021. We adopted this guidance on January 1, 2022. The adoption did not have a material impact on our consolidated financial statements.

Income Taxes - Provision for federal income tax statutory rate (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory tax rate		21.00%	21.00%
State and local taxes		2.00%	2.50%
Change in valuation allowance		(19.00%)	(20.00%)
Other		1.00%	(0.10%)
Permanent differences		(5.00%)	(3.40%)
Effective income tax rate	0.00%

PUBLIC OFFERING

12 Months Ended

Dec. 31, 2022

MedTech Acquisition Corp

PUBLIC OFFERING

NOTE 3. PUBLIC OFFERING

In connection with the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

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

Business Combinations (Details) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	Oct. 08, 2023 shares	Aug. 10, 2023 USD ($) D $ / shares shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 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
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		347,926	264,977
Options and RSU's outstanding (in shares) \| shares		2,816,224	7,500,732	7,500,732
Warrants outstanding (in shares) \| shares		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	5 years
Warrant liability
Reverse Recapitalization [Line Items]
MTAC warrants			$ 5,421	$ 5,421		$ 369
Minimum
Reverse Recapitalization [Line Items]
Earnout period, threshold trading days \| D		20
Maximum
Reverse Recapitalization [Line Items]
Earnout period, threshold consecutive trading days \| D		30
Tranche One
Reverse Recapitalization [Line Items]
Earnout shares vesting percentage		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		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		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		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	3,125,000

Financial Instruments

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Financial Instruments

(3)Financial Instruments

Our financial instruments consist of cash, accounts receivable, trade accounts payable, tranche and warrant liabilities to purchase preferred stock, long-term debt and convertible notes. The carrying values of these financial instruments (other than tranche liabilities and warrant liabilities, which are held at fair value) approximate fair value for the years ended December 31, 2022 and 2021. 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 financial instruments, including tranche liabilities and warrant liabilities, are measured at fair value on a recurring basis, including immediately prior to exercise. The carrying amount of outstanding warrant liabilities was $16,188 and $391 at

December 31, 2022 and 2021, respectively, and the carrying amount of outstanding tranche liabilities was $4,702 and $0 at December 31, 2022 and 2021, respectively. These carrying values approximate fair value based on unobservable inputs, or Level 3 inputs, using assumptions made by us, including the fair value of the underlying preferred stock, volatility, discount rate, and expected term. The put option liability was retired in March 2021 in conjunction with the conversion of all convertible notes to Series B preferred stock; see note 11 for further discussion. There were no transfers between levels for the years ended December 31, 2022 and 2021.

In October 2022, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock (see Note 12). This also included rights and obligations exercisable for additional Series B-2 preferred stock and Series B-3 warrants through a second and third tranche. 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). At issuance, the warrants issued to purchase Series B-3 preferred stock had a fair value of $11,966 (remeasured to $15,819 at December 31, 2022), the tranche rights and obligations associated with the second tranche had a fair value of $3,109 (remeasured to $2,250 at December 31, 2022), and the tranche rights and obligations associated with the third tranche had a fair value of $3,238 (remeasured to $2,452 at December 31, 2022), all of which have been classified as liabilities. The fair value is determined based on unobservable inputs, or Level 3 inputs, using assumptions made by us, including the probabilities assigned to both a status quo scenario and the potential closing of the Business Combination (see Note 16), the value of the Series B-3 warrants upon closing of the Business Combination, the fair value of the Company and resulting fair value of the underlying preferred stock, volatility, and expected term; see note 12 for further discussion. These assumptions require significant judgment on the part of management and actual outcomes may materially differ from those estimated by management.

The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities for the years ended December 31, 2022 and 2021:


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		December 31,
Liabilities	2020		(Gains) Losses		(Settlements)			Level 3		2021
Warrant liability	$	3,399	$	379	$	(3,387)	⁽¹⁾	$	—	$	391
Put option liability	$	5,140	$	70	$	(5,210)		$	—	$	—


	Fair Value at		Change in				Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances		In (Out) of		December 31,
Liabilities	2021		(Gains) Losses		(Settlements)		Level 3		2022
Warrant liability	$	391	$	(22)	$	—	$	—	$	369
Series B-2 tranche liabilities	$	—	$	(1,645)	$	6,347	$	—	$	4,702
Series B-3 warrant liabilities	$	—	$	3,853	$	11,966	$	—	$	15,819

(1)This amount includes settlements of $3,397, reduced by issuances of $10.

Net Loss per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	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


	December 31,
	2022	2021
Preferred stock	12,330,395	11,376,970
Preferred stock warrants	2,878,519	46,111
Common stock warrants	—	1,446
Options to purchase common stock	1,671,076	1,307,079
	16,879,990	12,731,606

Accrued Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Liabilities

(7)

Accrued Liabilities

Accrued Liabilities consists of the following:


	September 30,		December 31,
	2023		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

(7)Accrued Liabilities

Accrued liabilities consists of the following:


	December 31,
	2022		2021
Accrued liabilities	$	2,905	$	2,910
Accrued incentives		2,896		1,562
Accrued vacation		329		271
Accrued payroll		247		226
	$	6,377	$	4,969

Accounting Policies (Details) $ in Thousands			9 Months Ended
Accounting Policies (Details) $ in Thousands	Oct. 08, 2023 shares	Aug. 10, 2023 shares	Sep. 30, 2023 USD ($) segment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Percentage of then-outstanding preferred stock on an as-converted to common stock basis			99.2
Derivative instrument, contingent consideration, liability, earnout period	5 years	5 years
Number of operating segments			1
Number of reportable segments			1
Derivative Instrument, Contingent Earnout Liability [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares unvested (in shares) \| shares	3,125,000	3,125,000
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

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

STOCKHOLDERS' DEFICIT

Stockholders' Equity

(13)Stockholders’ Equity

(a)Common Stock

As of December 31, 2022 and 2021, the Company’s authorized shares of common stock were 30,898,162 and 15,696,266, respectively. As of December 31, 2022, the Company had reserved the following shares of common stock for future issuance in connection with the conversion of shares of Preferred Stock, at the applicable conversion rates (see Note 12) and upon the exercise of certain options and warrants:


Preferred stock:
Series A‑1		152,188
Series A‑2		675,638
Series A‑3		712,198
Series A‑4		148,834
Series A‑5		868,487
Series A‑6		953,163
Series B		8,059,581
Series B‑1		1,936,284
Series B‑2		706,243
		14,212,616
Warrants:
Warrants to purchase Series A‑5 preferred stock		5,010
Warrants to purchase Series A‑6 preferred stock		6,179
Warrants to purchase Series B preferred stock		42,354
Warrants to purchase Series B‑3 preferred stock		2,824,974
		2,878,517
Stock options:
Stock options outstanding		1,671,075
Stock options available for future grant		432,413
		2,103,488
		19,194,621

(b)Stock Options

Under the 2009 Equity Incentive Plan As Amended (the “Plan”), the Company’s board of directors may grant incentive stock options and/or nonstatutory stock options to employees, directors, and consultants of the Company and its affiliates within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. As of December 31, 2022 and 2021, there were in total 1,671,075 and 1,307,079, respectively, stock options issued and outstanding. The Plan was originally set to expire on July 28, 2019, the ten-year anniversary of its establishment, however, the ten-year life automatically renews each time the plan is amended to

increase the authorized shares. The most recent amendment was on September 15, 2022, so the revised expiration date of the Plan is September 15, 2032.

Incentive stock options may be granted only to employees. Nonstatutory stock options may be granted to employees and nonemployees. On March 2, 2021, in conjunction with the Series B financing, our board of directors authorized an increase in the number of shares under the Plan to 1,235,926. On September 23, 2021, our board of directors authorized an increase in the number of shares under the Plan to 1,606,704, and, on December 20, 2021, to 1,804,452. On July 13, 2022, our board of directors authorized an increase in the number of shares under the Plan to 2,101,075 and, on September 15, 2022, to 2,348,260. At December 31, 2022, options to purchase 432,413 shares of common stock were available for grant.

The plan is administered by our chief executive officer and chief financial officer, who act on the recommendation of managers of the Company to select the individuals to whom the awards will be granted and to determine the amount and vesting period for the grants. All grants are subject to approval by the board of directors.

Stock options are granted with an exercise price equal to the estimated fair value of the stock at the date of grant. The fair value is determined by a third-party valuation performed in accordance with IRS Section 409A. Options generally have a ten-year contractual term and typically have graded vesting over one to four years.

The following tables summarize activity for options issued to employees, consultants, and directors:


				Weighted
		Weighted		average
		average		remaining
	Number of	exercise		contractual
	shares	price		life
Options outstanding at January 1, 2021	735,803	$	1.22	8.2
Granted	700,170		1.62	—
Exercised	(71,647)		0.81	—
Forfeiture	(57,246)		2.43	—
Options outstanding at December 31, 2021	1,307,080		1.22	8.4
Granted	550,049		2.43	—
Exercised	(82,879)		0.81	—
Forfeiture	(103,174)		1.22	—
Options outstanding at December 31, 2022	1,671,076		1.62	8.2

We granted 177,973 and 55,305 options to members of the Board of Directors and other non-employees during the years ended December 31, 2022 and 2021, respectively.

The following table summarizes certain information about all options outstanding as of December 31, 2022.


	Options outstanding		Options Exercisable
		Weighted
	Number	average	Number
	outstanding at	remaining	exercisable at
	December 31,	contractual	December 31,
Exercise Price	2022	life	2022
$0.41	540,863	8.00	380,641
$1.22	211,405	5.20	211,134
$1.62	4,100	1.10	4,100
$2.03	7,415	4.60	7,415
$2.43	900,291	9.20	203,651
$2.84	1,413	2.80	1,413
$3.65 – $18.61	5,589	3.32	5,589
	1,671,076		813,943

The grant date per share fair value of options was determined using the Black-Scholes-Merton option valuation model, and was computed to be approximately $0.81 and $0.41 for grants in the years ended December 31, 2022 and 2021, respectively, using the following assumptions:


	2022		2021
Valuation assumptions:
Expected dividend yield	—	%	—	%
Expected volatility	32	%	32	%
Expected term (years)⁽¹⁾	5.6 – 6.2		5.0 – 6.1
Risk-free interest rate	2.76	%	1.14	%

(1)

Our historical exercise behavior for previous grants does not provide a reasonable estimate for future exercise activity for employees who have been awarded stock options in the past three years. Therefore, the average expected term was calculated using the simplified method, as defined by GAAP, for estimating the expected term.

Recognized compensation expense for employees and nonemployees in 2022 and 2021 was $368 and $109, respectively, which was predominately included in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2022 and 2021, there was $433 and $24, respectively, of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the equity incentive plan. The December 31, 2022, balance will be recognized over a weighted average period of 2.9 years.

Convertible Preferred Stock, March 2021 Financing (Details) - Series B preferred stock - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2022
Convertible Preferred Stock
Convertible preferred stock, original issue prices		$ 12.140
March 2021 Financing
Convertible Preferred Stock
Proceeds, net of issuance costs	$ 10,907
Number of shares sold	906,346
Convertible preferred stock, original issue prices	$ 12.14
Convertible notes value converted	$ 49,118
Shares issued upon conversion of notes	4,047,069

Long-Lived Assets - Property and Equipment, tabular (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Property and equipment, net
Property and equipment, gross		$ 4,656	$ 3,946
Less accumulated depreciation		(2,425)	(2,149)
Property and equipment, net	$ 1,897	2,231	1,797
Minimum
Property and equipment, net
Useful Life (Years)	2 years
Maximum
Property and equipment, net
Useful Life (Years)	7 years
Machinery and equipment
Property and equipment, net
Property and equipment, gross		$ 2,795	2,031
Machinery and equipment \| Minimum
Property and equipment, net
Useful Life (Years)		5 years
Machinery and equipment \| Maximum
Property and equipment, net
Useful Life (Years)		7 years
Computers and software
Property and equipment, net
Useful Life (Years)		2 years
Property and equipment, gross		$ 602	672
Furniture
Property and equipment, net
Useful Life (Years)		5 years
Property and equipment, gross		$ 475	448
Leasehold improvements
Property and equipment, net
Useful Life (Years)		5 years
Property and equipment, gross		$ 772	783
Other property
Property and equipment, net
Useful Life (Years)		7 years
Property and equipment, gross		$ 12	$ 12

Debt (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Debt

Schedule of warrant liabilities that are carried at fair value, the initial fair values recorded as debt discount at the time of issuance and amortized as additional interest expense

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


	September 30,	December 31,
	2023	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:


	September 30,	December 31,
Series	2023	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.


	Balance at			Retirements /	Balance at
Series	December 31, 2022	Exercises	Issuances	Conversions	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)	—


Issue Date	Equity Class	Quantity	Exercise Price		Initial Fair Value
08‑26‑2015	Series A‑5 Preferred Stock	3,370	$	17.81	$	54
10‑27‑2016	Series A‑5 Preferred Stock	842	$	17.81	$	10
06‑30‑2017	Series A‑6 Preferred Stock	4,449	$	20.23	$	102
11‑20‑2018	Series A‑6 Preferred Stock	741	$	20.23	$	12

Leases

12 Months Ended

Dec. 31, 2022

Leases

Leases

(15)Leases

We have four property leases in effect as of December 31, 2022, which we account for as operating leases:

●

A lease for our principal administrative and production facility at West 91st Avenue, Westminster, Colorado, which expires in December 2026. This lease includes two options to extend the lease by five years each at the end of the current term.

●

A lease for office space at 2275 Half Day Road, Bannockburn, Illinois, which expires in November 2024. This lease includes an option to extend the lease by three years at the end of the current term.

●

A lease for office space at 1000 Chapel View Blvd, Cranston, Rhode Island, which expires in October 2024. This lease includes an option to extend the lease by two years at the end of the current term.

●

A lease for laboratory and research space at 1 Hoppin Street, Providence, Rhode Island, which expires on February 1, 2024.

We also have four finance leases, three for copier equipment in our Westminster, Bannockburn and Cranston facilities, and one for laboratory equipment in our research space in Providence.

The components of right-of-use assets, short-term lease liabilities and long-term lease liabilities at December 31, 2022, is as follows:


	Operating		Finance
	Leases		Leases
Right-of-use assets	$	1,381	$	349	⁽¹⁾
Short-term lease liabilities	$	300	$	70
Long-term lease liabilities	$	1,429	$	164

(1)Net of accumulated depreciation, included in fixed assets

The components of lease expense for the year ended December 31, 2022, were as follows:


Operating lease expense	$	443
Finance lease expense:
Amortization of ROU assets		16
Interest on lease liabilities		4
Total finance lease expense		20
Total lease expense	$	463

Maturities of lease liabilities under noncancellable leases as of December 31, 2022, are as follows:


	Operating		Finance
	Leases		Leases
2023	$	429	$	87
2024		378		87
2025		205		77
2026		213		9
2027		219		7
Thereafter		884		—
Total undiscounted lease payments		2,328		267
Less imputed interest		(600)		(33)
Total lease liabilities	$	1,728	$	234

In October 2022, we recorded $38 in fixed assets for a finance lease for a copier in our Westminster facility, and $6 and $32 in current liabilities and long-term liabilities, respectively, for the related lease liabilities.

In December 2022, we recorded $310 in fixed assets for a finance lease for analytical equipment in our laboratory facility in Providence, and $178 and $132 in current liabilities and long-term liabilities, respectively, for the related lease liabilities.

As of December 31, 2022, the weighted average life of our operating and finance leases is eight and three years, respectively. The weighted average discount rate for both operating and finance leases is 8.1%, which is based on interest rates we paid for our most recent term loan and convertible notes.

Total lease expense for the years ended December 31, 2021, was $385.

We record rent expense on a straight-line basis — the terms of all leases provide for increases in rental payments over time.

Future minimum lease payments for each of the five years ending December 31, 2021, were as follows:


2022	$	188
2023		194
2024		199
2025		205
2026		213
Thereafter		1,102
	$	2,101

Convertible Preferred Stock, Fall 2021 Financing (Details) - Series B-1 preferred stock - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		12 Months Ended
	Dec. 31, 2021	Aug. 31, 2021	Dec. 31, 2022
Convertible Preferred Stock
Convertible preferred stock, original issue prices			$ 14.160
Fall 2021 Financing
Convertible Preferred Stock
Proceeds, net of issuance costs	$ 20,000	$ 20,000
Number of shares sold	1,412,487	1,412,487
Convertible preferred stock, original issue prices	$ 14.16	$ 14.16

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued liabilities	$ 3,404	$ 2,905	$ 2,910
Accrued bonus	2,706	2,896
Accrued vacation	475	329	271
Accrued payroll	15	247
Total accrued liabilities	$ 6,600	$ 6,377	$ 4,969

FAIR VALUE MEASUREMENTS - Changes in the level 3 fair value of warrant liabilities (Details) - MedTech Acquisition Corp - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income	Change in fair value of warrant liabilities	Change in fair value of warrant liabilities
Transfers in or out of Level 3	$ 0
Level 3
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Change in fair value		$ 4,333,333
Level 3 \| Warrants Liabilities
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Beginning balance	2,565,333	14,642,666
Change in fair value	(2,170,666)	(7,744,000)
Transfer to level 1		(4,333,333)
Ending balance	394,667	2,565,333
Level 3 \| Private Placement Warrants
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Beginning balance	2,565,333	5,476,000
Change in fair value	(2,170,666)	(2,910,667)
Ending balance	394,667	2,565,333
Level 3 \| Public Warrants
Fair Value, liabilities measured on recurring basis, unobservable input reconciliation
Beginning balance	$ 0	9,166,666
Change in fair value		(4,833,333)
Transfer to level 1		(4,333,333)
Ending balance		$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Schedule of Class A common stock subject to possible redemption reflected in the balance sheets reconciled

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


	September 30,		August 10,		December 31,
Series	2023		2023		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.


	Balance at				Retirements /		Balance at
Series	December 31, 2022		Issuances		Conversions		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)	$	—


	Balance at				Balance at
Series	December 31, 2021		Issuances		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

Convertible preferred stock, net of issuance costs, at December 31, 2022 and 2021, is as follows:


	December 31,
Series	2022		2021
Series A‑1 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 131,797 shares at December 31, 2022 and 2021	$	6,065	$	6,065
Series A‑2 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 576,126 shares at December 31, 2022 and 2021		8,976		8,976
Series A‑3 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 612,822 shares at December 31, 2022 and 2021		10,611		10,611
Series A‑4 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 127,787 shares at December 31, 2022 and 2021		1,993		1,993
Series A‑5 preferred stock, $0.001 par value per share. Authorized 734,533 shares; issued and outstanding 730,320 shares at December 31, 2022 and 2021		12,858		12,858
Series A‑6 preferred stock, $0.001 par value per share. Authorized 805,848 shares; issued and outstanding 800,657 shares at December 31, 2022 and 2021		15,476		15,476
Series B preferred stock, $0.001 par value per share. Authorized 7,021,678 shares; issued and outstanding 6,984,971 and 6,984,971 shares at December 31, 2022 and 2021, respectively		84,528		84,528
Series B‑1 preferred stock, $0.001 par value per share. Authorized 1,659,672 shares; issued and outstanding 1,659,672 and 1,412,487 shares at December 31, 2022 and 2021, respectively		23,499		20,000
Series B‑2 preferred stock, $0.001 par value per share. Authorized 1,765,609 shares; issued and outstanding 706,243 and 0 shares at December 31, 2022 and 2021, respectively		—		—
Series B‑3 preferred stock, $0.001 par value per share. Authorized 8,474,924 shares; issued and outstanding 0 at shares at December 31, 2022 and 2021		—		—
Total convertible preferred stock	$	164,006	$	160,507

MedTech Acquisition Corp

Schedule of Class A common stock subject to possible redemption reflected in the balance sheets reconciled


Class A common stock subject to possible redemption, January 1, 2021	$	250,000,000
Plus:
Accretion of carrying value to redemption value
Class A common stock subject to possible redemption, December 31, 2021		250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022	$	19,800,030

Schedule of basic and diluted net (loss) income per common stock

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except share and per share amounts):


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	4,369,839	$	1,169,240	$	3,813,826	$	953,457
Denominator:
Basic and diluted weighted average shares outstanding		23,358,326		6,250,000		25,000,000		6,250,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.15	$	0.15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Basis of Presentation

Basis of Presentation

(a)Basis of Presentation

Use of Estimates

(i)Use of Estimates

(g)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 warrant liabilities and tranche liabilities, and the valuation allowance on deferred tax assets.

Cash and Cash Equivalents

(a)Cash, Cash Equivalents and Restricted Cash

(b)Cash and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We invest excess cash primarily in money market funds.

Income Taxes

(o)Income Taxes

Concentration of Credit Risk

(j)Concentrations of Credit Risk and Other Risks and Uncertainties

Derivative Financial Instruments

(g)Warrant and Tranche Liabilities

(h)Contingent Earnout Liability

Recent Accounting Standards

Recent Accounting Pronouncements

We adopted ASU 2016-13 on January 1, 2023. The effect of the adoption had an immaterial impact on our condensed consolidated financial statements.

(q)Recent Accounting Pronouncements

MedTech Acquisition Corp

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

Use of Estimates

Cash and Cash Equivalents

Cash and Investments Held in Trust Account

Class A Common Stock Subject to Possible Redemption

At December 31, 2022 and 2021, the Class A common stock subject to possible redemption reflected in the consolidated balance sheets is reconciled in the following table:


Class A common stock subject to possible redemption, January 1, 2021	$	250,000,000
Plus:
Accretion of carrying value to redemption value
Class A common stock subject to possible redemption, December 31, 2021		250,000,000
Less:
Redemptions of Class A common stock		(232,371,273)
Plus:
Accretion of carrying value to redemption value		2,093,167
Extension Deposit		78,136
Class A common stock subject to possible redemption, December 31, 2022	$	19,800,030

Offering Costs

Warrant Liabilities

Income Taxes

Net (Loss) Income per Share of Common Stock

Net Income per Common Stock

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except share and per share amounts):


	For the Year Ended December 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock
Numerator:
Allocation of net income	$	4,369,839	$	1,169,240	$	3,813,826	$	953,457
Denominator:
Basic and diluted weighted average shares outstanding		23,358,326		6,250,000		25,000,000		6,250,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.15	$	0.15

Concentration of Credit Risk

Fair Value of Financial Instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Cash Flows [Abstract]
Issuance cost	$ 0	$ 242
Balloon payment	$ 254	$ 254

Inventory (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Inventory Disclosure [Abstract]

Summary of components of inventory

The components of inventory are summarized as follows:


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


	2022		2021
Raw materials	$	753	$	646
Finished goods		718		646
Inventory, net	$	1,471	$	1,292

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Aug. 10, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001		$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000		30,898,162	15,696,266
Common stock, shares issued (in shares)	26,316,681		347,926	264,977
Common stock, shares outstanding (in shares)	26,316,681	26,316,681	347,926	264,977

PRIVATE PLACEMENT (Details) - USD ($)	Dec. 22, 2020	Aug. 10, 2023
PRIVATE PLACEMENT
Exercise price of warrants		$ 11.50
MedTech Acquisition Corp \| Private Placement
PRIVATE PLACEMENT
Exercise price of warrants	$ 11.50
MedTech Acquisition Corp \| Private Placement \| Private Placement Warrants
PRIVATE PLACEMENT
Sale of private placement warrants (in shares)	4,933,333
Price of warrants	$ 1.50
Proceeds from sale of private placements warrants	$ 7,400,000
Number of shares issuable per warrant	1

Long-Lived Assets - Property and Equipment, narrative (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Long-Lived Assets
Depreciation expense for property and equipment			$ 276	$ 361
Loss on disposal of fixed assets	$ 60	$ 50	$ 310	$ (4)

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

(a)Basis of Presentation

Cash and Cash Equivalents

(a)Cash, Cash Equivalents and Restricted Cash

(b)Cash and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We invest excess cash primarily in money market funds.

Concentrations of Credit Risk and Other Risks and Uncertainties

(c)Concentrations of Credit Risk and Other Risks and Uncertainties

Accounts Receivable and Customer Concentrations

(d)Accounts Receivable and Customer Concentrations

Leases

(f)Leases

(e)Leases

Inventory

(c)Inventory

(f)Inventory

Use of Estimates

(i)Use of Estimates

(g)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 warrant liabilities and tranche liabilities, and the valuation allowance on deferred tax assets.

Property and Equipment

(d)Property and Equipment

(h)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 two to seven 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

(e)Impairment and Disposal of Long-Lived Assets

(i)Impairment and Disposal of Long-Lived Assets

Share-Based Compensation

(k)Share-Based Compensation

(j)Share-Based Compensation

Segment Reporting

(l)Segment Reporting

(k)Segment Reporting

Revenue Recognition

(m)Revenue Recognition

(a)

(b)

(c)

(d)

(e)

(l)Revenue Recognition

Research and Development

(m)Research and Development

Advertising

(n)Advertising

Advertising expense, which is included in sales and marketing costs, is expensed as incurred, and expense for the years ended December 31, 2022 and 2021, was $2,201 and $1,400, respectively.

Income Taxes

(o)Income Taxes

Warrant and Tranche Rights and Obligation Liabilities

(p)Warrant and Tranche Rights and Obligation 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 balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock.

Recent Accounting Standards

Recent Accounting Pronouncements

We adopted ASU 2016-13 on January 1, 2023. The effect of the adoption had an immaterial impact on our condensed consolidated financial statements.

(q)Recent Accounting Pronouncements

STOCKHOLDERS' DEFICIT - Common Stock (Details)	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock (Details)	Dec. 31, 2022 Vote $ / shares shares	Sep. 30, 2023 $ / shares shares	Aug. 10, 2023 shares	Dec. 31, 2021 $ / shares shares
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	30,898,162	400,000,000		15,696,266
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares issued	347,926	26,316,681		264,977
Common stock, shares outstanding	347,926	26,316,681	26,316,681	264,977
MedTech Acquisition Corp \| Class A Common Stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	100,000,000			100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001
Common stock, votes per share \| Vote	1
Common stock, shares issued	0			0
Common stock, shares outstanding	0			0
MedTech Acquisition Corp \| Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Number of shares subject to redemption	1,953,422			25,000,000
MedTech Acquisition Corp \| Class B Common Stock
STOCKHOLDERS' DEFICIT
Common stock, shares authorized	10,000,000			10,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001
Common stock, votes per share \| Vote	1
Common stock, shares issued	6,250,000			6,250,000
Common stock, shares outstanding	6,250,000			6,250,000
Number of Class A common stock issued upon conversion of each share (in shares)	1
Ratio to be applied to the stock in the conversion	20

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of income tax expenses (benefits) from continuing operations

The income tax expenses (benefits) from continuing operations for the years ended December 31, 2022 and 2021, are summarized as follows:


	2022		2021
Federal:
Current	$	—	$	—
Deferred		—		—
		—		—
State:
Current		9		3
Deferred		—		—
		9		3
Total	$	9	$	3

Schedule of computation of federal statutory tax rates

The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2022 and 2021, due to the following items:


	2022		2021
Statutory rate	21.0	%	21.0	%
State and local taxes	2.0		2.5
Change in valuation allowance	(19.0)		(20.0)
Other	1.0		(0.1)
Permanent differences	(5.0)		(3.4)
	—	%	—	%

Schedule of significant portions of deferred income tax assets and liabilities

The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at December 31, 2022 and 2021, are presented below:


	2022		2021
Deferred tax assets:
NOL carryforwards	$	30,421	$	27,002
Fixed assets and intangibles		2,371		2,306
Accruals		815		108
Inventory		76		229
Other		87		—
Capitalized R&D expenses		4,613		—
Stock-based compensation expense		76		63
Total deferred income tax assets		38,459		29,708
Deferred tax liabilities:
Prepaid expenses		(101)		(78)
Total deferred income tax assets and liabilities		38,358		29,630
Less: valuation allowance		(38,358)		(29,630)
Net deferred income tax assets and liabilities	$	—	$	—

Summary of net operating loss carryforwards


	December 31, 2022
	Federal		State
NOLs expiring between 2029 and 2037	$	43,912	$	67,380
NOLs which do not expire		82,009		18,398
Total NOLs	$	125,921	$	85,778

Inventory (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Inventory Disclosure [Abstract]

Summary of Components of Inventory

The components of inventory are summarized as follows:


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


	2022		2021
Raw materials	$	753	$	646
Finished goods		718		646
Inventory, net	$	1,471	$	1,292

INCOME TAX - Deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforward	$ 30,421,000	$ 27,002,000
Total deferred tax assets	38,459,000	29,708,000
Deferred tax assets, net of allowance	(38,358,000)	(29,630,000)
MedTech Acquisition Corp
Deferred tax assets
Net operating loss carryforward	0	40,819
Organizational costs/start-up expenses	1,160,666	606,383
Total deferred tax assets	1,160,666	647,202
Valuation allowance	(1,160,666)	(647,202)
Deferred tax assets, net of allowance	$ 0	$ 0

Debt

12 Months Ended

Dec. 31, 2022

Debt

Debt

(10)Debt

PPP Loan

In April 2020, we applied for, and received, a loan of $828 under the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) program. Under the terms of the program, the loan was used to fund retention of employees and facility expenses. The program provides for forgiveness of the loan after a period of time if the loan was used for approved expenditures. On April 19, 2021, we received notice that the SBA had forgiven the loan. We recorded the forgiveness as a $828 gain included in other income and expense, net, in 2021 in the accompanying consolidated statements of operations.

Term Loan

The term loan and supplemental term loan matured on November 30, 2021, and were paid in full, with a final payment of $1,348.

In conjunction with the term loan, we issued the following warrants. All the warrants expire 10 years after the issuance date. The warrant liabilities are carried at fair value; the initial fair values listed below were recorded as debt discount at the time of issuance and amortized as additional interest expense.


Issue Date	Equity Class	Quantity	Exercise Price		Initial Fair Value
08‑26‑2015	Series A‑5 Preferred Stock	3,370	$	17.81	$	54
10‑27‑2016	Series A‑5 Preferred Stock	842	$	17.81	$	10
06‑30‑2017	Series A‑6 Preferred Stock	4,449	$	20.23	$	102
11‑20‑2018	Series A‑6 Preferred Stock	741	$	20.23	$	12

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

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(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Financial Instruments (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Fair Value Disclosures [Abstract]

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

Fair Value at

Change in

Net Transfer

Fair Value at

Level 3

December 31,

Unrealized

Issuances

In (Out) of

September 30,

Liabilities

2022

(Gains) Losses

(Settlements)

Level 3

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:

Fair Value at

Change in

Net Transfer

Fair Value at

Level 3

December 31,

Unrealized

Issuances

In (Out) of

September 30,

Liabilities

2021

(Gains) Losses

(Settlements)

Level 3

2022

Warrant liability

391

(19)

—

372


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		September 30,
Liabilities	2022		(Gains) Losses		(Settlements)			Level 3		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


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		December 31,
Liabilities	2020		(Gains) Losses		(Settlements)			Level 3		2021
Warrant liability	$	3,399	$	379	$	(3,387)	⁽¹⁾	$	—	$	391
Put option liability	$	5,140	$	70	$	(5,210)		$	—	$	—


	Fair Value at		Change in				Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances		In (Out) of		December 31,
Liabilities	2021		(Gains) Losses		(Settlements)		Level 3		2022
Warrant liability	$	391	$	(22)	$	—	$	—	$	369
Series B-2 tranche liabilities	$	—	$	(1,645)	$	6,347	$	—	$	4,702
Series B-3 warrant liabilities	$	—	$	3,853	$	11,966	$	—	$	15,819

(1)This amount includes settlements of $3,397, reduced by issuances of $10.

Accrued Liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Payables and Accruals [Abstract]

Schedule of accrued liabilities

Accrued Liabilities consists of the following:


	September 30,		December 31,
	2023		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


	December 31,
	2022		2021
Accrued liabilities	$	2,905	$	2,910
Accrued incentives		2,896		1,562
Accrued vacation		329		271
Accrued payroll		247		226
	$	6,377	$	4,969

INCOME TAX - Reconciliation of the federal income tax (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Effective income tax rate reconciliation, percent
Statutory federal income tax rate		21.00%	21.00%
State taxes, net of federal tax benefit		2.00%	2.50%
Change in valuation allowance		(19.00%)	(20.00%)
Income tax provision	0.00%
MedTech Acquisition Corp
Effective income tax rate reconciliation, percent
Statutory federal income tax rate		21.00%	21.00%
State taxes, net of federal tax benefit		0.00%	0.00%
Change in fair value of warrant liabilities		(20.10%)	(34.10%)
Change in valuation allowance		8.40%	13.10%
Income tax provision		9.34%	0.00%

Merger Agreement with MedTech Acquisition Corporation

12 Months Ended

Dec. 31, 2022

Merger Agreement with MedTech Acquisition Corporation

Merger Agreement with MedTech Acquisition Corporation

(17)Merger Agreement with MedTech Acquisition Corporation

On November 11, 2022, we entered into a Business Combination Agreement with MedTech Acquisition Corporation, a Delaware corporation (“MTAC”), and MTAC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MTAC (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into TriSalus (the “Business Combination”), with TriSalus surviving as a wholly owned subsidiary of MTAC (the “Surviving Corporation”). Following completion of the combination, MTAC will be renamed “TriSalus Life Sciences, Inc.” The aggregate consideration payable to our stockholders is $220,000, payable solely in shares of MTAC common stock.

Immediately prior to the effective time of the Business Combination, each outstanding warrant to purchase Series B-3 preferred stock must be exercised pursuant to the net-exercise provisions of the warrants, and then each issued and outstanding share of TriSalus’ Series A-1, Series A-2, Series A-3, Series A-4, Series A-5, Series A-6, Series B, Series B-1, Series B-2, and Series B-3 preferred stock, par value $0.001 (collectively, the “TriSalus Preferred Stock”) will be converted into shares of TriSalus Common Stock at the then-applicable conversion rates. In addition, each remaining outstanding warrant to purchase shares of TriSalus Common Stock or TriSalus Preferred Stock (each, a “TriSalus Warrant”) that is in-the-money and would be exercised or otherwise exchanged in full in accordance with its terms by virtue of the occurrence of the Business Combination, will automatically be exercised for shares of TriSalus Common Stock. TriSalus Warrants that are out-of-the-money will be canceled for no consideration. Upon closing of the Business Combination, all shares of TriSalus Common Stock, including all shares of preferred stock converted as described above, will convert into shares of MTAC common stock at a conversion ratio equal to the $220,000 consideration stipulated in the Business Combination Agreement divided by the total shares of TriSalus Common Stock outstanding.

At the effective time, each outstanding option to purchase shares of TriSalus Common Stock under TriSalus’ equity incentive plans (each, a “TriSalus Option”), whether or not then vested and exercisable, will be assumed and converted into an option to purchase shares of MTAC common stock under similar terms and conditions.

As of December 31, 2022, we have deferred $2,719 of eligible expenses related to the registration and issuance of MTAC common stock in conjunction with the Business Combination. The deferral is recorded in other current assets in the accompanying consolidated balance sheet as of December 31, 2022.

Warrants

9 Months Ended

Sep. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants

(9)

Warrants

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


	September 30,	December 31,
	2023	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:

in whole and not in part;

at a price of $0.01 per Public Warrant;

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

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 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.

Convertible Preferred Stock, Conversion (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Convertible Preferred Stock
Threshold per share price of common stock for automatic conversion of preferred stock \| $ / shares	$ 14.16
Threshold net cash proceeds for automatic conversion of preferred stock	$ 50,000
Threshold proceeds received from the "special purpose acquisition corporation" trust account for automatic conversion of preferred stock	$ 30,000

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2)Summary of Significant Accounting Policies

Basis of Presentation

(a)Cash, Cash Equivalents and Restricted Cash

(b)Accounts Receivable

(c)Inventory

(d)Property and Equipment

(e)Impairment and Disposal of Long-Lived Assets

(f)Leases

(g)Warrant and Tranche Liabilities

(h)Contingent Earnout Liability

(i)Use of Estimates

(j)Concentrations of Credit Risk and Other Risks and Uncertainties

(k)Share-Based Compensation

(l)Segment Reporting

(m)Revenue Recognition

(a)

(b)

(c)

(d)

(e)

Recent Accounting Pronouncements

We adopted ASU 2016-13 on January 1, 2023. The effect of the adoption had an immaterial impact on our condensed consolidated financial statements.

(2)Summary of Significant Accounting Policies

(a)Basis of Presentation

(b)Cash and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We invest excess cash primarily in money market funds.

(c)Concentrations of Credit Risk and Other Risks and Uncertainties

(d)Accounts Receivable and Customer Concentrations

(e)Leases

(f)Inventory

(g)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 warrant liabilities and tranche liabilities, and the valuation allowance on deferred tax assets.

(h)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 two to seven years. Leasehold improvements are amortized on a straight-line basis over the lesser of estimated useful lives or the lease term.

(i)Impairment and Disposal of Long-Lived Assets

(j)Share-Based Compensation

(k)Segment Reporting

(l)Revenue Recognition

(m)Research and Development

(n)Advertising

Advertising expense, which is included in sales and marketing costs, is expensed as incurred, and expense for the years ended December 31, 2022 and 2021, was $2,201 and $1,400, respectively.

(o)Income Taxes

(p)Warrant and Tranche Rights and Obligation 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 balance sheets at their estimated fair values. Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the consolidated statements of operations. We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock.

(q)Recent Accounting Pronouncements

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - MedTech Acquisition Corp		12 Months Ended
	Dec. 22, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) item $ / shares	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item		1
Purchase price, per unit \| $ / shares		$ 10.00
Transaction costs	$ 14,161,525
Underwriting fees	5,000,000
Deferred underwriting fee payable	8,750,000	$ 8,750,000	$ 8,750,000
Other offering costs	$ 411,525
Condition for future business combination use of proceeds percentage		80
Condition for future business combination threshold percentage ownership		50
Condition for future business combination threshold net tangible assets		$ 5,000,001
Redemption period upon closure		10 days
Redemption limit percentage without prior consent		15
Obligation to redeem public shares if entity does not complete a business combination (as a percent)		100.00%
Maximum allowed dissolution expenses		$ 100,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares	25,000,000
Purchase price, per unit \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 250,000,000
Payments for investment of cash in trust account	$ 250,000,000
Private Placement \| Private Placement Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of private placement warrants (in shares) \| shares	4,933,333
Price of warrant \| $ / shares	$ 1.50
Proceeds from sale of private placements warrants	$ 7,400,000
Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares	3,000,000
Purchase price, per unit \| $ / shares	$ 10.00

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	MedTech Acquisition Corp Class B Common Stock Common stock	MedTech Acquisition Corp Additional Paid-in Capital	MedTech Acquisition Corp Accumulated Deficit	MedTech Acquisition Corp	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020	$ 625		$ (21,485,011)	$ (21,484,386)
Balance at the beginning (in shares) at Dec. 31, 2020	6,250,000
Increase (Decrease) in Stockholders' Equity
Net loss available to common stockholders			4,767,283	4,767,283	$ (28,845,000)	$ (28,845,000)
Balance at the ending at Dec. 31, 2021	$ 625		(16,717,728)	(16,717,103)
Balance at the ending (in shares) at Dec. 31, 2021	6,250,000
Increase (Decrease) in Stockholders' Equity
Investment pursuant to business combination agreement		$ 82,741		82,741
Accretion of shares of Class A common stock to redemption amount		$ (82,741)	(2,088,562)	(2,171,303)
Net loss available to common stockholders			5,539,079	5,539,079	$ (47,187,000)	$ (47,187,000)
Balance at the ending at Dec. 31, 2022	$ 625		$ (13,267,211)	$ (13,266,586)
Balance at the ending (in shares) at Dec. 31, 2022	6,250,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Net Loss per Share - Schedule of Antidilutive Securities (Details) - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
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	16,879,990	12,731,606
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	12,330,395	11,376,970
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)		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
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
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	1,671,076	1,307,079

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

(a)Basis of Presentation

Cash, Cash Equivalents and Restricted Cash

(a)Cash, Cash Equivalents and Restricted Cash

(b)Cash and Cash Equivalents

We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. We invest excess cash primarily in money market funds.

Accounts Receivable

(b)Accounts Receivable

Inventory

(c)Inventory

(f)Inventory

Property and Equipment

(d)Property and Equipment

(h)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 two to seven 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

(e)Impairment and Disposal of Long-Lived Assets

(i)Impairment and Disposal of Long-Lived Assets

Leases

(f)Leases

(e)Leases

Warrant and Tranche Liabilities / Contingent Earnout Liability

(g)Warrant and Tranche Liabilities

(h)Contingent Earnout Liability

Use of Estimates

(i)Use of Estimates

(g)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 warrant liabilities and tranche liabilities, and the valuation allowance on deferred tax assets.

Concentration of Credit Risk and Other Risks and Uncertainties

(j)Concentrations of Credit Risk and Other Risks and Uncertainties

Share-Based Compensation

(k)Share-Based Compensation

(j)Share-Based Compensation

Segment Reporting

(l)Segment Reporting

(k)Segment Reporting

Revenue Recognition

(m)Revenue Recognition

(a)

(b)

(c)

(d)

(e)

(l)Revenue Recognition

Recent Accounting Pronouncements

Recent Accounting Pronouncements

We adopted ASU 2016-13 on January 1, 2023. The effect of the adoption had an immaterial impact on our condensed consolidated financial statements.

(q)Recent Accounting Pronouncements

Leases - Components of lease expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease expense	$ 443
Finance lease expense:
Amortization of ROU assets	16
Interest on lease liabilities	4
Total finance lease expense	20
Total lease expense	$ 463	$ 385

STOCKHOLDERS' DEFICIT - Preferred Stock (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Preferred stock, shares authorized	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares issued	4,015,002
Preferred stock, shares outstanding	4,015,002
MedTech Acquisition Corp
Class of Stock [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0

- 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

+ Details

Nature of Business (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended		168 Months Ended
Nature of Business (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Nature of Business
Proceeds from issuance of preferred stock	$ 9,189	$ 3,499	$ 13,499	$ 51,900	$ 113,796
Proceeds from issuance of common stock					458
Proceeds from issuance of convertible notes and warrants				45	57,466
Cumulative net losses					186,358
Proceeds from issuance of exercise of stock option	94	$ 73	94
Cash, cash equivalents and restricted cash			9,664		9,664
Accumulated deficit	$ 212,867		$ 186,358	$ 136,342	$ 186,358

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2023
Document and Entity Information
Document Type	S-1
Entity Registrant Name	TRISALUS LIFE SCIENCES, INC.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001826667
Amendment Flag	false

Cash, cash equivalents and restricted cash (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Cash, cash equivalents and restricted cash

Summary of 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,		December 31,
	2023		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


	December 31,		December 31,
	2022		2021
Cash and cash equivalents	$	9,414	$	30,301
Restricted cash (included in Other assets)		250		—
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	9,664	$	30,301

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (47,187)	$ (28,845)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	398	464
Gain on PPP loan forgiveness		(828)
Loss on conversion of convertible notes		3,416
Loss on equity issuance	8,312
Change in fair value of tranche and warrant liabilities	2,186	379
Discount amortization and amortization of deferred financing costs		1,743
Share-based compensation expense	368	109
Gain (loss) on disposal of fixed assets	310	(4)
Milestone payment to Dynavax	1,000	1,000
Changes in operating assets and liabilities:
Accounts receivable	(200)	(741)
Inventory	(179)	(725)
Prepaid expenses	(2,592)	(1,840)
Operating lease right-of-use assets	112
Operating lease liabilities	(87)
Accounts payable and accrued expenses	5,246	3,175
Net cash used in operating activities	(32,313)	(22,697)
Cash flows from investing activities:
Purchases of property and equipment	(655)	(1,097)
Milestone payment to Dynavax	(1,000)	(1,000)
Cash paid for intellectual property and licenses	(131)	(161)
Net cash used in investing activities	(1,786)	(2,258)
Cash flows from financing activities:
Proceeds from issuance of preferred stock	13,499	51,900
Proceeds from exercise of Series B preferred stock warrants		117
Payments on finance lease liabilities	(131)
Repayments on term loan (including $254 balloon payment)		(1,348)
Net proceeds from issuance of convertible notes		45
Cash proceeds from the exercise of stock options and warrants for common stock	94	54
Net cash provided by financing activities	13,462	50,768
Increase (decrease) in cash, cash equivalents and restricted cash	(20,637)	25,813
Cash, cash equivalents and restricted cash, beginning of period	30,301	4,488
Cash, cash equivalents and restricted cash, end of period	9,664	30,301
Cash paid during the year for:
Interest		18
Income taxes	9	3
Supplemental disclosure of noncash items:
Value of warrants issued with convertible notes		10
Transfer of warrant liability to preferred stock upon exercise of warrants		3,397
Fixed asset purchases included in trade payables and accrued expenses	$ 12
Put option liability transferred to Additional paid-In capital		5,210
Carrying value of convertible notes and accumulated interest transferred to preferred stock		$ 49,118

Preferred Stock (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Equity [Abstract]

Schedule of Convertible Preferred Stock

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


	September 30,		August 10,		December 31,
Series	2023		2023		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.


	Balance at				Retirements /		Balance at
Series	December 31, 2022		Issuances		Conversions		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)	$	—


	Balance at				Balance at
Series	December 31, 2021		Issuances		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

Convertible preferred stock, net of issuance costs, at December 31, 2022 and 2021, is as follows:


	December 31,
Series	2022		2021
Series A‑1 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 131,797 shares at December 31, 2022 and 2021	$	6,065	$	6,065
Series A‑2 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 576,126 shares at December 31, 2022 and 2021		8,976		8,976
Series A‑3 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 612,822 shares at December 31, 2022 and 2021		10,611		10,611
Series A‑4 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 127,787 shares at December 31, 2022 and 2021		1,993		1,993
Series A‑5 preferred stock, $0.001 par value per share. Authorized 734,533 shares; issued and outstanding 730,320 shares at December 31, 2022 and 2021		12,858		12,858
Series A‑6 preferred stock, $0.001 par value per share. Authorized 805,848 shares; issued and outstanding 800,657 shares at December 31, 2022 and 2021		15,476		15,476
Series B preferred stock, $0.001 par value per share. Authorized 7,021,678 shares; issued and outstanding 6,984,971 and 6,984,971 shares at December 31, 2022 and 2021, respectively		84,528		84,528
Series B‑1 preferred stock, $0.001 par value per share. Authorized 1,659,672 shares; issued and outstanding 1,659,672 and 1,412,487 shares at December 31, 2022 and 2021, respectively		23,499		20,000
Series B‑2 preferred stock, $0.001 par value per share. Authorized 1,765,609 shares; issued and outstanding 706,243 and 0 shares at December 31, 2022 and 2021, respectively		—		—
Series B‑3 preferred stock, $0.001 par value per share. Authorized 8,474,924 shares; issued and outstanding 0 at shares at December 31, 2022 and 2021		—		—
Total convertible preferred stock	$	164,006	$	160,507

Schedule of Warrants Outstanding

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


	September 30,	December 31,
	2023	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:


	September 30,	December 31,
Series	2023	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.


	Balance at			Retirements /	Balance at
Series	December 31, 2022	Exercises	Issuances	Conversions	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)	—


Issue Date	Equity Class	Quantity	Exercise Price		Initial Fair Value
08‑26‑2015	Series A‑5 Preferred Stock	3,370	$	17.81	$	54
10‑27‑2016	Series A‑5 Preferred Stock	842	$	17.81	$	10
06‑30‑2017	Series A‑6 Preferred Stock	4,449	$	20.23	$	102
11‑20‑2018	Series A‑6 Preferred Stock	741	$	20.23	$	12

Fair Value Measurement Inputs and Valuation Techniques

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2022

Convertible Preferred Stock

Convertible Preferred Stock

(12)Convertible Preferred Stock

Since inception, we have issued various series of preferred stock as more fully described below. Prior to March 2021, the preferred stock was redeemable at any time after February 21, 2022, upon the affirmative vote of two thirds of the then outstanding shares of preferred stock. In March 2021, the redemption feature was eliminated, however, the in-substance redemption feature described below is still in place. Upon an acquisition of the Company, the proceeds will be used to first pay the liquidation preferences on the preferred stock, as defined below, 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 of directors 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 — is deemed to be outside of our control. As a result, our convertible preferred stock has been classified as temporary equity in the accompanying 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 are currently not redeemable and we believe it is not probable that the instruments will become redeemable at this point in time. Adjustments to increase the carrying values of the respective liquidation preferences will be made if and when it becomes probable that an event would occur obligating us to pay such amounts.

Convertible preferred stock, net of issuance costs, at December 31, 2022 and 2021, is as follows:


	December 31,
Series	2022		2021
Series A‑1 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 131,797 shares at December 31, 2022 and 2021	$	6,065	$	6,065
Series A‑2 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 576,126 shares at December 31, 2022 and 2021		8,976		8,976
Series A‑3 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 612,822 shares at December 31, 2022 and 2021		10,611		10,611
Series A‑4 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 127,787 shares at December 31, 2022 and 2021		1,993		1,993
Series A‑5 preferred stock, $0.001 par value per share. Authorized 734,533 shares; issued and outstanding 730,320 shares at December 31, 2022 and 2021		12,858		12,858
Series A‑6 preferred stock, $0.001 par value per share. Authorized 805,848 shares; issued and outstanding 800,657 shares at December 31, 2022 and 2021		15,476		15,476
Series B preferred stock, $0.001 par value per share. Authorized 7,021,678 shares; issued and outstanding 6,984,971 and 6,984,971 shares at December 31, 2022 and 2021, respectively		84,528		84,528
Series B‑1 preferred stock, $0.001 par value per share. Authorized 1,659,672 shares; issued and outstanding 1,659,672 and 1,412,487 shares at December 31, 2022 and 2021, respectively		23,499		20,000
Series B‑2 preferred stock, $0.001 par value per share. Authorized 1,765,609 shares; issued and outstanding 706,243 and 0 shares at December 31, 2022 and 2021, respectively		—		—
Series B‑3 preferred stock, $0.001 par value per share. Authorized 8,474,924 shares; issued and outstanding 0 at shares at December 31, 2022 and 2021		—		—
Total convertible preferred stock	$	164,006	$	160,507

The following table summarizes activity in convertible preferred stock for the years ended December 31, 2022 and 2021.


	Balance at				Balance at
Series	January 1, 2021		Issuances		December 31, 2021
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		15,472		4		15,476
Series B		—		84,528		84,528
Series B‑1		—		20,000		20,000
Total convertible preferred stock	$	55,975	$	104,532	$	160,507


	Balance at				Balance at
Series	December 31, 2021		Issuances		December 31, 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
Series B‑2		—		—		—
Total convertible preferred stock	$	160,507	$	3,499	$	164,006

As of December 31, 2022, the Company was authorized to issue up to 21,910,800 shares of preferred stock, with 4,213 shares of Series A-5, 5,190 shares of Series A-6, 36,707 shares of Series B, 1,059,365 shares of Series B-2, and 8,474,924 shares of Series B-3 available for issuance. All other authorized shares have been issued. The original issue prices for the Series A-1, A-2, A-3, A-4, A-5, A-6, B, B-1, B-2 and B-3 preferred stock are $49.520, $15.660, $17.40, $16.030, $17.81, $20.23, $12.14, $14.16, $14.16 and $2.03, respectively. All shares of preferred stock had the following rights as of December 31, 2022:

(i)Conversion

Each share of preferred stock is convertible into common stock at any time at the option of the holder. The conversion rate is equal to the original issue price for each share of preferred stock plus any declared but unpaid dividends divided by the conversion price. The conversion ratio may be adjusted from time to time based upon the occurrence of certain events or circumstances, such as stock splits, dividends, recapitalizations, certain corporate transactions, and certain dilutive issuances, including the issuance of shares of Series B-2 preferred stock and the B-3 Warrants (as defined below). Each share of preferred stock will be automatically convertible into shares of the common stock at the then-prevailing conversion ratio (i) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended in which (a) the per share price of the common stock is not less than $14.16 (adjusted for any stock dividends, combinations, splits, or recapitalizations) and (b) the aggregate net cash proceeds are at least $50,000, (ii) the consummation of a transaction or series of related transactions by merger, consolidation, share exchange or otherwise with a publicly traded “special purpose acquisition corporation” or its subsidiary in which the common stock or share capital of such entity or its successor entity remains listed, in which the aggregate proceeds resulting from such transaction or series of related transactions, including any private placement or other financing transaction and proceeds received from the “special purpose acquisition corporation” trust account are equal to or in excess of $30 million or (iii) upon the consent or vote of the holders of a majority of the outstanding shares of preferred stock (voting together as a single class on an as converted basis).

(ii)Voting Rights

Each holder of shares of preferred stock is entitled to the number of votes on an as-if converted basis to shares of common stock. Certain corporate actions require the approval of a majority of the holders of preferred stock, including but not limited to changes in the authorized shares of preferred stock, authorization of any new class or series of preferred stock, effecting a recapitalization,

increasing the authorized size of the Board of Directors to a number greater than 11, the payment of certain dividends and capital distributions, the sale, liquidation or dissolution of the Company, and certain incurrence of debt.

(iii)Anti-dilution Rights

The conversion price of each series of preferred stock is subject to in the event of any stock dividend, stock split, combination or other similar recapitalization and other adjustments, including adjustment if common stock is issued for less than the Original Issue Price of each series of preferred stock.

(iv)Dividends

Dividends are payable on (i) the Series B-2 and Series B-3 preferred stock in preference to all other series of preferred stock and the common stock and (ii) all such other series of preferred stock in preference to the common stock, in each case, when and if declared by the Board of Directors on a noncumulative, annual basis and are paid to the holders of Series B-2 preferred stock and Series B-3 preferred stock, and all other series of preferred stock, on a pro rata, pari passu basis (based on the series or preferred stock participating) preferred stock in proportion of their individual dividend amounts to the total dividend amount of all preferred holders. The per annum preferred dividend rates for each share of Series A-1, A-2, A-3, A-4, A-5, A-6, B, B-1, B-2, and B-3 preferred stock are $3.97000, $1.26000, $1.4000, $1.29000, $1.4300, $1.62, $0.980, $1.140, $1.140, and $0.170, respectively. To date, the Board of Directors has not declared any dividends on the preferred stock.

(v)Liquidation Preferences

The terms of the 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 of occurring at December 31, 2022. Preferences are payable in the following order of priority and in the following amounts as of December 31, 2022 (plus all declared but unpaid dividends);


					Aggregate
Liquidation					Liquidation
Preference	Series	Shares	Price		Preference
1	Series B‑3 preferred stock	—	$	2.030	$	—
1	Series B‑2 preferred stock	706,243		14.160		10,000
2	Series B‑1 preferred stock	1,659,672		14.160		23,500
2	Series B preferred stock	6,984,971		12.140		84,774
3	Series A‑6 preferred stock	800,657		20.230		16,196
4	Series A‑5 preferred stock	730,320		17.810		13,000
4	Series A‑4 preferred stock	127,787		16.030		2,047
5	Series A‑3 preferred stock	612,822		17.400		10,661
6	Series A‑2 preferred stock	576,126		15.660		9,020
7	Series A‑1 preferred stock	131,797		49.520		6,526
	Total liquidation preference				$	175,724

If the assets of the Company or the consideration received in such Liquidation Event are insufficient to make payment in full to all holders of a particular series of preferred stock, then such assets will be distributed ratably to the holders of such series of 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 preferred and common stockholders — except for stockholders holding Series A-1 or Series A-2 Preferred Stock — pro rata on an as-if converted basis.

March 2021 Financing

In March 2021, we executed a financing round in which we raised $10,907 net of issuance costs, through the sale of 906,346 shares of Series B preferred stock at an original issue price of $12.14 per share. At that time, in accordance with their terms, as amended, all convertible notes, with a value of $49,118 (including accumulated interest) were converted into 4,047,069 shares of Series B preferred stock.

Spring 2021 Financing

In May, June and July 2021, we raised an additional $20,989, net of issuance costs, through the sale of an additional 1,742,003 shares of Series B preferred stock at a price per share of $12.14.

Fall 2021 Financing

In August and December 2021, we raised $20,000, net of issuance costs, through the sale of 1,412,487 shares of Series B-1 preferred stock at a price of $14.16 per share.

Warrant Exercises

In November 2020, we raised $19 through the exercise of warrants to purchase 59,102 shares of Series A-6 preferred stock. Between March and July 2021, we raised an additional $117 through the exercise of warrants to purchase 289,552 shares of Series B preferred stock.

2022 Financing

In May and June 2022, we sold 247,185 shares of Series B-1 preferred stock in a private financing, to existing stockholders, at a price of $14.16 per share, raising approximately $3,499 in net proceeds. This financing was an extension of the Series B-1 financing round begun in the fall of 2021.

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. 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 warrants to purchase Series B-3 preferred stock to immediately convert to common stock and the 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 $42.89 for Series A-1 preferred stock, $13.36 for Series A-2 preferred stock, $14.97 for Series A-3 preferred stock, $13.76 for Series A-4 preferred stock, $14.97 for Series A-5 preferred stock, $17.00 for Series A-6 preferred stock, $10.52 for Series B preferred stock, and $12.14 for Series B-1 preferred stock and (ii) set to $14.16 for Series B-2 preferred stock and $2.03 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 16), 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 non-service provider holders. 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 the Company is 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 the control of the Company, 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 balance sheet at their estimated fair values at each reporting date and immediately prior to settlement with the resulting change in fair value recognized in earnings.

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. 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: the fair value of underlying Series B-2 preferred stock of $14.97 per share, a price for Series B-2 preferred stock of $14.16 per share, the fair value of underlying Series B-3 preferred stock of $3.24 per share, an exercise price for the warrants to purchase Series B-3 preferred stock of $2.03 per share, an expected volatility of 50.0%-65.0%, a risk free interest rate of 4.0%-4.7%, an expected term of 0.2-0.4 years for the Series B-2 Tranche Liability and 5.8-6.0 years for the Series B-3 Warrants and no dividends. The fair value of the underlying shares of Series B-2 preferred stock and warrants to purchase Series B-3 preferred stock 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 $10.93 per share, which is based upon the enterprise value stated in the merger agreement of $220 million allocated to all outstanding shares of preferred stock, warrants to purchase preferred stock, and common stock on an as-if converted basis, discounted at 30% from the expected Business Combination closing date. The Business Combination scenario as of December 31, 2022, assumed the second and third tranches will not be exercised, and thus no value is assigned to the tranche rights and obligations, as the Company would not exercise its right to call the second tranche.

The fair value of the Series B-3 Warrant Liability and the Series B-2 Tranche Liability were estimated at $11,966 and $6,347, respectively, upon completion of the financing. The excess of the liabilities’ fair values compared to the proceeds received in the transaction resulted in a charge to loss on equity issuance in the consolidated statements of operations of $8,312. The warrant liability associated with the Series B-3 Warrants was remeasured to its fair value of $15,819 at December 31, 2022, and the Series B-2 Tranche Liability were remeasured to their fair value of $4,702 at December 31, 2022, resulting in an additional loss recorded as change in fair value of warrant and tranche liabilities of $2,208 in the consolidated statements of operations for the year ended December 31, 2022.

In December 2022, the warrants issued and issuable under the second and third tranches to purchase Series B-3 preferred stock were amended to provide that, in connection with the Business Combination, any portion of the warrants that remain unexercised at the time the Business Combination is consummated will automatically be net settled for shares of TriSalus Common Stock immediately prior to the closing of the Business Combination and exchanged into shares of Combined Company Common Stock at the Effective Time The warrant amendment did not change the liability classification of these warrants and the warrant liabilities will continue to be measured at fair value.

2023 Financing

In January through March 2023, holders of warrants to purchase 2,330,811 shares Series B-3 preferred stock exercised their purchase rights, for proceeds of approximately $4,715.

In February 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 March 2023, we effectuated two 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 approximately 40% of the shares committed in the second tranche, were sold for an aggregate purchase price of $2,939, 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, representing approximately 3% of the shares committed in the second tranche, were sold for an aggregate purchase price of $250. As a result of the foregoing closings of a portion of the second tranche of the B-2 Preferred Stock Financing, 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 $41.27 for Series A-1 preferred stock, $12.95 for Series A-2 preferred stock, $14.16 for Series A-3 preferred stock, $13.36 for Series A-4 preferred stock, $14.16 for Series A-5 preferred stock, $16.19 for Series A-6 preferred stock, $10.12 for Series B preferred stock, and $11.74 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 1.200 to 1 for Series A-1 preferred stock, 1.209 to 1 for Series A-2 preferred stock, 1.229 to 1 for Series A-3 preferred stock, 1.200 to 1 for Series A-4 preferred stock, 1.257 to 1 for Series A-5 preferred stock, 1.250 to 1 for Series A-6 preferred stock, 1.200 to 1 for Series B preferred stock, 1.207 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.

Share-Based Compensation - (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Oct. 08, 2023 shares	Aug. 10, 2023 shares
Statements
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	550,049	700,170
Options, weighted average fair value (in dollars per share) \| $ / shares	$ 2.66	$ 0.81	$ 0.41
2009 Plan
Statements
Options and RSU's outstanding (in shares)	1,915,724
Unrecognized compensation expense, options \| $	$ 250
Unrecognized compensation expense, RSUs \| $	$ 337
2023 Plan
Statements
Options and RSU's outstanding (in shares)	5,585,008			5,585,008
Percentage of fully diluted common stock determined in preceding year	5
Unrecognized compensation expense, options \| $	$ 3,002
Restricted stock units
Statements
RSUs granted (in shares)	184,018
RSU weighted average fair value (in dollars per share) \| $ / shares	$ 2.43
Options to purchase common stock
Statements
Stock options exercise price, percentage of fair value	100

Stockholders' Equity - Valuation assumptions (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Exercise prices of options outstanding and exercisable
Grant date per share fair value of options	$ 2.66	$ 0.81	$ 0.41
Valuation assumptions:
Expected volatility		32.00%	32.00%
Risk-free interest rate		2.76%	1.14%
Minimum
Valuation assumptions:
Expected term (years)		5 years 7 months 6 days	5 years
Maximum
Valuation assumptions:
Expected term (years)		6 years 2 months 12 days	6 years 1 month 6 days

INCOME TAX - Income tax provision (Details) - USD ($)	9 Months Ended		12 Months Ended
INCOME TAX - Income tax provision (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
State and Local
Current			$ 9,000	$ 3,000
Income tax provision	$ 8,000	$ 3,000	9,000	3,000
MedTech Acquisition Corp
Federal
Current			570,854	0
Deferred			(513,464)	(625,111)
State and Local
Change in valuation allowance			513,464	625,111
Income tax provision			570,854
Net operating loss carryover			$ 0	$ 194,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Cash, cash equivalents and restricted cash

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

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,		December 31,
	2023		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.

(4)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:


	December 31,		December 31,
	2022		2021
Cash and cash equivalents	$	9,414	$	30,301
Restricted cash (included in Other assets)		250		—
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	9,664	$	30,301

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

Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			2 Months Ended	3 Months Ended	5 Months Ended	8 Months Ended	9 Months Ended		10 Months Ended	12 Months Ended			168 Months Ended
	Mar. 31, 2021	Jan. 31, 2021	Mar. 31, 2020	Sep. 30, 2018	Sep. 30, 2023	Sep. 30, 2019	Oct. 31, 2020	Sep. 30, 2023	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2022	Aug. 10, 2023	Dec. 31, 2019	Dec. 31, 2018
Debt
Net proceeds from issuance of convertible notes												$ 45		$ 57,466
Exercise price of warrants (in dollars per share)															$ 11.50
Initial value of warrant liability											$ 3,887
Warrants issued												10	$ 3,877
Modification of convertible debt to remove conversion discount											5,210	5,210
Notional amount	$ 44,692
Accumulated interest	4,426				$ 4			$ 13			$ 1	1,761
Loss on conversion of convertible notes	$ 3,416											(3,416)
Put option
Debt
Convertible notes									$ 1,446	$ 1,446			$ 1,446			$ 2,382	$ 794
Additional Paid-in Capital
Debt
Modification of convertible debt to remove conversion discount												$ 5,210
Series A-6 Preferred Stock
Debt
Conversion price											$ 0.25			$ 0.25
Series A-6 Preferred Stock \| Embedded derivative
Debt
Conversion price											$ 0.50			$ 0.50
Series B preferred stock
Debt
Conversion price	$ 0.30
Conversion of shares	4,047,069
Convertible Notes
Debt
Net proceeds from issuance of convertible notes		$ 45		$ 5,000		$ 15,000	$ 9,102			$ 15,545
Interest rate											8.00%	8.00%		8.00%
Conversion price											$ 0.50			$ 0.50
Threshold percentage of price per share paid by the cash purchasers											85.00%
Minimum proceeds to be considered as qualified financing											$ 5,000
Percentage of probability of occurrence of qualified financing											90.00%
Percentage of probability of convertible notes converting at maturity											10.00%
Accrued interest												$ 303
Conversion discount percentage		15.00%	15.00%						15.00%
Percentage of discount modification	15.00%
Interest expense												$ 1,773
Convertible Notes \| Series A-6 Preferred Stock
Debt
Warrants to purchase Series B-3 preferred stock (in shares)		385,361	385,361						385,361	385,361			385,361
Exercise price of warrants (in dollars per share)		$ 0.01	$ 0.01						$ 0.01	$ 0.01			$ 0.01

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAX

(10)

Income Taxes

(8)Income Taxes

The income tax expenses (benefits) from continuing operations for the years ended December 31, 2022 and 2021, are summarized as follows:


	2022		2021
Federal:
Current	$	—	$	—
Deferred		—		—
		—		—
State:
Current		9		3
Deferred		—		—
		9		3
Total	$	9	$	3

The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2022 and 2021, due to the following items:


	2022		2021
Statutory rate	21.0	%	21.0	%
State and local taxes	2.0		2.5
Change in valuation allowance	(19.0)		(20.0)
Other	1.0		(0.1)
Permanent differences	(5.0)		(3.4)
	—	%	—	%

The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at December 31, 2022 and 2021, are presented below:


	2022		2021
Deferred tax assets:
NOL carryforwards	$	30,421	$	27,002
Fixed assets and intangibles		2,371		2,306
Accruals		815		108
Inventory		76		229
Other		87		—
Capitalized R&D expenses		4,613		—
Stock-based compensation expense		76		63
Total deferred income tax assets		38,459		29,708
Deferred tax liabilities:
Prepaid expenses		(101)		(78)
Total deferred income tax assets and liabilities		38,358		29,630
Less: valuation allowance		(38,358)		(29,630)
Net deferred income tax assets and liabilities	$	—	$	—

As of December 31, 2022, we had net operating losses (“NOLs”) as follows (the NOLs which do not expire are subject to an annual utilization limitation of 80% of taxable income):


	December 31, 2022
	Federal		State
NOLs expiring between 2029 and 2037	$	43,912	$	67,380
NOLs which do not expire		82,009		18,398
Total NOLs	$	125,921	$	85,778

Our federal and state returns for all years remain open to examination by tax authorities.

- Definition

+ References

+ Details

Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Aug. 10, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized (in shares)		21,910,800
Convertible preferred stock	$ 203,974	$ 164,006	$ 164,006	$ 160,507	$ 55,975
Series A-1
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, shares issued (in shares)		5,331,943		5,331,943
Convertible preferred stock, shares outstanding (in shares)		131,797		131,797
Convertible preferred stock, shares authorized (in shares)		5,331,943		5,331,943
Convertible preferred stock	6,065	$ 6,065		$ 6,065	6,065
Series A-2
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, shares issued (in shares)		23,307,464		23,307,464
Convertible preferred stock, shares outstanding (in shares)		576,126		576,126
Convertible preferred stock, shares authorized (in shares)		23,307,464		23,307,464
Convertible preferred stock	8,976	$ 8,976		$ 8,976	8,976
Series A-3
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, shares issued (in shares)		24,792,020		24,792,020
Convertible preferred stock, shares outstanding (in shares)		612,822		612,822
Convertible preferred stock, shares authorized (in shares)		24,792,020		24,792,020
Convertible preferred stock	10,611	$ 10,611		$ 10,611	10,611
Series A-4
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, shares issued (in shares)		5,169,690		5,169,690
Convertible preferred stock, shares outstanding (in shares)		127,787		127,787
Convertible preferred stock, shares authorized (in shares)		5,169,690		5,169,690
Convertible preferred stock	1,993	$ 1,993		$ 1,993	1,993
Series A-5
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, shares issued (in shares)		29,545,455		29,545,455
Convertible preferred stock, shares outstanding (in shares)		730,320		730,320
Convertible preferred stock, shares authorized (in shares)		734,533		734,533
Convertible preferred stock	12,858	$ 12,858		$ 12,858	12,858
Series A-6
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, shares issued (in shares)		32,391,000		32,391,000
Convertible preferred stock, shares outstanding (in shares)		800,657		800,657
Convertible preferred stock, shares authorized (in shares)		805,848		805,848
Convertible preferred stock	15,476	$ 15,476		$ 15,476	$ 15,472
Series B
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, shares issued (in shares)		6,984,971
Convertible preferred stock, shares outstanding (in shares)		6,984,971		6,984,971
Convertible preferred stock, shares authorized (in shares)		7,021,678		7,021,678
Convertible preferred stock	84,637	$ 84,528		$ 84,528
Series B-1
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, shares issued (in shares)		1,659,672
Convertible preferred stock, shares outstanding (in shares)		1,659,672		1,412,487
Convertible preferred stock, shares authorized (in shares)		1,659,672		1,659,672
Convertible preferred stock	23,500	$ 23,499		$ 20,000
Series B-2
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, shares issued (in shares)		706,243
Convertible preferred stock, shares outstanding (in shares)		706,243		0
Convertible preferred stock, shares authorized (in shares)		1,765,609		1,765,609
Series B-3
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001		$ 0.001
Convertible preferred stock, shares issued (in shares)		0		0
Convertible preferred stock, shares outstanding (in shares)		0		0
Convertible preferred stock, shares authorized (in shares)		8,474,924		8,474,924
Convertible preferred stock	$ 39,858

Dynavax Purchase (Details) - Dynavax Technologies $ in Thousands	1 Months Ended			6 Months Ended	9 Months Ended
	Sep. 30, 2023 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					10
Royalties, sales threshold amount					$ 1,000,000
Royalties as a percentage of sales, over threshold amount					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				10,000
Commercial Milestone, $250,000 Annual Sales
Asset Acquisition [Line Items]
Milestone amount	20,000				20,000
Sales milestone	250,000				250,000
Commercial Milestone, $500,000 Annual Sales
Asset Acquisition [Line Items]
Milestone amount	20,000				20,000
Sales milestone	500,000				500,000
Commercial Milestone, $1,000,000 Annual Sales
Asset Acquisition [Line Items]
Milestone amount	30,000				30,000
Sales milestone	1,000,000				1,000,000
Minimum
Asset Acquisition [Line Items]
Payments for milestone	$ 1,000				1,000
Maximum
Asset Acquisition [Line Items]
Payments for milestone					$ 10,000

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 289	$ 753	$ 646
Finished goods	1,340	718	646
Inventory, net	1,629	1,471	$ 1,292
Reserve for excess or obsolete inventory	$ 0	$ 43

Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash, cash equivalents and restricted cash
Cash and cash equivalents	$ 21,383	$ 9,414		$ 30,301
Restricted cash (included in Other assets)		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	$ 4,488
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration]		Other Assets, Noncurrent		Other Assets, Noncurrent

Income Taxes - Significant portions of deferred income tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
NOL carryforwards	$ 30,421	$ 27,002
Fixed assets and intangibles	2,371	2,306
Accruals	815	108
Inventory	76	229
Other	87
Capitalized R&D expenses	4,613
Stock-based compensation expense	76	63
Total deferred tax assets	38,459	29,708
Deferred tax liabilities:
Prepaid expenses	(101)	(78)
Total deferred income tax assets and liabilities	38,358	29,630
Less: valuation allowance	$ (38,358)	$ (29,630)

Cash, cash equivalents and restricted cash

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Cash, cash equivalents and restricted cash

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,		December 31,
	2023		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.

(4)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:


	December 31,		December 31,
	2022		2021
Cash and cash equivalents	$	9,414	$	30,301
Restricted cash (included in Other assets)		250		—
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	9,664	$	30,301

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

Leases - Components of lease expense (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Operating Leases
2023	$ 429
2024	378
2025	205
2026	213
2027	219
Thereafter	884
Total undiscounted lease payments	2,328
Less imputed interest	(600)
Total lease liabilities	1,728
Finance Leases
2023	87
2024	87
2025	77
2026	9
2027	7
Total undiscounted lease payments	267
Less imputed interest	(33)
Total lease liabilities	$ 234

Preferred Stock - Convertible Preferred Stock Rollforward (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	$ 164,006	$ 160,507	$ 160,507	$ 55,975
Issuances	39,968	3,499	3,499	104,532
Retirements / Conversions	(203,974)
Convertible preferred stock, ending balance		164,006	164,006	160,507
Series A-1
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	6,065	6,065	6,065
Retirements / Conversions	(6,065)
Convertible preferred stock, ending balance		6,065	6,065	6,065
Series A-2
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	8,976	8,976	8,976
Retirements / Conversions	(8,976)
Convertible preferred stock, ending balance		8,976	8,976	8,976
Series A-3
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	10,611	10,611	10,611
Retirements / Conversions	(10,611)
Convertible preferred stock, ending balance		10,611	10,611	10,611
Series A-4
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	1,993	1,993	1,993
Retirements / Conversions	(1,993)
Convertible preferred stock, ending balance		1,993	1,993	1,993
Series A-5
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	12,858	12,858	12,858
Retirements / Conversions	(12,858)
Convertible preferred stock, ending balance		12,858	12,858	12,858
Series A-6
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	15,476	15,476	15,476
Retirements / Conversions	(15,476)
Convertible preferred stock, ending balance		15,476	15,476	15,476
Series B
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	84,528	84,528	84,528
Issuances	109
Retirements / Conversions	(84,637)
Convertible preferred stock, ending balance		84,528	84,528	84,528
Series B-1
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance	23,499	20,000	20,000
Issuances	1	3,499
Retirements / Conversions	(23,500)
Convertible preferred stock, ending balance		$ 23,499	$ 23,499	$ 20,000
Series B-3
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuances	39,858
Retirements / Conversions	$ (39,858)

Dynavax Purchase

12 Months Ended

Dec. 31, 2022

Dynavax Purchase

Dynavax Purchase

(9)Dynavax Purchase

(“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 made a milestone payment of $1,000 in September 2021 after initiating our clinical study of uveal melanoma liver metastases. We made an additional $1,000 milestone payment in June 2022 after initiating our clinical study for primary liver tumors.

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 recorded the first and second development milestone payments of $1,000 in R&D in 2022 and 2021. 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.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 9,414	$ 30,301
Accounts receivable	1,557	1,357
Inventory, net	1,471	1,292
Prepaid expenses	4,772	2,181
Total current assets	17,214	35,131
Property and equipment, net	2,231	1,797
Right-of-use assets	1,381
Intangible assets, net	802	794
Other assets	367	115
Total assets	21,995	37,837
Current liabilities
Trade payables	4,947	1,300
Accrued liabilities	6,377	4,969
Series B-2 tranche liabilities	4,702
Series B-3 warrant liabilities	15,819
Short-term lease liabilities	370
Due to stockholders	142	104
Total current liabilities	32,357	6,373
Long-term lease liabilities	1,593
Warrant liabilities and other long-term liabilities	369	561
Total liabilities	34,319	6,934
Class A common stock subject to possible redemption, 1,144,794 shares at $10.52 and $10.14 per share redemption value as of June 30, 2023 and December 31, 2022, respectively	164,006	160,507
Stockholders' deficit:
Common stock	0
Additional paid-in capital	10,028	6,738
Accumulated deficit	(186,358)	(136,342)
Total stockholders' deficit	(176,330)	(129,604)
Liabilities and Stockholders' Equity (Deficit)	$ 21,995	$ 37,837

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)		(13)
Loss on equity issuance			(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			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			(2,981)
Undeclared dividends on Series A preferred stock	(458)		(458)
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)		$ 660	$ 21
Contingent earnout liability
Operating expenses:
Gain (loss) on derivatives	$ 19,904		$ 19,904	$ 0

Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 21,383	$ 9,414		$ 30,301
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	$ 4,488

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended	12 Months Ended
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	Sep. 30, 2023	Dec. 31, 2022
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	(1)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.	(1)Nature of Business TriSalus Life Sciences, Inc. (the “Company,” “we,” “us”), a Delaware corporation, was incorporated in 2009 as Surefire Medical, Inc. The Company began doing business as TriSalus Life Sciences (“TriSalus”) in 2018, and changed its name to TriSalus Life Sciences, Inc, in August 2021. 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. 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, the Surefire Medical infusion System 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; we are actively seeking an extension of the approval. We believe the full potential of our technology can be realized through the combination of our drug delivery technology with immune-oncology drugs, so, 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 and from the issuance of debt and convertible debt. Since inception of the Company in 2009 through December 31, 2022, we have issued for cash $108,664 of preferred stock, $458 of common stock and $57,466 of convertible notes and warrants, which has funded the cumulative net losses of $186,358. During the year ended December 31, 2022, we raised $13,499 in cash through the issuance of Series B-1 and Series B-2 preferred stock and $94 from the exercise of stock options. In March 2021, all of the then outstanding principle amount of convertible notes, with accumulated interest, converted to shares of Series B preferred stock in accordance with the terms contained in the note agreements; the note conversion did not raise any cash. See notes 10 and 11 for further discussion of the convertible debt, warrants and the 2022 financing rounds. As of December 31, 2022, we had cash, cash equivalents and restricted cash of $9,664. The Company is still in its early stage, has yet to generate revenues sufficient to create positive cash flow and has accumulated deficit of $186,358 as of December 31, 2022. We are currently undergoing a strategic transformation from a company focused solely on the sale of our infusion systems to a therapeutic company whereby our medical devices will be marketed alongside 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. 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 that could raise 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 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 the 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, raises substantial doubt about the Company’s ability to continue as a going concern. 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, an evolving business model, and demand for our products. To address these risks, we must, among other things, gain access to capital in 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 be successful in addressing such risks.
MedTech Acquisition Corp
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS		NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS MedTech Acquisition Corporation (the “Company”) was incorporated in Delaware on September 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has one wholly-owned subsidiary that was created on November 9, 2022, MTAC Merger Sub, Inc, a Delaware corporation (“Merger Sub”). As of December 31, 2022, the Company had not commenced any operations. All activity from inception through December 31, 2022, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, including the terminated Memic Business Combination and the Merger Agreement with TriSalus (as defined and more fully described in Note 6). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, held in the Trust Account. The registration statements for the Company’s Initial Public Offering were declared effective on December 17, 2020. On December 22, 2020, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,933,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to MedTech Acquisition Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,400,000, which is described in Note 4. Following the closing of the Initial Public Offering on December 22, 2020, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. Transaction costs amounted to $14,161,525, consisting of $5,000,000 in cash underwriting fees, $8,750,000 of deferred underwriting fees and $411,525 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and net of taxes payable). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by June 22, 2023 (or such earlier date as determined by the board of directors of the Company (the “Board”)) and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company will have until June 22, 2023 (or such earlier date as determined by the Board) to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. On December 12, 2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial business combination from December 22, 2022 to June 22, 2023 (or such earlier date as determined by the Board). The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on December 12, 2022. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2022, the Company had $153,563 in its operating bank account and working capital deficit of $2,114,252, which excludes $27,854 of income taxes payable. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). On December 30, 2021, the Company issued an unsecured promissory note to the Sponsor in the principal amount of $544,000 (the “2021 Promissory Note”). The 2021 Promissory Note, as described in Note 5, does not bear interest and matures upon closing of the Company’s initial Business Combination. As of December 31, 2022 and 2021, there was $544,000 outstanding under the 2021 Promissory Note. On January 28, 2022, the Company issued an unsecured promissory note in the principal amount of up to $400,000 to the Sponsor (the “2022 Promissory Note”). The 2022 Promissory Note, as described in Note 5, does not bear interest and matures upon closing of the Company’s initial Business Combination. As of December 31, 2022 and 2021, there was $400,000 and $0 outstanding under the 2022 Promissory Note, respectively. On May 24, 2022, the Company issued the Convertible Promissory Note (as defined in Note 5) in the principal amount of up to $1,500,000 to the Sponsor. As of December 31, 2022 and 2021, there were amounts of $1,341,000 and $0 outstanding under the Convertible Promissory Note, respectively. On December 16, 2022, the Company issued a promissory note in the aggregate principal amount of up to $468,821 to the Sponsor (the “Extension Note”), pursuant to which the Sponsor agreed to loan to the Company up to $468,821 (the “Extension Funds”) to deposit into the Company’s trust account (the “Trust Account”) for the shares of Class A common stock of the Company (the “Public Shares”) that were not redeemed in connection with the extension of the Company’s termination date from December 22, 2022 to June 22, 2023 or such earlier date as determined by the Board (the “Extension”). The Extension Note, as described in Note 5, does not bear interest and is repayable in full upon the date of the consummation of an initial business combination. As of December 31, 2022 and 2021, there were the amounts of $39,068 and $0 outstanding under Extension Note, respectively. The Company will deposit $0.04 per share into the Trust Account for each month (commencing on December 23, 2022 and ending on the 22nd day of each subsequent month) (the “Extension Deposit”), or portion thereof, that is needed by the Company to complete an initial business combination until June 22, 2023 or such earlier date as determined by the Board (the “Extension”). Pursuant to the Merger Agreement, TriSalus has agreed to pay, as a transactional expense and not as a loan, for 50% of the costs incurred by the Company in connection with the preparation and filing of applicable proxy materials and the holding of the Meeting (as defined below) (TriSalus’ portion of such fees, the “TriSalus Extension Fees”), in addition to 50% of the amounts deposited into the Trust Account in connection with the Extension, with the remainder to be funded by the Sponsor and/or its designee in the form of a loan to the Company; provided that TriSalus’ obligation to pay the TriSalus Extension Fees and its portion of the deposits for the Extension will terminate immediately at the earliest to occur of (i) the closing date of the TriSalus Business Combination and (ii) the valid termination of the Merger Agreement. Upon such termination, the Company will have no obligation to repay the TriSalus Extension Fees or any portion of the Extension Funds paid by TriSalus. On December 16, 2022, the Company issued an unsecured promissory note in the principal amount of up to $1,000,000 (the “Working Capital Note”) to the Sponsor for working capital purposes, which may be drawn down from time to time upon request by the Company. The Working Capital Note does not bear interest and the principal amount will not be payable if the Company fails to complete its initial business combination within the required time period as set forth in its amendment and restated certificate of incorporation, as amended from time to time. As of December 31, 2022 and 2021, there was no outstanding amount under the Working Capital Note. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 22, 2023, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 22, 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, a vote by the stockholders to extend the period of time to complete the Company’s initial Business Combination (the “extension vote”) or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Convertible Preferred Stock - 2023 Financing (Details) $ / shares in Units, $ in Thousands	1 Months Ended					3 Months Ended	9 Months Ended		12 Months Ended
	Jul. 31, 2023 USD ($) shares	Mar. 31, 2023 USD ($) item $ / shares shares	Jul. 31, 2021 USD ($) shares	Mar. 31, 2021 USD ($) shares	Nov. 30, 2020 USD ($) shares	Mar. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2023	Oct. 31, 2022 shares
Convertible Preferred Stock
Proceeds from exercise of Series B preferred stock warrants \| $							$ 9,630	$ 0	$ 117
Series A-1 preferred stock
Convertible Preferred Stock
Exchange ratios										1.275	1.155
Series A-2 preferred stock
Convertible Preferred Stock
Exchange ratios										1.290	1.173
Series A-3 preferred stock
Convertible Preferred Stock
Exchange ratios										1.303	1.162
Series A-4 preferred stock
Convertible Preferred Stock
Exchange ratios										1.277	1.165
Series A-5 preferred stock
Convertible Preferred Stock
Exchange ratios										1.333	1.189
Series A-6 preferred stock
Convertible Preferred Stock
Warrants to purchase Series B-3 preferred stock (in shares) \| shares					59,102
Proceeds from exercise of Series B preferred stock warrants \| $					$ 19
Exchange ratios										1.351	1.190
Series B preferred stock
Convertible Preferred Stock
Warrants to purchase Series B-3 preferred stock (in shares) \| shares			289,552	289,552
Proceeds from exercise of Series B preferred stock warrants \| $			$ 117	$ 117
Exchange ratios										1.250	1.154
Series B-1 preferred stock
Convertible Preferred Stock
Exchange ratios										1.296	1.167
Series B-2 preferred stock
Convertible Preferred Stock
Exchange ratios										1	1
Series B-3 preferred stock
Convertible Preferred Stock
Warrants to purchase Series B-3 preferred stock (in shares) \| shares	2,239,309
Proceeds from exercise of Series B preferred stock warrants \| $	$ 4,530
Exchange ratios										1	1
Series B-3 preferred stock \| B-2 Preferred Stock Financing, Second tranche, closings
Convertible Preferred Stock
Warrants to purchase Series B-3 preferred stock (in shares) \| shares											2,075,417
Series B-3 preferred stock \| B-2 Preferred Stock Financing, Second tranche, closing one
Convertible Preferred Stock
Warrants to purchase Series B-3 preferred stock (in shares) \| shares		830,167				830,167
Subsequent Event \| B-2 Preferred Stock Financing, Second tranche, closings
Convertible Preferred Stock
Number of closings effectuated \| item		2
Subsequent Event \| B-2 Preferred Stock Financing, Second tranche, closing one
Convertible Preferred Stock
Percentage of shares committed sold		40.00%
Aggregate purchase price \| $		$ 2,939
Subsequent Event \| B-2 Preferred Stock Financing, Second tranche, closing two
Convertible Preferred Stock
Percentage of shares committed sold		3.00%
Aggregate purchase price \| $		$ 250
Subsequent Event \| 2023 Financing
Convertible Preferred Stock
Proceeds from exercise of Series B preferred stock warrants \| $						$ 4,715
Subsequent Event \| Series A-1 preferred stock \| 2023 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock		$ 41.27				$ 41.27
Exchange ratios		1.200				1.200
Subsequent Event \| Series A-2 preferred stock \| 2023 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock		$ 12.95				$ 12.95
Exchange ratios		1.209				1.209
Subsequent Event \| Series A-3 preferred stock \| 2023 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock		$ 14.16				$ 14.16
Exchange ratios		1.229				1.229
Subsequent Event \| Series A-4 preferred stock \| 2023 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock		$ 13.36				$ 13.36
Exchange ratios		1.200				1.200
Subsequent Event \| Series A-5 preferred stock \| 2023 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock		$ 14.16				$ 14.16
Exchange ratios		1.257				1.257
Subsequent Event \| Series A-6 preferred stock \| 2023 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock		$ 16.19				$ 16.19
Exchange ratios		1.250				1.250
Subsequent Event \| Series B preferred stock \| 2023 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock		$ 10.12				$ 10.12
Exchange ratios		1.200				1.200
Subsequent Event \| Series B-1 preferred stock \| 2023 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock		$ 11.74				$ 11.74
Exchange ratios		1.207				1.207
Subsequent Event \| Series B-2 preferred stock \| B-2 Preferred Stock Financing, Second tranche, closing one
Convertible Preferred Stock
Number of shares sold \| shares		207,541
Subsequent Event \| Series B-2 preferred stock \| B-2 Preferred Stock Financing, Second tranche, closing two
Convertible Preferred Stock
Number of shares sold \| shares		17,656
Subsequent Event \| Series B-2 preferred stock \| 2023 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock		$ 0.35				$ 0.35
Exchange ratios		1				1
Subsequent Event \| Series B-3 preferred stock \| B-2 Preferred Stock Financing, Second tranche, closing two
Convertible Preferred Stock
Warrants to purchase Series B-3 preferred stock (in shares) \| shares		70,624				70,624
Subsequent Event \| Series B-3 preferred stock \| 2023 Financing
Convertible Preferred Stock
Warrants to purchase Series B-3 preferred stock (in shares) \| shares		2,330,811				2,330,811
Conversion prices of the Company's preferred stock		$ 0.05				$ 0.05
Exchange ratios		1				1

Dynavax Purchase (Details) - Dynavax purchase agreement $ in Thousands	1 Months Ended				12 Months Ended
	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jul. 31, 2020 USD ($)	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)
Dynavax purchase agreement
Upfront payment amount				$ 9,000
Payment of upfront amount			$ 4,000	$ 5,000
Minimum milestone payment amount					$ 1,000
Maximum milestone payment amount					10,000
Maximum development milestone payments					$ 170,000
Milestone payments made	$ 1,000	$ 1,000
Number of commercial milestone to be made \| item					4
Maximum commercial milestone payments					$ 80,000
First and second development milestone payments in R&D					1,000	$ 1,000
Upon first commercial sale of product
Dynavax purchase agreement
Commercial milestone payment amount					10,000
Upon first occurrence of annual net sales of $250000
Dynavax purchase agreement
Commercial milestone payment amount					20,000
Annual net sales					250,000
Upon first occurrence of annual net sales of $500000
Dynavax purchase agreement
Commercial milestone payment amount					20,000
Annual net sales					500,000
Upon first occurrence of annual net sales of $1000000
Dynavax purchase agreement
Commercial milestone payment amount					30,000
Annual net sales					1,000,000
Aggregate annual net sales less than or equal to $1,000,000
Dynavax purchase agreement
Annual net sales					$ 1,000,000
Annual royalty rate					10.00%
Aggregate annual net sales greater than $1,000,000
Dynavax purchase agreement
Annual royalty rate					12.00%

Accrued Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Payables and Accruals [Abstract]

Accrued Liabilities

(7)

Accrued Liabilities

Accrued Liabilities consists of the following:


	September 30,		December 31,
	2023		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

(7)Accrued Liabilities

Accrued liabilities consists of the following:


	December 31,
	2022		2021
Accrued liabilities	$	2,905	$	2,910
Accrued incentives		2,896		1,562
Accrued vacation		329		271
Accrued payroll		247		226
	$	6,377	$	4,969

Nature of Business

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Nature of Business

Nature of Business

(1)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.

(1)Nature of Business

TriSalus Life Sciences, Inc. (the “Company,” “we,” “us”), a Delaware corporation, was incorporated in 2009 as Surefire Medical, Inc. The Company began doing business as TriSalus Life Sciences (“TriSalus”) in 2018, and changed its name to TriSalus Life Sciences, Inc, in August 2021. 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. 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, the Surefire Medical infusion System 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; we are actively seeking an extension of the approval.

We believe the full potential of our technology can be realized through the combination of our drug delivery technology with immune-oncology drugs, so, 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 and from the issuance of debt and convertible debt. Since inception of the Company in 2009 through December 31, 2022, we have issued for cash $108,664 of preferred stock, $458 of common stock and $57,466 of convertible notes and warrants, which has funded the cumulative net losses of $186,358. During the year ended December 31, 2022, we raised $13,499 in cash through the issuance of Series B-1 and Series B-2 preferred stock and $94 from the exercise of stock options. In March 2021, all of the then outstanding principle amount of convertible notes, with accumulated interest, converted to shares of Series B preferred stock in accordance with the terms contained in the note agreements; the note conversion did not raise any cash. See notes 10 and 11 for further discussion of the convertible debt, warrants and the 2022 financing rounds.

As of December 31, 2022, we had cash, cash equivalents and restricted cash of $9,664. The Company is still in its early stage, has yet to generate revenues sufficient to create positive cash flow and has accumulated deficit of $186,358 as of December 31, 2022. We are currently undergoing a strategic transformation from a company focused solely on the sale of our infusion systems to a therapeutic company whereby our medical devices will be marketed alongside 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.

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 that could raise 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 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 the 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, raises substantial doubt about the Company’s ability to continue as a going concern. 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, an evolving business model, and demand for our products. To address these risks, we must, among other things, gain access to capital in 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 be successful in addressing such risks.

Convertible Preferred Stock, Liquidation Preferences (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Convertible Preferred Stock
Aggregate Liquidation Preference	$ 175,724
Series B-3 preferred stock
Convertible Preferred Stock
Convertible preferred stock, shares outstanding (in shares)	0	0
Convertible preferred stock, original issue prices	$ 2.030
Series B-2 preferred stock
Convertible Preferred Stock
Convertible preferred stock, shares outstanding (in shares)	706,243	0
Convertible preferred stock, original issue prices	$ 14.160
Aggregate Liquidation Preference	$ 10,000
Series B-1 preferred stock
Convertible Preferred Stock
Convertible preferred stock, shares outstanding (in shares)	1,659,672	1,412,487
Convertible preferred stock, original issue prices	$ 14.160
Aggregate Liquidation Preference	$ 23,500
Series B preferred stock
Convertible Preferred Stock
Convertible preferred stock, shares outstanding (in shares)	6,984,971	6,984,971
Convertible preferred stock, original issue prices	$ 12.140
Aggregate Liquidation Preference	$ 84,774
Series A-6 preferred stock
Convertible Preferred Stock
Convertible preferred stock, shares outstanding (in shares)	800,657	800,657
Convertible preferred stock, original issue prices	$ 20.230
Aggregate Liquidation Preference	$ 16,196
Series A-5 preferred stock
Convertible Preferred Stock
Convertible preferred stock, shares outstanding (in shares)	730,320	730,320
Convertible preferred stock, original issue prices	$ 17.81
Aggregate Liquidation Preference	$ 13,000
Series A-4 preferred stock
Convertible Preferred Stock
Convertible preferred stock, shares outstanding (in shares)	127,787	127,787
Convertible preferred stock, original issue prices	$ 16.030
Aggregate Liquidation Preference	$ 2,047
Series A-3 preferred stock
Convertible Preferred Stock
Convertible preferred stock, shares outstanding (in shares)	612,822	612,822
Convertible preferred stock, original issue prices	$ 17.40
Aggregate Liquidation Preference	$ 10,661
Series A-2 preferred stock
Convertible Preferred Stock
Convertible preferred stock, shares outstanding (in shares)	576,126	576,126
Convertible preferred stock, original issue prices	$ 15.660
Aggregate Liquidation Preference	$ 9,020
Series A-1 preferred stock
Convertible Preferred Stock
Convertible preferred stock, shares outstanding (in shares)	131,797	131,797
Convertible preferred stock, original issue prices	$ 49.520
Aggregate Liquidation Preference	$ 6,526

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS - Liquidity (Details) - USD ($)		12 Months Ended
	Dec. 30, 2021	Dec. 31, 2022	Sep. 30, 2023	Dec. 16, 2022	May 24, 2022	Jan. 28, 2022	Dec. 31, 2021
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Cash		$ 9,414,000	$ 21,383,000				$ 30,301,000
MedTech Acquisition Corp
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Operating bank accounts		153,563
Cash		153,563					200,884
Working capital		$ 2,114,252
Maximum borrowing capacity of related party promissory note				$ 468,821
Share price		$ 0.04
Amount of convertible promissory note					$ 1,500,000
Convertible promissory note outstanding		$ 1,341,000					0
Percentage of transactional fee paid		50.00%
Aggregate principal amount					$ 1,500,000
Percentage of amount deposited in trust account		50.00%
MedTech Acquisition Corp \| 2022 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Borrowed aggregate principal amount				1,000,000
MedTech Acquisition Corp \| Promissory Note - Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum borrowing capacity of related party promissory note	$ 544,000
MedTech Acquisition Corp \| Promissory Note - Related Party \| 2022 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Borrowed aggregate principal amount				1,000,000
MedTech Acquisition Corp \| Related party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Outstanding amount		$ 39,068					0
MedTech Acquisition Corp \| Sponsor
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Due to the Sponsor for certain reimbursable expenses		27,854
MedTech Acquisition Corp \| Sponsor \| Promissory Note - Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum borrowing capacity of related party promissory note				468,821
Outstanding amount		544,000					544,000
Borrowed aggregate principal amount				$ 468,821
MedTech Acquisition Corp \| Sponsor \| Promissory Note - Related Party \| 2021 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Due to the Sponsor for certain reimbursable expenses	$ 544,000
MedTech Acquisition Corp \| Sponsor \| Promissory Note - Related Party \| 2022 Promissory Note
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Outstanding amount		$ 400,000					$ 0
Borrowed aggregate principal amount						$ 400,000

Contingent Earnout Liability - Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate (Details)	Sep. 30, 2023 Y USD ($)	Aug. 10, 2023 Y USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	0
Current stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input \| $	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	65.0	65.0
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input	4.6	4.2
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, measurement input \| Y	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

Convertible Notes

12 Months Ended

Dec. 31, 2022

Convertible Notes

Convertible Notes

(11)Convertible Notes

In August and September 2018, we issued convertible notes for aggregate cash proceeds of $5,000, which had an original maturity date of December 31, 2019. The maturity date for the convertible notes was revised in 2019 to be December 31, 2020, and in 2020 to be December 31, 2021. The extension of maturity dates in each case were determined to be modifications to the debt instruments. Between May and September 2019, we issued additional convertible notes for aggregate cash proceeds of $15,000, with a maturity date of December 31, 2020, which was also modified to December 31, 2021. Between March and October 2020, we issued convertible notes for aggregate cash proceeds of $9,102, with a maturity date of December 31, 2021.

The convertible notes accrued interest at 8% and could only be prepaid upon the favorable vote of the majority holders. When and if we complete a “qualified financing” on or prior to the maturity date, the unpaid principal and accrued interest on the convertible notes are automatically convertible into the same class of preferred stock offered in the qualified financing at the lesser of $0.50 per share or 85% of the price per share paid by cash purchasers for the preferred stock issued in the qualified financing. (This discount on the price per share paid by cash purchasers was subsequently modified in 2021, see below.) A “qualified financing” is a preferred stock financing transaction for the purpose of raising capital with gross proceeds of at least $5,000, excluding all proceeds from convertible notes that convert into preferred stock in connection with the financing. This conversion upon a qualified financing feature essentially provides the holder with a fixed return that is settled in a variable number of shares. As such, it qualified to be accounted for as an embedded derivative, a put option liability, at fair value. The put option liability was initially recorded as a debt discount and subsequently remeasured at its fair value each period end. We estimated the fair value of the put option liability based upon the 90% probability of a qualified financing occurring multiplied by the value to be received by the holder (Level 3 inputs). (We estimated a 10% probability that the convertible notes would convert at maturity.) The put option liabilities associated with the 2018, 2019 and 2020 convertible notes were initially measured at $794, $2,382 and $1,446, respectively. The fair value of the put liabilities did not change at December 31, 2019, 2020 or 2021, as management’s estimate of the probability of a qualified financing did not change. Through December 31, 2021, additional put option liability was recorded for the conversion feature applied to the accumulating accrued interest balance of $303, which was recorded as additional put option liability and debt discount. The discounts on the debt as a result of recording the initial put liabilities was amortized to interest expense over the term of the loans using the effective interest method.

Between March 2020 and December 2020, we also issued convertible notes for aggregate cash proceeds of $15,545. An additional convertible note for $45 was issued in January 2021. These notes differed from the other notes issued during 2018 through 2020 in that they did not contain the conversion discount of 15%. Instead, they were accompanied by warrants to purchase 385,361 Series A-6 preferred shares at $0.01 per share initially, which upon issuance of the Series B Preferred Stock in 2021, were automatically converted into warrants to purchase Series B Preferred Stock. The warrants expire on the fifth anniversary of the issue date. All other terms of the notes were the same. Since the warrants are for preferred stock that were initially redeemable, they were recorded as a liability in the accompanying balance sheet at December 31, 2020. The initial value of the warrant liability of $3,887 ($3,877 for the warrants issued in 2020; $10 for the warrant issued in 2021) was determined using the Black-Scholes method and resulted in an additional debt discount that was being amortized to interest expense using the effective interest method.

The convertible notes also included a provision whereby upon a change in control prior to the conversion or repayment in full of the principal amount of the convertible notes, the Company would be obligated, at each holder’s option, to either (A) pay such holder in cash an amount equal to (is) the outstanding principal and interest accrued to that date, plus (ii) a premium equal to 100% of the unpaid principal and accrued interest, or (B) convert the outstanding principal and interest accrued to date into Series A-6 preferred stock at a conversion price of $0.50 per share. This change in control prepayment and conversion provision qualifies as an embedded derivative and has been included in the fair value of the embedded derivative noted above.

Finally, the convertible notes also included a provision whereby the unpaid principal and accrued interest would convert at maturity, at the option of the holders of at least 2/3 of the outstanding principal amount of the outstanding convertible notes, into shares of the Company’s Series A-6 preferred stock at a conversion price of $0.25 per share.

Interest expense related to convertible notes was $1,773 for the year ended December 31, 2021, which included the 8% stated interest and amortization of the debt discounts associated with the embedded put liabilities and attached warrants.

In March 2021, the Company’s board and note holders (many of whom are also stockholders) agreed to eliminate the 15% discount in the next qualified round of financing attached to the 2018, 2019 and 2020 issuances of convertible notes. We determined the elimination of the 15% discount was a modification of the convertible notes with related parties and, as a result, we recorded the impact of removing the put option liability associated with the convertible notes of $5,210 to Additional Paid-in Capital in the

accompanying consolidated balance sheet for the year ended December 31, 2021. Also in March 2021, the issuance of Series B preferred stock was determined to be a qualified financing event. Accordingly, all of the convertible notes, with a notional amount of $44,692, were converted, with accumulated interest of $4,426, into 4,047,069 shares of Series B preferred stock at a conversion price of $0.30 per share. Upon the conversion of the convertible notes to Series B preferred stock, we also recognized the remaining unamortized debt discounts associated with the conversion features and warrants in the aggregate of $3,416 as a loss on conversion of convertible notes in the accompanying consolidated statements of operations.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	$ (187,000)	$ (75,000)	$ (180,000)
Increase (Decrease) in Operating Capital [Abstract]
Prepaid expenses	1,041,000	(1,306,000)	(2,592,000)	$ (1,840,000)
Accounts payable and accrued expenses	(2,772,000)	1,108,000	5,246,000	3,175,000
Net cash used in operating activities	(41,196,000)	(24,003,000)	(32,313,000)	(22,697,000)
Cash Flows from Investing Activities:
Net cash used in investing activities	(1,421,000)	(1,514,000)	(1,786,000)	(2,258,000)
Cash Flows from Financing Activities:
Net cash provided by financing activities	54,586,000	7,554,000	13,462,000	50,768,000
Increase (decrease) in cash, cash equivalents and restricted cash	11,969,000	(17,963,000)	(20,637,000)	25,813,000
Cash, cash equivalents and restricted cash, beginning of period	9,664,000	30,301,000	30,301,000	4,488,000
Cash, cash equivalents and restricted cash, end of period	21,633,000	12,338,000	9,664,000	30,301,000
MedTech Acquisition Corp
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net (loss) income			5,539,079	4,767,283
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of warrant liabilities			(5,837,332)	(7,744,000)
Interest earned on marketable securities held in Trust Account			(3,018,726)	(63,997)
Increase (Decrease) in Operating Capital [Abstract]
Prepaid expenses			118,671	348,200
Income taxes payable			27,854
Due to stockholders			48,135
Accounts payable and accrued expenses			385,325	954,400
Net cash used in operating activities			(2,736,994)	(1,738,114)
Cash Flows from Investing Activities:
Investment of cash into Trust Account			(78,136)
Cash withdrawn from Trust Account to pay franchise and income taxes			905,000	60,000
Cash withdrawn from Trust Account in connection with redemptions			232,371,273
Net cash used in investing activities			233,198,137	60,000
Cash Flows from Financing Activities:
Proceeds from promissory note			39,068
Proceeds from promissory note - related party			400,000	544,000
Proceeds from convertible promissory note - related party			1,341,000
Proceeds from extension note			82,741
Redemptions of common stock			(232,371,273)
Net cash provided by financing activities			(230,508,464)	544,000
Increase (decrease) in cash, cash equivalents and restricted cash			(47,321)	(1,134,114)
Cash, cash equivalents and restricted cash, beginning of period	$ 153,563	$ 200,884	200,884	1,334,998
Cash, cash equivalents and restricted cash, end of period			153,563	$ 200,884
Supplemental disclosure of cash flow information:
Cash paid for income taxes			$ 543,000

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

FAIR VALUE MEASUREMENTS - Assets and liabilities that are measured at fair value on a recurring basis (Details) - MedTech Acquisition Corp - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets:
Cash and investments held in Trust Account	$ 19,827,884	$ 250,007,295
Liabilities:
Warrant liabilities	1,061,334	6,898,666
Level 1 \| Recurring
Assets:
Cash and investments held in Trust Account	19,827,884	250,007,295
Level 1 \| Recurring \| Public Warrants
Liabilities:
Warrant liabilities	666,667	4,333,333
Level 3 \| Recurring \| Private Placement Warrants
Liabilities:
Warrant liabilities	$ 394,667	$ 2,565,333

Nature of Business

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Nature of Business

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

(1)Nature of Business

Description of the Business

Subsequent Event

(1)Nature of Business

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 that could raise 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 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 the 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.

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, an evolving business model, and demand for our products. To address these risks, we must, among other things, gain access to capital in 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 be successful in addressing such risks.

Business Combination

9 Months Ended

Sep. 30, 2023

Reverse Recapitalization [Abstract]

Business Combination

(3)

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.

Net Loss per Share - Additional information (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares
Earnings Per Share [Abstract]
Deemed dividend to the preferred stockholders \| $	$ 2,829
Increase in net loss per share from deemed dividend \| $ / shares	$ 9.14

FAIR VALUE MEASUREMENTS

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

(4)

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.

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.

Fair Value at

Change in

Net Transfer

Fair Value at

Level 3

December 31,

Unrealized

Issuances

In (Out) of

September 30,

Liabilities

2022

(Gains) Losses

(Settlements)

Level 3

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:

Fair Value at

Change in

Net Transfer

Fair Value at

Level 3

December 31,

Unrealized

Issuances

In (Out) of

September 30,

Liabilities

2021

(Gains) Losses

(Settlements)

Level 3

2022

Warrant liability

391

(19)

—

372


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		September 30,
Liabilities	2022		(Gains) Losses		(Settlements)			Level 3		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

MedTech Acquisition Corp

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

At December 31, 2022, assets held in the Trust Account were comprised of $19,827,884 in cash. During the year ended December 31, 2022, the Company withdrew $905,000 of interest income from the Trust Account to pay for taxes and $232,371,273 in connection with redemptions of common stock.

At December 31, 2021, assets held in the Trust Account were comprised of $250,007,295 in money market funds. During the year ended December 31, 2021, the Company withdrew $60,000 of interest income from the Trust Account to pay for taxes.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The gross holding loss and fair value of the Trust Account at December 31, 2022 and 2021, are as follows:


		December 31,		December 31,
	Level	2022		2021
Assets:
Cash and investments held in Trust Account	1	$	19,827,884	$	250,007,295
Liabilities:
Warrant Liabilities - Public Warrants	1	$	666,667	$	4,333,333
Warrant Liabilities - Private Placement Warrants	3	$	394,667	$	2,565,333

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrants in the statements of operations.

The Private Placement Warrants were initially and subsequently valued using a Monte Carlo Simulation Model, which is considered to be a Level 3 fair value measurement. The Monte Carlo Simulation model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement. The expected volatility as of the Initial Public Offering date and subsequent was derived from observable Public Warrant pricing on comparable ‘blank-check’ companies without an identified target. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will be used as the fair value as of each relevant date.

The key inputs into the Monte Carlo Simulation for the Private Placement Warrants as of December 31, 2022 and 2021, were as follows:


	December 31,			December 31,
	2022			2021
Exercise price	$	11.50		$	11.50
Stock price	$	10.03		$	9.88
Volatility		6.40	%		9.60	%
Term		5.25			5.16
Risk-free rate		3.91	%		1.27	%
Dividend yield		0.00	%		0.00	%

The following table presents the changes in the Level 3 fair value of warrant liabilities during the years ended December 31, 2022 and 2021:


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333
Change in fair value		(2,170,666)		—		(2,170,666)
Fair value as of December 31, 2022	$	394,667	$	—	$	394,667


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of December 31, 2020	$	5,476,000	$	9,166,666	$	14,642,666
Change in fair value		(2,910,667)		(4,833,333)		(7,744,000)
Transfer to level 1		—		(4,333,333)		(4,333,333)
Fair value as of December 31, 2021	$	2,565,333	$	—	$	2,565,333

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $4,333,333, when the Public Warrants were separately listed and traded. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2022.

- 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

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Inventory Disclosure [Abstract]

Inventory

(6)

Inventory

The components of inventory are summarized as follows:


	September 30,		December 31,
	2023		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.

(5)Inventory

The components of inventory at December 31 are summarized as follows:


	2022		2021
Raw materials	$	753	$	646
Finished goods		718		646
Inventory, net	$	1,471	$	1,292

The finished goods amounts in the table above include a reserve for excess inventory of $43 and $97 as of December 31, 2022 and 2021, respectively.

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

STOCKHOLDERS' DEFICIT

Schedule of common stock reserved for future issuance in connection with the conversion of shares of Preferred Stock and upon the exercise of certain options and warrants


Preferred stock:
Series A‑1		152,188
Series A‑2		675,638
Series A‑3		712,198
Series A‑4		148,834
Series A‑5		868,487
Series A‑6		953,163
Series B		8,059,581
Series B‑1		1,936,284
Series B‑2		706,243
		14,212,616
Warrants:
Warrants to purchase Series A‑5 preferred stock		5,010
Warrants to purchase Series A‑6 preferred stock		6,179
Warrants to purchase Series B preferred stock		42,354
Warrants to purchase Series B‑3 preferred stock		2,824,974
		2,878,517
Stock options:
Stock options outstanding		1,671,075
Stock options available for future grant		432,413
		2,103,488
		19,194,621

Summary of activity for options issued to employees, consultants, and directors


				Weighted
		Weighted		average
		average		remaining
	Number of	exercise		contractual
	shares	price		life
Options outstanding at January 1, 2021	735,803	$	1.22	8.2
Granted	700,170		1.62	—
Exercised	(71,647)		0.81	—
Forfeiture	(57,246)		2.43	—
Options outstanding at December 31, 2021	1,307,080		1.22	8.4
Granted	550,049		2.43	—
Exercised	(82,879)		0.81	—
Forfeiture	(103,174)		1.22	—
Options outstanding at December 31, 2022	1,671,076		1.62	8.2

Summary of information about all options outstanding and exercisable


	Options outstanding		Options Exercisable
		Weighted
	Number	average	Number
	outstanding at	remaining	exercisable at
	December 31,	contractual	December 31,
Exercise Price	2022	life	2022
$0.41	540,863	8.00	380,641
$1.22	211,405	5.20	211,134
$1.62	4,100	1.10	4,100
$2.03	7,415	4.60	7,415
$2.43	900,291	9.20	203,651
$2.84	1,413	2.80	1,413
$3.65 – $18.61	5,589	3.32	5,589
	1,671,076		813,943

Schedule of valuation assumptions


	2022		2021
Valuation assumptions:
Expected dividend yield	—	%	—	%
Expected volatility	32	%	32	%
Expected term (years)⁽¹⁾	5.6 – 6.2		5.0 – 6.1
Risk-free interest rate	2.76	%	1.14	%

(1)

Debt - Term Loan (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Nov. 30, 2021	Aug. 10, 2023	Dec. 31, 2022
Debt
Public warrants, term			10 years
Exercise price of warrants (in dollars per share)		$ 11.50
Warrants issued on 08262015 \| Series A-5 Preferred Stock
Debt
Quantity			3,370
Exercise price of warrants (in dollars per share)			$ 17.81
Initial Fair Value			$ 54
Warrants issued on 10272016 \| Series A-5 Preferred Stock
Debt
Quantity			842
Exercise price of warrants (in dollars per share)			$ 17.81
Initial Fair Value			$ 10
Warrants issued on 06302017 \| Series A-6 Preferred Stock
Debt
Quantity			4,449
Exercise price of warrants (in dollars per share)			$ 20.23
Initial Fair Value			$ 102
Warrants issued on 11202018 \| Series A-6 Preferred Stock
Debt
Quantity			741
Exercise price of warrants (in dollars per share)			$ 20.23
Initial Fair Value			$ 12
Term loan and supplemental term loan
Debt
Final payment	$ 1,348

Financial Instruments (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of changes in the level 3 fair value of warrant liabilities

Fair Value at

Change in

Net Transfer

Fair Value at

Level 3

December 31,

Unrealized

Issuances

In (Out) of

September 30,

Liabilities

2022

(Gains) Losses

(Settlements)

Level 3

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:

Fair Value at

Change in

Net Transfer

Fair Value at

Level 3

December 31,

Unrealized

Issuances

In (Out) of

September 30,

Liabilities

2021

(Gains) Losses

(Settlements)

Level 3

2022

Warrant liability

391

(19)

—

372


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		September 30,
Liabilities	2022		(Gains) Losses		(Settlements)			Level 3		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


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		December 31,
Liabilities	2020		(Gains) Losses		(Settlements)			Level 3		2021
Warrant liability	$	3,399	$	379	$	(3,387)	⁽¹⁾	$	—	$	391
Put option liability	$	5,140	$	70	$	(5,210)		$	—	$	—


	Fair Value at		Change in				Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances		In (Out) of		December 31,
Liabilities	2021		(Gains) Losses		(Settlements)		Level 3		2022
Warrant liability	$	391	$	(22)	$	—	$	—	$	369
Series B-2 tranche liabilities	$	—	$	(1,645)	$	6,347	$	—	$	4,702
Series B-3 warrant liabilities	$	—	$	3,853	$	11,966	$	—	$	15,819

(1)This amount includes settlements of $3,397, reduced by issuances of $10.

Convertible Preferred Stock - 2022 Financing (Details) $ in Thousands	1 Months Ended			9 Months Ended		12 Months Ended
	Oct. 31, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	May 31, 2022 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) Y	Dec. 31, 2021 USD ($)	Aug. 10, 2023 $ / shares	Jul. 31, 2023 shares	Jun. 30, 2023	Jul. 31, 2021 shares	Mar. 31, 2021 shares	Nov. 30, 2020 shares
Convertible Preferred Stock
Exercise price of warrants (in dollars per share)								$ 11.50
Loss on equity issuance \| $				$ (4,171)	$ 0	$ (8,312)
Change in fair value of tranche and warrant liabilities \| $						2,186	$ 379
Warrant liabilities
Convertible Preferred Stock
Fair value of liabilities \| $	$ 11,966					15,819
Series B-2 tranche liabilities
Convertible Preferred Stock
Fair value of liabilities \| $	6,347
Business Combination scenario
Convertible Preferred Stock
Enterprise value allocated \| $	$ 220
Value assigned to the tranche rights and obligations \| $						$ 0
Stock price \| Business Combination scenario
Convertible Preferred Stock
Warrants and rights outstanding measurement input	10.93
Expected share price volatility \| Minimum \| Series B-2 tranche liabilities
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input	50.0
Expected share price volatility \| Maximum \| Series B-2 tranche liabilities
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input	65.0
Risk-free interest rate \| Minimum \| Series B-2 tranche liabilities
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input	4.0
Risk-free interest rate \| Maximum \| Series B-2 tranche liabilities
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input	4.7
Term \| Minimum \| Warrant liabilities
Convertible Preferred Stock
Warrants and rights outstanding measurement input \| Y						5.8
Term \| Minimum \| Series B-2 tranche liabilities
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input \| Y						0.2
Term \| Maximum \| Warrant liabilities
Convertible Preferred Stock
Warrants and rights outstanding measurement input \| Y						6.0
Term \| Maximum \| Series B-2 tranche liabilities
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input \| Y						0.4
Dividend
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input \| $	0
Discount rate \| Business Combination scenario
Convertible Preferred Stock
Warrants and rights outstanding measurement input	30
2022 Financing
Convertible Preferred Stock
Loss on equity issuance \| $						$ 4,702
Change in fair value of tranche and warrant liabilities \| $						$ 2,208
Series A-1 preferred stock
Convertible Preferred Stock
Exchange ratios	1.155									1.275
Series A-1 preferred stock \| 2022 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock	$ 42.89
Exchange ratios	1.155
Series A-2 preferred stock
Convertible Preferred Stock
Exchange ratios	1.173									1.290
Series A-2 preferred stock \| 2022 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock	$ 13.36
Exchange ratios	1.173
Series A-3 preferred stock
Convertible Preferred Stock
Exchange ratios	1.162									1.303
Series A-3 preferred stock \| 2022 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock	$ 14.97
Exchange ratios	1.162
Series A-4 preferred stock
Convertible Preferred Stock
Exchange ratios	1.165									1.277
Series A-4 preferred stock \| 2022 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock	$ 13.76
Exchange ratios	1.165
Series A-5 preferred stock
Convertible Preferred Stock
Exchange ratios	1.189									1.333
Series A-5 preferred stock \| 2022 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock	$ 14.97
Exchange ratios	1.189
Series A-6 preferred stock
Convertible Preferred Stock
Warrants to purchase Series B-3 preferred stock (in shares) \| shares													59,102
Exchange ratios	1.190									1.351
Series A-6 preferred stock \| 2022 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock	$ 17.00
Exchange ratios	1.190
Series B preferred stock
Convertible Preferred Stock
Warrants to purchase Series B-3 preferred stock (in shares) \| shares											289,552	289,552
Exchange ratios	1.154									1.250
Series B preferred stock \| 2022 Financing
Convertible Preferred Stock
Conversion prices of the Company's preferred stock	$ 10.52
Exchange ratios	1.154
Series B-1 preferred stock
Convertible Preferred Stock
Exchange ratios	1.167									1.296
Series B-1 preferred stock \| Fair value of underlying stock
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input	14.97
Series B-1 preferred stock \| 2022 Financing
Convertible Preferred Stock
Number of shares sold \| shares		247,185	247,185
Price of shares sold		$ 14.16	$ 14.16
Net proceeds \| $		$ 3,499	$ 3,499
Conversion prices of the Company's preferred stock	$ 12.14
Exchange ratios	1.167
Series B-2 preferred stock
Convertible Preferred Stock
Exchange ratios	1									1
Percentage of then outstanding shares on an as-converted to common stock basis, offered	99.20%
Series B-2 preferred stock \| Fair value of underlying stock
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input	14.16
Series B-2 preferred stock \| 2022 Financing
Convertible Preferred Stock
Number of shares sold \| shares	706,243
Price of shares sold	$ 14.16
Net proceeds \| $	$ 9,755
Conversion prices of the Company's preferred stock	$ 14.16
Exchange ratios	1
Series B-2 preferred stock \| B-2 Preferred Stock Financing, Second tranche, closings
Convertible Preferred Stock
Maximum number of shares agreed to sell \| shares	518,854
Aggregate proceeds receivable \| $	$ 7,347
Maximum proceeds receivable through the sale of additional shares \| $	$ 10,000
Series B-2 preferred stock \| B-2 Preferred Stock Financing, Third tranche
Convertible Preferred Stock
Class of warrant or right, number of securities called by each warrant or right (in shares) \| shares	8
Warrants to purchase Series B-3 preferred stock (in shares) \| shares	2,448,428
Exercise price of warrants (in dollars per share)	$ 2.03
Maximum number of shares agreed to sell \| shares	306,053
Aggregate proceeds receivable \| $	$ 4,334
Maximum proceeds receivable through the sale of additional shares \| $	$ 5,000
Maximum number of shares agreed to sell through sale of additional shares \| shares	353,121
Series B-3 preferred stock
Convertible Preferred Stock
Class of warrant or right, number of securities called by each warrant or right (in shares) \| shares	4
Warrants to purchase Series B-3 preferred stock (in shares) \| shares									2,239,309
Exchange ratios	1									1
Series B-3 preferred stock \| Fair value of underlying stock
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input	3.24
Series B-3 preferred stock \| Series B-3 Warrants exercise price per share
Convertible Preferred Stock
Series B 2 Tranche Liability, measurement input	2.03
Series B-3 preferred stock \| 2022 Financing
Convertible Preferred Stock
Class of warrant or right, number of securities called by each warrant or right (in shares) \| shares	4
Warrants to purchase Series B-3 preferred stock (in shares) \| shares	2,824,974
Exercise price of warrants (in dollars per share)	$ 2.03
Conversion prices of the Company's preferred stock	$ 2.03
Exchange ratios	1
Series B-3 preferred stock \| B-2 Preferred Stock Financing, Second tranche, closings
Convertible Preferred Stock
Class of warrant or right, number of securities called by each warrant or right (in shares) \| shares	4
Warrants to purchase Series B-3 preferred stock (in shares) \| shares	2,075,417
Exercise price of warrants (in dollars per share)	$ 2.03

Financial Instruments

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Financial Instruments

(4)

Financial Instruments

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

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

Financial Instruments After Business Combination

Fair Value at

Change in

Net Transfer

Fair Value at

Level 3

December 31,

Unrealized

Issuances

In (Out) of

September 30,

Liabilities

2022

(Gains) Losses

(Settlements)

Level 3

2023

Contingent earnout liability

—

(19,904)

28,927

—

9,023

Financial Instruments Prior to the Business Combination

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.

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.

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:

Fair Value at

Change in

Net Transfer

Fair Value at

Level 3

December 31,

Unrealized

Issuances

In (Out) of

September 30,

Liabilities

2021

(Gains) Losses

(Settlements)

Level 3

2022

Warrant liability

391

(19)

—

372


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		September 30,
Liabilities	2022		(Gains) Losses		(Settlements)			Level 3		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

+ References + Details

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

Convertible Preferred Stock, narrative (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Convertible Preferred Stock
Convertible preferred stock, authorized	21,910,800
Series A-1 preferred stock
Convertible Preferred Stock
Convertible preferred stock, authorized	5,331,943	5,331,943
Convertible preferred stock, original issue prices	$ 49.520
Series A-2 preferred stock
Convertible Preferred Stock
Convertible preferred stock, authorized	23,307,464	23,307,464
Convertible preferred stock, original issue prices	$ 15.660
Series A-3 preferred stock
Convertible Preferred Stock
Convertible preferred stock, authorized	24,792,020	24,792,020
Convertible preferred stock, original issue prices	$ 17.40
Series A-4 preferred stock
Convertible Preferred Stock
Convertible preferred stock, authorized	5,169,690	5,169,690
Convertible preferred stock, original issue prices	$ 16.030
Series A-5 preferred stock
Convertible Preferred Stock
Convertible preferred stock, authorized	734,533	734,533
Convertible preferred stock, available for issuance	4,213
Convertible preferred stock, original issue prices	$ 17.81
Series A-6 preferred stock
Convertible Preferred Stock
Convertible preferred stock, authorized	805,848	805,848
Convertible preferred stock, available for issuance	5,190
Convertible preferred stock, original issue prices	$ 20.230
Series B preferred stock
Convertible Preferred Stock
Convertible preferred stock, authorized	7,021,678	7,021,678
Convertible preferred stock, available for issuance	36,707
Convertible preferred stock, original issue prices	$ 12.140
Series B-1 preferred stock
Convertible Preferred Stock
Convertible preferred stock, authorized	1,659,672	1,659,672
Convertible preferred stock, original issue prices	$ 14.160
Series B-2 preferred stock
Convertible Preferred Stock
Convertible preferred stock, authorized	1,765,609	1,765,609
Convertible preferred stock, available for issuance	1,059,365
Convertible preferred stock, original issue prices	$ 14.160
Series B-3 preferred stock
Convertible Preferred Stock
Convertible preferred stock, authorized	8,474,924	8,474,924
Convertible preferred stock, available for issuance	8,474,924
Convertible preferred stock, original issue prices	$ 2.030

Net Loss per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of potentially dilutive securities (in common stock equivalent shares) have been excluded from the computation of diluted weighted-average shares outstanding


	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


	December 31,
	2022	2021
Preferred stock	12,330,395	11,376,970
Preferred stock warrants	2,878,519	46,111
Common stock warrants	—	1,446
Options to purchase common stock	1,671,076	1,307,079
	16,879,990	12,731,606

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

PUBLIC OFFERING (Details) - $ / shares	Dec. 22, 2020	Aug. 10, 2023	Dec. 31, 2022
PUBLIC OFFERING
Exercise price of warrants		$ 11.50
Public Warrants
PUBLIC OFFERING
Exercise price of warrants		$ 11.50
MedTech Acquisition Corp
PUBLIC OFFERING
Purchase price, per unit			$ 10.00
Warrant in each unit (as percent)	0.33%
MedTech Acquisition Corp \| Class A Common Stock
PUBLIC OFFERING
Number of shares issuable per warrant	1
MedTech Acquisition Corp \| Public Warrants \| Class A Common Stock
PUBLIC OFFERING
Number of shares in a unit	1
MedTech Acquisition Corp \| Initial Public Offering
PUBLIC OFFERING
Number of units sold	25,000,000
Purchase price, per unit	$ 10.00
MedTech Acquisition Corp \| Initial Public Offering \| Public Warrants
PUBLIC OFFERING
Exercise price of warrants	$ 11.50
MedTech Acquisition Corp \| Over-allotment option
PUBLIC OFFERING
Number of units sold	3,000,000
Purchase price, per unit	$ 10.00

FAIR VALUE MEASUREMENTS (Details) - MedTech Acquisition Corp - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Cash held in the Trust Account	$ 153,563	$ 200,884
Assets held in Trust Account	19,827,884	250,007,295
Cash withdrawn of interest income from the Trust Account	905,000	60,000
Proceeds from trust account in connection with redemption	232,371,273
U S Treasury securities
FAIR VALUE MEASUREMENTS
Cash held in the Trust Account	19,827,884
Cash withdrawn of interest income from the Trust Account	905,000	60,000
Proceeds from trust account in connection with redemption	$ 232,371,273
Money market funds
FAIR VALUE MEASUREMENTS
Assets held in Trust Account		$ 250,007,295

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A common stock subject to possible redemption reflected in the balance sheets reconciled (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Convertible preferred stock, beginning balance	$ 160,507,000
Convertible preferred stock, ending balance	164,006,000
MedTech Acquisition Corp
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Redemptions of Class A common stock	(232,371,273)
Accretion of carrying value to redemption value	2,171,303
MedTech Acquisition Corp \| Class A common stock subject to possible redemption
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Convertible preferred stock, beginning balance	250,000,000
Redemptions of Class A common stock	(232,371,273)
Accretion of carrying value to redemption value	(2,093,167)
Extension Deposit	78,136
Convertible preferred stock, ending balance	$ 19,800,030

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 14.E.Q2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

+ Details

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 12,398	$ 8,401
Cost of goods sold	2,258	1,193
Gross profit	10,140	7,208
Operating expenses:
Research and development	21,358	14,224
Sales and marketing	12,738	8,263
General and administrative	12,483	8,753
Loss from operations	(36,439)	(24,032)
Interest earned on marketable securities held in Trust Account	180
Interest expense	(1)	(1,761)
Loss on conversion of convertible notes		(3,416)
Loss on equity issuance	(8,312)
Change in fair value of tranche and warrant liabilities	(2,186)	(379)
Other income and expense, net	(420)	746
Loss before income taxes	(47,178)	(28,842)
Income tax benefit	(9)	(3)
Net loss available to common stockholders	(47,187)	(28,845)
Deemed dividend related to Series B-2 preferred stock down round provision	(2,829)
Net loss attributable to common stockholders	$ (50,016)	$ (28,845)
Basic net (loss) income per share	$ (161.55)	$ (131.65)
Diluted net (loss) income per share	$ (161.55)	$ (131.65)
Weighted average shares outstanding, basic	309,609	219,100
Weighted average shares outstanding, diluted	309,609	219,100

Share-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Compensation

Share-Based Compensation

(13)

Share-Based Compensation

We 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.

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Schedule of components of right-of-use assets, short-term lease liabilities and long-term lease liabilities

The components of right-of-use assets, short-term lease liabilities and long-term lease liabilities at December 31, 2022, is as follows:


	Operating		Finance
	Leases		Leases
Right-of-use assets	$	1,381	$	349	⁽¹⁾
Short-term lease liabilities	$	300	$	70
Long-term lease liabilities	$	1,429	$	164

(1)Net of accumulated depreciation, included in fixed assets

Schedule of components of lease expense

The components of lease expense for the year ended December 31, 2022, were as follows:


Operating lease expense	$	443
Finance lease expense:
Amortization of ROU assets		16
Interest on lease liabilities		4
Total finance lease expense		20
Total lease expense	$	463

Schedule of maturities of lease liabilities under noncancellable leases

Maturities of lease liabilities under noncancellable leases as of December 31, 2022, are as follows:


	Operating		Finance
	Leases		Leases
2023	$	429	$	87
2024		378		87
2025		205		77
2026		213		9
2027		219		7
Thereafter		884		—
Total undiscounted lease payments		2,328		267
Less imputed interest		(600)		(33)
Total lease liabilities	$	1,728	$	234

Schedule of future minimum lease payments

Future minimum lease payments for each of the five years ending December 31, 2021, were as follows:


2022	$	188
2023		194
2024		199
2025		205
2026		213
Thereafter		1,102
	$	2,101

Financial Instruments - Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 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		$ 0
Warrant liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	369	$ 391	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	369
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		4,702
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		$ 15,819
Settlements	25,409
Final net exercise	4,800
Issuances	$ 14,701

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(15)

Commitments and Contingencies

(16)Commitments and Contingencies

401(k) Plan

Legal Matters

November 18, 2021, and January 3, 2022, respectively. The settlement amounted to the contractual fee if we were to terminate the contract.

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2022

INCOME TAX

Schedule of company's net deferred tax

The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at December 31, 2022 and 2021, are presented below:


	2022		2021
Deferred tax assets:
NOL carryforwards	$	30,421	$	27,002
Fixed assets and intangibles		2,371		2,306
Accruals		815		108
Inventory		76		229
Other		87		—
Capitalized R&D expenses		4,613		—
Stock-based compensation expense		76		63
Total deferred income tax assets		38,459		29,708
Deferred tax liabilities:
Prepaid expenses		(101)		(78)
Total deferred income tax assets and liabilities		38,358		29,630
Less: valuation allowance		(38,358)		(29,630)
Net deferred income tax assets and liabilities	$	—	$	—

Schedule of income tax provision

The income tax expenses (benefits) from continuing operations for the years ended December 31, 2022 and 2021, are summarized as follows:


	2022		2021
Federal:
Current	$	—	$	—
Deferred		—		—
		—		—
State:
Current		9		3
Deferred		—		—
		9		3
Total	$	9	$	3

Schedule of reconciliation of the federal income tax rate to the company's effective tax rate

The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2022 and 2021, due to the following items:


	2022		2021
Statutory rate	21.0	%	21.0	%
State and local taxes	2.0		2.5
Change in valuation allowance	(19.0)		(20.0)
Other	1.0		(0.1)
Permanent differences	(5.0)		(3.4)
	—	%	—	%

MedTech Acquisition Corp

INCOME TAX

Schedule of company's net deferred tax


	December 31,		December 31,
	2022		2021
Deferred tax assets
Net operating loss carryforward	$	—	$	40,819
Organizational costs/start-up expenses		1,160,666		606,383
Total deferred tax assets		1,160,666		647,202
Valuation allowance		(1,160,666)		(647,202)
Deferred tax assets, net of allowance	$	—	$	—

Schedule of income tax provision


	For the Year Ended December 31,
	2022		2021
Federal
Current	$	570,854	$	—
Deferred		(513,464)		(625,111)
State and Local
Current		—		—
Deferred		—		—
Change in valuation allowance		513,464		625,111
Income tax provision	$	570,854	$	—

Schedule of reconciliation of the federal income tax rate to the company's effective tax rate


	December 31,		December 31,
	2022		2021
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Change in fair value of warrant liabilities	(20.1)	%	(34.1)	%
Change in valuation allowance	8.4	%	13.1	%
Income tax provision	9.3	%	(0.0)	%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net (loss) income per common stock (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Allocation of net (loss) income	$ (1,744,000)	$ (8,093,000)	$ (26,968,000)	$ (24,645,000)	$ (50,016,000)	$ (28,845,000)
Denominator:
Weighted average shares outstanding, basic	13,173,422	311,823	4,749,849	299,936	309,609	219,100
Weighted average shares outstanding, diluted	13,173,422	311,823	4,749,849	299,936	309,609	219,100
Basic net (loss) income per share	$ (0.13)	$ (25.95)	$ (5.68)	$ (82.17)	$ (161.55)	$ (131.65)
Diluted net (loss) income per share	$ (0.13)	$ (25.95)	$ (5.68)	$ (82.17)	$ (161.55)	$ (131.65)
MedTech Acquisition Corp \| Class A Common Stock
Numerator:
Allocation of net (loss) income					$ 4,369,839	$ 3,813,826
Denominator:
Weighted average shares outstanding, basic					23,358,326	25,000,000
Weighted average shares outstanding, diluted					23,358,326	25,000,000
Basic net (loss) income per share					$ 0.19	$ 0.15
Diluted net (loss) income per share					$ 0.19	$ 0.15
MedTech Acquisition Corp \| Class B Common Stock
Numerator:
Allocation of net (loss) income					$ 1,169,240	$ 953,457
Denominator:
Weighted average shares outstanding, basic					6,250,000	6,250,000
Weighted average shares outstanding, diluted					6,250,000	6,250,000
Basic net (loss) income per share					$ 0.19	$ 0.15
Diluted net (loss) income per share					$ 0.19	$ 0.15

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

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2022
MedTech Acquisition Corp
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On September 11, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In December 2020, the Company effected a stock dividend for 0.1 shares for each share of Class B common stock outstanding,resulting in 6,325,000 Founder Shares outstanding. As a result of the partial over-allotment exercised by the underwriters, 75,000 shares of Class B common stock were forfeited, and no shares remain subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing on December 22, 2020, to pay the Sponsor an amount not to exceed $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred $120,000, in fees for these services. For the year ended December 31, 2021, the Company incurred $120,000, in fees for these services. There were $240,000 and $120,000 included in accrued expenses for these services in the accompanying consolidated balance sheets at December 31, 2022 and 2021, respectively. Promissory Note — Related Party On December 30, 2021, the Company issued the 2021 Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $544,000. The 2021 Promissory Note is non-interest bearing. No amount shall be due under the 2021 Promissory Note if the Business Combination is not consummated on or before June 22, 2023 (or such earlier date as determined by the Board). As of December 31, 2022 and 2021, there was $544,000 outstanding under the 2021 Promissory Note. On January 28, 2022, the Company issued the 2022 Promissory Note I in the principal amount of up to $400,000 to the Sponsor. The 2022 Promissory Note is non-interest bearing. No amount shall be due under 2022 Promissory Note if the Business Combination is not consummated on or before June 22, 2023 (or such earlier date as determined by the Board). As of December 31, 2022 and 2021, there were amounts of $400,000 and $0 outstanding under the 2022 Promissory Note, respectively. On December 16, 2022, the Company issued the Extension Note, a promissory note in the aggregate principal amount of up to $468,821 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company the Extension Funds to deposit into the Trust Account for the Public Shares that were not redeemed in connection with the Extension. The Extension Note does not bear interest and is repayable in full upon the date of the consummation of an initial business combination. As of December 31, 2022 and 2021, there was $39,068 and $0 outstanding under Extension Note, respectively. On December 16, 2022, the Company issued the 2022 Promissory Note I, an unsecured promissory note in the principal amount of up to $1,000,000 to the Sponsor for working capital purposes, which may be drawn down from time to time upon request by the Company. The Working Capital Note does not bear interest and the principal amount will not be payable if the Company fails to complete its initial business combination within the Combination Period. As of December 31, 2022 and 2021, there was no outstanding under Working Capital Note, respectively. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants as described in Note 8. On May 24, 2022, the Company issued a promissory note in the principal amount of up to $1,500,000 to the Sponsor for working capital requirements and payment of certain expenses in connection the Company’s initial Business Combination (“Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and payable on the earlier of (i) the date of the initial Business Combination or (ii) the winding up of the Company. At any time prior to payment in full of the principal balance of the Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one share of Class A common stock of the Company (the “Conversion Warrants”), equal to (x) the portion of the principal amount of this Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The Conversion Warrants and their underlying securities are entitled to certain demand and piggyback registration rights as set forth in the Convertible Promissory Note. The Company determined that the fair value of the Convertible Promissory Note was par value. As of December 31, 2022 and 2021, the Company had $1,341,000 and $0, respectively, borrowings under the Working Capital Loans.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Dynavax Purchase

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Dynavax Purchase

(14)

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.

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.

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.

Convertible Preferred Stock, Dividends (Details)	12 Months Ended
Convertible Preferred Stock, Dividends (Details)	Dec. 31, 2022 $ / shares
Series A-1 preferred stock
Convertible Preferred Stock
Per annum preferred dividend rates	$ 3.97000
Series A-2 preferred stock
Convertible Preferred Stock
Per annum preferred dividend rates	1.26000
Series A-3 preferred stock
Convertible Preferred Stock
Per annum preferred dividend rates	1.4000
Series A-4 preferred stock
Convertible Preferred Stock
Per annum preferred dividend rates	1.29000
Series A-5 preferred stock
Convertible Preferred Stock
Per annum preferred dividend rates	1.4300
Series A-6 preferred stock
Convertible Preferred Stock
Per annum preferred dividend rates	1.62
Series B preferred stock
Convertible Preferred Stock
Per annum preferred dividend rates	0.980
Series B-1 preferred stock
Convertible Preferred Stock
Per annum preferred dividend rates	1.140
Series B-2 preferred stock
Convertible Preferred Stock
Per annum preferred dividend rates	1.140
Series B-3 preferred stock
Convertible Preferred Stock
Per annum preferred dividend rates	$ 0.170

Convertible Preferred Stock, activity in convertible preferred stock (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Convertible Preferred Stock
Convertible preferred stock, beginning balance	$ 164,006	$ 160,507	$ 160,507	$ 55,975
Issuances	39,968	3,499	3,499	104,532
Convertible preferred stock, ending balance		164,006	164,006	160,507
Series A-1 preferred stock
Convertible Preferred Stock
Convertible preferred stock, beginning balance	6,065	6,065	6,065	6,065
Convertible preferred stock, ending balance			6,065	6,065
Series A-2 preferred stock
Convertible Preferred Stock
Convertible preferred stock, beginning balance	8,976	8,976	8,976	8,976
Convertible preferred stock, ending balance			8,976	8,976
Series A-3 preferred stock
Convertible Preferred Stock
Convertible preferred stock, beginning balance	10,611	10,611	10,611	10,611
Convertible preferred stock, ending balance			10,611	10,611
Series A-4 preferred stock
Convertible Preferred Stock
Convertible preferred stock, beginning balance	1,993	1,993	1,993	1,993
Convertible preferred stock, ending balance			1,993	1,993
Series A-5 preferred stock
Convertible Preferred Stock
Convertible preferred stock, beginning balance	12,858	12,858	12,858	12,858
Convertible preferred stock, ending balance			12,858	12,858
Series A-6 preferred stock
Convertible Preferred Stock
Convertible preferred stock, beginning balance	15,476	15,476	15,476	15,472
Issuances				4
Convertible preferred stock, ending balance			15,476	15,476
Series B preferred stock
Convertible Preferred Stock
Convertible preferred stock, beginning balance	84,528	84,528	84,528
Issuances				84,528
Convertible preferred stock, ending balance			84,528	84,528
Series B-1 preferred stock
Convertible Preferred Stock
Convertible preferred stock, beginning balance	$ 23,499	$ 20,000	20,000
Issuances			3,499	20,000
Convertible preferred stock, ending balance			$ 23,499	$ 20,000

Inventory

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Inventory Disclosure [Abstract]

Inventory

(6)

Inventory

The components of inventory are summarized as follows:


	September 30,		December 31,
	2023		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.

(5)Inventory

The components of inventory at December 31 are summarized as follows:


	2022		2021
Raw materials	$	753	$	646
Finished goods		718		646
Inventory, net	$	1,471	$	1,292

The finished goods amounts in the table above include a reserve for excess inventory of $43 and $97 as of December 31, 2022 and 2021, respectively.

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Change in deferred tax assets valuation amount	$ 8,728	$ 5,779
Unrecognized tax benefits	$ 0	$ 0
Deferred tax assets change in valuation percentage	100.00%

Long-Lived Assets

12 Months Ended

Dec. 31, 2022

Long-Lived Assets

Long-Lived Assets

(6)Long-Lived Assets

Property and Equipment

Property and equipment as of December 31 consists of the following:


	Useful Life
	(Years)	2022		2021
Machinery and equipment	5 – 7	$	2,795	$	2,031
Computers and software	2		602		672
Furniture	5		475		448
Leasehold improvements	5		772		783
Other property	7		12		12
			4,656		3,946
Less accumulated depreciation			(2,425)		(2,149)
		$	2,231	$	1,797

Depreciation expense for property and equipment for the years ended December 31, 2022 and 2021, was $276 and $361, respectively. The Company did not recognize any impairment losses for the years ended December 31, 2022 and 2021, other than a loss on disposal of $310 in 2022.

Intangible Assets

Intangible assets consist entirely of patent costs that provide the Company with rights, titles, and interests in the development of certain processes, discoveries, and inventions with the right to commercialize that are probable of future economic benefits. Patent costs associated with pharmaceutical intellectual property are expensed as incurred as future economic benefits are not deemed to be probable. Intangible assets are recorded at cost and are amortized over the estimated life of the patents, based on the approval and expiration dates applicable to each patent — typically 20 years — on a straight-line basis. Amortization expense related to intellectual property for 2022 and 2021 was $122 and $103, respectively. We did not record any impairment losses in 2022 or 2021. The estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows:


2023		65
2024		65
2025		65
2026		65
2027		65
Thereafter		477
	$	802

Net Loss per Share

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Earnings Per Share [Abstract]

Net Loss per Share

(12)

Net Loss per Share


	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

(14)Net Loss per Share


	December 31,
	2022	2021
Preferred stock	12,330,395	11,376,970
Preferred stock warrants	2,878,519	46,111
Common stock warrants	—	1,446
Options to purchase common stock	1,671,076	1,307,079
	16,879,990	12,731,606

Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands				1 Months Ended							3 Months Ended	9 Months Ended		12 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	Jul. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Nov. 30, 2020 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)
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	$ 458
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												99.2
Proceeds from exercise of preferred stock warrants \| $												$ 9,630	$ 0		$ 117
Transfer of warrant liability to preferred stock upon exercise of warrants \| $												$ 25,409	0
Derivative liability, measurement input											0	0
Enterprise value \| $												$ 220,000
Loss on equity issuance \| $												$ 4,171	$ 0	$ 8,312
Measurement Input, Discount Rate
Temporary Equity [Line Items]
Derivative liability, measurement input														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
Transfer of warrant liability to preferred stock upon exercise of warrants \| $												$ 106
Tranche Two
Temporary Equity [Line Items]
Percentage of shares committed					49.7	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	$ 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					1		1
Percentage of then-outstanding preferred stock on an as-converted to common stock basis												99.2
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, price per share (in dollars per share) \| $ / shares							$ 14.16
Consideration received, potential increased amount \| $							$ 9,755
Number of shares issued in transaction, potential increased amount (in shares)							706,243
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					1		1
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 \| Series B
Temporary Equity [Line Items]
Proceeds from exercise of preferred stock warrants \| $												$ 4,771,642
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					1.275		1.155
Series A-2
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 12.14		$ 0.33
Conversion ratio					1.290		1.173
Series A-3
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 13.36		$ 0.37
Conversion ratio					1.303		1.162
Series A-4
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 12.55		$ 0.34
Conversion ratio					1.277		1.165
Series A-5
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 13.36		$ 0.37
Conversion ratio					1.333		1.189
Series A-6
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 14.97		$ 0.42
Conversion ratio					1.351		1.190
Proceeds from exercise of preferred stock warrants \| $										$ 19
Series B
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 9.71		$ 0.26
Conversion ratio					1.250		1.154
Proceeds from exercise of preferred stock warrants \| $								$ 117	$ 117
Series B \| Series B
Temporary Equity [Line Items]
Warrants exercised (in shares)												11,123
Proceeds from exercise of preferred stock warrants \| $												$ 4
Series B-1
Temporary Equity [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 10.93		$ 0.30
Conversion ratio					1.296		1.167

Income Taxes - Summary of income tax expenses (benefits) from continuing operations (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
State:
Current			$ 9	$ 3
Total State			9	3
Income tax provision	$ 8	$ 3	$ 9	$ 3

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAX

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

INCOME TAX

INCOME TAX

(10)

Income Taxes

(8)Income Taxes

The income tax expenses (benefits) from continuing operations for the years ended December 31, 2022 and 2021, are summarized as follows:


	2022		2021
Federal:
Current	$	—	$	—
Deferred		—		—
		—		—
State:
Current		9		3
Deferred		—		—
		9		3
Total	$	9	$	3

The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2022 and 2021, due to the following items:


	2022		2021
Statutory rate	21.0	%	21.0	%
State and local taxes	2.0		2.5
Change in valuation allowance	(19.0)		(20.0)
Other	1.0		(0.1)
Permanent differences	(5.0)		(3.4)
	—	%	—	%

The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at December 31, 2022 and 2021, are presented below:


	2022		2021
Deferred tax assets:
NOL carryforwards	$	30,421	$	27,002
Fixed assets and intangibles		2,371		2,306
Accruals		815		108
Inventory		76		229
Other		87		—
Capitalized R&D expenses		4,613		—
Stock-based compensation expense		76		63
Total deferred income tax assets		38,459		29,708
Deferred tax liabilities:
Prepaid expenses		(101)		(78)
Total deferred income tax assets and liabilities		38,358		29,630
Less: valuation allowance		(38,358)		(29,630)
Net deferred income tax assets and liabilities	$	—	$	—

As of December 31, 2022, we had net operating losses (“NOLs”) as follows (the NOLs which do not expire are subject to an annual utilization limitation of 80% of taxable income):


	December 31, 2022
	Federal		State
NOLs expiring between 2029 and 2037	$	43,912	$	67,380
NOLs which do not expire		82,009		18,398
Total NOLs	$	125,921	$	85,778

Our federal and state returns for all years remain open to examination by tax authorities.

MedTech Acquisition Corp

INCOME TAX

INCOME TAX

NOTE 9. INCOME TAX

The Company’s net deferred tax assets for the year ended December 31, 2022 and 2021 are as follows:


	December 31,		December 31,
	2022		2021
Deferred tax assets
Net operating loss carryforward	$	—	$	40,819
Organizational costs/start-up expenses		1,160,666		606,383
Total deferred tax assets		1,160,666		647,202
Valuation allowance		(1,160,666)		(647,202)
Deferred tax assets, net of allowance	$	—	$	—

The income tax provision for the years ended December 31, 2022 and 2021 consisted of the following:


	For the Year Ended December 31,
	2022		2021
Federal
Current	$	570,854	$	—
Deferred		(513,464)		(625,111)
State and Local
Current		—		—
Deferred		—		—
Change in valuation allowance		513,464		625,111
Income tax provision	$	570,854	$	—

As of December 31, 2022 and 2021, the Company had a U.S. federal net operating loss carryover of approximately $0 and $194,000 available to offset future taxable income, respectively.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $513,464 and $625,111,respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:


	December 31,		December 31,
	2022		2021
Statutory federal income tax rate	21.0	%	21.0	%
State taxes, net of federal tax benefit	0.0	%	0.0	%
Change in fair value of warrant liabilities	(20.1)	%	(34.1)	%
Change in valuation allowance	8.4	%	13.1	%
Income tax provision	9.3	%	(0.0)	%

The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

- Definition

+ References

+ Details

Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Oct. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENTS
Transfers between levels	$ 0		$ 0
Series B-2 preferred stock
FAIR VALUE MEASUREMENTS
Percentage of then outstanding shares on an as-converted to common stock basis, offered		99.20%
Warrant liabilities
FAIR VALUE MEASUREMENTS
Liabilities	15,819	$ 11,966
Tranche rights and obligations associated with the second tranche
FAIR VALUE MEASUREMENTS
Liabilities	2,250	3,109
Tranche rights and obligations associated with the third tranche
FAIR VALUE MEASUREMENTS
Liabilities	2,452	$ 3,238
Carrying amount \| Warrant liabilities
FAIR VALUE MEASUREMENTS
Liabilities	16,188		391
Carrying amount \| Tranche liabilities
FAIR VALUE MEASUREMENTS
Liabilities	$ 4,702		$ 0

COMMITMENTS AND CONTINGENCIES

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

(15)

Commitments and Contingencies

(16)Commitments and Contingencies

401(k) Plan

Legal Matters

November 18, 2021, and January 3, 2022, respectively. The settlement amounted to the contractual fee if we were to terminate the contract.

MedTech Acquisition Corp

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on December 17, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. These holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Raymond James Agreements

Raymond James & Associates, Inc. (“Raymond James”) was originally engaged by the Company to act as sole manager for the Initial Public Offering and would be entitled to a deferred underwriting fee of $8,750,000 upon the consummation of a Business Combination. In connection with the entry into the Merger Agreement with TriSalus, on November 11, 2022, the Company and Raymond James amended that certain Underwriting Agreement, dated December 17, 2020, pursuant to which, Raymond James agreed

to waive the foregoing deferred underwriting fee in its entirety if the proposed Business Combination between the Company and TriSalus is consummated. Raymond James was separately engaged by the Company to act as its investment banking advisor in connection with a Business Combination, and will receive customary fees for its services in that role if the Business Combination with TriSalus is consummated. The Company also engaged Raymond James to act as sole placement agent for an institutional debt financing that resulted in the Company’s entry into the non-binding term sheet with Magnetar Capital LLC (“Magnetar”). In consideration for its services as the Company’s investment banking advisor and its services as placement agent, Raymond James will be entitled to receive an aggregate fee ranging between $3 million to $4.5 million from the Company at the closing of the Business Combination with TriSalus plus expense reimbursements, depending on the amount raised in the institutional debt financing with Magnetar and/or other institutional investors, excluding any incremental fee consideration for exercise of the greenshoe. If the Company is unable to consummate the Business Combination with TriSalus or is unable to obtain private financing in connection with the Business Combination with TriSalus, then Raymond James will not receive any compensation for its investment banking advisory or placement agent services, respectively.

Contingent Professional Fees

The Company incurred legal fees of $508,525 and investment advisory fees of $400,000, which were contingent upon the consummation of the Memic Business Combination. On March 12, 2022, the Memic Business Combination was terminated, as such, the incurred contingent legal and investment advisory fees are no longer due. These fees were not recorded on the Company’s consolidated balance sheets, therefore no reversal was required.

The company incurred legal fees of $479,262, which are contingent on the consummation of the Merger with TriSalus. These fees were not recorded on the Company’s consolidated balance sheet.

Business Combination Agreement

On August 12, 2021, the Company entered into the Business Combination Agreement (the “Memic Business Combination Agreement”) with Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (“Memic”), and Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Memic (“Merger Sub”).

Termination of Business Combination Agreement

On March 10, 2022, the Company, Memic and Merger Sub entered into a Termination of Business Combination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement. The termination of the Business Combination Agreement was effective as of March 9, 2022.

As a result of the termination of the Business Combination Agreement, the Business Combination Agreement, along with any Transaction Agreement (as defined in the Business Combination Agreement) entered into in connection therewith, are void and there is no liability under either of the Business Combination Agreement or any Transaction Agreement on the part of any party thereto (including, without limitation, under the SPAC Sponsor Letter Agreement by and among Memic, the Sponsor, and the other parties signatory thereto dated August 12, 2021). Pursuant to the Termination Agreement, subject to certain exceptions, the Company, Memic and Merger Sub have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the business combination.

Merger Agreement

On November 11, 2022, the Company (herein referred to as “MTAC” in this Note 6), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MTAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of MTAC (“Merger Sub”), and TriSalus Life Sciences, Inc., a Delaware corporation (“TriSalus”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into TriSalus (the “Merger”), with TriSalus surviving the Merger in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of MTAC (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “TriSalus Business Combination”). The TriSalus Business Combination is subject to certain closing conditions. Upon consummation of the TriSalus Business Combination, MTAC will be renamed “TriSalus Life Sciences, Inc.”

Merger Consideration

The aggregate consideration payable to the stockholders of TriSalus at the closing of the TriSalus Business Combination (the “Closing”) is $220,000,000, payable solely in shares of MTAC common stock, par value $0.0001 per share (“Common Stock”), valued at $10.00 per share (the “Closing Merger Consideration”). Immediately prior to the Closing, the shares of Class A Common Stock of MTAC and the warrants to purchase shares of Class A Common Stock of MTAC issued to the public that comprise each issued and outstanding Unit will be automatically separated, if not already separated prior to such time, and the holder thereof shall be deemed to hold one share of Class A Common Stock of MTAC and one-third of one warrant to purchase Class A Common Stock; provided that any fractional warrants issuable to a holder upon the separation of the Units will be rounded down to the nearest whole number of warrants. Following the separation of the Units but prior to the Closing, the Class B Common Stock of MTAC will automatically convert into Class A Common Stock, and pursuant to the proposed amended and restated certificate of incorporation of MTAC to be effective immediately prior to the effective time of the Merger, if approved by MTAC’s stockholders, Class A Common Stock and Class B Common Stock will be reclassified into a single class of Common Stock.

Immediately prior to the Closing, each share of TriSalus’ issued and outstanding preferred stock will automatically convert into shares of TriSalus common stock (the “Preferred Conversion”), and all in-the-money TriSalus warrants that would be exercised or otherwise exchanged in full in accordance with their terms by virtue of the occurrence of the TriSalus Business Combination will be exercised for shares of TriSalus common stock, such that the holders thereof will receive Closing Merger Consideration as holders of TriSalus common stock. TriSalus warrants that are out-of-the-money will be cancelled for no consideration immediately prior to the Closing. At the time of the TriSalus Business Combination, the outstanding options for shares of TriSalus common stock under TriSalus’ equity plan will be assumed by MTAC and converted into options to purchase Common Stock (the “Assumed Equity”).

Representations, Warranties and Covenants

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto, including, among other things, covenants with respect to the conduct of MTAC and TriSalus during the period between execution of the Merger Agreement and the Closing, including the parties’ agreement not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transactions. The representations, warranties and covenants made under the Merger Agreement will not survive the Closing; provided, however, that any covenants that are to be performed at or after the Closing shall survive until such covenant has been performed or satisfied pursuant to their terms. Each of MTAC and TriSalus have agreed to use their commercially reasonable efforts to cause the TriSalus Business Combination to be consummated as soon as practicable.

Termination

The Merger Agreement may be terminated prior to the Closing under certain circumstances, including, among others, (i) by written consent of TriSalus and MTAC, (ii) by written notice from either MTAC or TriSalus, if (A) the Closing has not occurred on or before December 22, 2022, as such date may be extended to match the extension of the last date for MTAC to consummate a Business Combination under its certificate of incorporation (currently June 22, 2023) obtained by MTAC stockholder approval (the “Outside Date”), unless the terminating party’s failure to comply in any material respect with its obligations under the Merger Agreement shall have contributed to the failure of the Closing to have occurred on or prior to the Outside Date, (B) the consummation of the TriSalus Business Combination is permanently enjoined, (C) MTAC does not obtain stockholder approval of the TriSalus Business Combination at the special meeting at which such approval shall be voted upon, or (D) by March 31, 2023, MTAC shall not have obtained commitments for private financing of at least $40,000,000 in support of the TriSalus Business Combination, (iii) by written notice from either MTAC or TriSalus, in the event that the other party breaches any of its representations, warranties, covenants or other agreements under the Merger Agreement that would result in the failure of the conditions to MTAC’s or TriSalus’ obligation to consummate the TriSalus Business Combination and such breach has not been cured by the breaching party within 30 days after receiving notice of such breach, (iv) by TriSalus at any time prior to the approval of the TriSalus Business Combination by MTAC’s public stockholders, if the board of directors of MTAC has made a change in recommendation to its stockholders regarding the TriSalus Business Combination, and (v) by written notice to TriSalus from MTAC, if TriSalus does not obtain stockholder approval within 25 days after delivering an information statement regarding the TriSalus Business Combination to its stockholders.

For additional information, refer to MTAC’s Current Report on Form 8-K, as filed with the SEC on November 14, 2022.