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United States securities and exchange commission logo
September 27, 2023
Mary Szela
Chief Executive Officer
TriSalus Life Sciences, Inc.
6272 W. 91st Ave.
Westminster, Colorado 80031
Re: TriSalus Life
Sciences, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed September 1,
2023
File No. 333-274292
Dear Mary Szela:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1 filed September 1, 2023
Cover Page
1. We note your disclosure
of the purchase price for certain securities being registered for
resale. For each of the
securities being registered for resale, disclose the price that the
selling securityholders
paid for such securities.
Prospectus Summary, page 1
2. Here and in your risk
factors, use of proceeds and management's discussion and analysis,
and elsewhere where you
address your recent trading prices as compared to the warrant
exercise price, please
revise to clarify that your warrants are out of the money and it is
unlikely that warrant
holders would exercise your warrants while the trading price is
below the warrant
exercise price. In addition, we note that your disclosure does not
Mary Szela
TriSalus Life Sciences, Inc.
September 27, 2023
Page 2
present a clear view of your liquidity expectations. We note, for
example:
Disclosure in the liquidity discussion on pages 76-77, wherein
you state, "We believe
that the proceeds from the Business Combination and [the July
2023] exercise of
warrants should be sufficient to fund our operations through key
data read-outs
expected in mid-2024. However, unless we are able to raise
additional capital, we do
not currently expect that our existing cash and cash equivalents,
including cash
received in connection with the Business Combination will be
sufficient to fund our
projected liquidity requirements for the next 12 months, creating
substantial doubt
about our ability to continue as a going concern."
The liquidity discussion refers to the section addressing
"Funding Requirements,"
wherein you state, "We will likely require additional capital in
the near term
in order to continue to fund our operations through equity or
debt financings,
partnerships, collaborations, or other sources which may not be
available on a timely
basis, on favorable terms, or at all, and such capital, if
obtained, may not be sufficient
to enable us to continue to implement our long-term business
strategy."
Please revise your cover page, summary, risk factors, use of proceeds,
and MD&A to
clarify the ability of your company to fund your operations on a
prospective basis with
your current cash on hand.
3. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. To the extent you have not
done so, highlight any
differences in the current trading price, the prices that the Sponsor,
PIPE investors and
other selling securityholders acquired their shares and warrants, and
the price that the
public securityholders acquired their shares and warrants. Disclose
that while the Sponsor,
PIPE investors and other selling securityholders may experience a
positive rate of return
based on the current trading price, the public securityholders may not
experience a similar
rate of return on the securities they purchased due to differences in
the purchase prices and
the current trading price. Please also disclose the potential profit
the selling
securityholders will earn based on the current trading price. Lastly,
please include
appropriate risk factor disclosure.
Risk Factors
Sales of our Common Stock and/or Warrants or the perception of such sales, by
us or the selling
securityholders pursuant to this prospectus, page 57
4. We note the risk factor on page 59 addressing the potential negative
pressure potential
sales by the selling securityholders may have on your security prices.
Please revise the
FirstName LastNameMary Szela
risk factor to state the purchase price the various selling security
holders paid for their
Comapany NameTriSalus
securities Life Sciences,
being registered Inc.in addition to the price paid
originally for the
for resale,
Founder
September Shares.
27, 2023 Page 2
FirstName LastName
Mary Szela
FirstName LastNameMary
TriSalus Life Sciences, Inc.Szela
Comapany 27,
September NameTriSalus
2023 Life Sciences, Inc.
September
Page 3 27, 2023 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
66
5. We note that the projected revenues for 2023 were $19.2 million, as
set forth in the
unaudited prospective financial information management prepared and
provided to the
Board, the company s financial advisors and the SPAC in connection
with the evaluation
of the Business Combination. We also note that your actual revenues
for the six months
ended June 30, 2023 was approximately $7.6 million. It appears that
you will miss your
2023 revenue projection. Please update your disclosure in Liquidity
and Capital
Resources, and elsewhere, to provide updated information about the
company s financial
position and further risks to the business operations and liquidity in
light of these
circumstances.
Liquidity and capital Resources, page 75
6. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the common
stock, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination.
7. We note your disclosure that this offering involves the potential sale
of a substantial
portion of shares for resale and that such sales could impact the
market price of the
company s common stock. Please expand your disclosure to highlight
the fact that a
number of beneficial owners of more than 5% will be able to sell all
of their shares for so
long as the registration statement of which this prospectus forms a
part is available for
use. In providing this disclosure, please include the number of
beneficial owners of more
than 5% of your shares that are participating in the offering.
General
8. Please revise to update your disclosures throughout the filing and
address areas that
appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
where disclosure should be updated are as follows:
To the extent applicable, revise the risk factors and other
areas of the document to
clarify the current stage of clinical development for your
product candidates, and
whether you have made any determination with respect to seeking
expedited approval
pathways or orphan drug status (pages 13, 29-31, 96 and 98-103).
We note the
product pipeline in the investor presentation submitted with your
Form 8-K filed
September 1, 2023, does not correspond with the disclosure on
page 98;
Update the disclosure regarding the CARES Act, and the status
of related legislation
(pages 35-36);
Update the status of your patents and patent applications,
which currently are stated
as of July 16, 2023, and your progress in notifying certain
foreign patent offices of
Mary Szela
FirstName LastNameMary
TriSalus Life Sciences, Inc.Szela
Comapany 27,
September NameTriSalus
2023 Life Sciences, Inc.
September
Page 4 27, 2023 Page 4
FirstName LastName
your ownership of foreign patent rights related to SD-101 (pages
44-45 and 48 and
110-113);
Update the disclosure regarding the impact of new tax laws and
management's
remediation plans regarding the material weaknesses in your
internal controls (page
55);
Update the risk factors related to the market for your
securities and price volatility
(page 56);
Revise to clarify that your warrants are exercisable (page 59);
Revise the risk factors to clarify that your current charter
contains an exclusive forum
provision, rather than it "will provide" that federal district
courts will be the sole and
exclusive forum (page 62);
Update the recent developments on page 68; and
Please update the status of the transactions described in
"Certain Relationships and
Related Party Transactions," beginning on page 155, to the extent
the transactions do
not reflect the effects of the business combination.
9. Please revise the first paragraph on the cover page, and the
prospectus generally, to
remove the registration of these private placement shares:
"up to 4,933,333 shares of Common Stock that are issuable upon
the exercise of
4,933,333 warrants (the Private Placement Warrants ) held by
MedTech Acquisition
Sponsor LLC, a Delaware limited liability company (the Sponsor
), originally
issued in a private placement in connection with the initial
public offering of
MedTech Acquisition Corporation ( MTAC )," and
"up to 1,000,000 shares of Common Stock that are issuable upon
the exercise of
1,000,000 conversion warrants issuable upon the conversion of the
promissory note
issued by MTAC to the Sponsor for working capital requirements
and payment of
certain expenses in connection with a potential business
combination transaction (the
Conversion Warrants . . .)."
For guidance, please refer to Securities Act Section 5 Compliance and
Disclosure
Interpretation ("C&DI) 139.09.
10. The company seeks to register "(c) up to 15,575,001 shares of Common
Stock issued
pursuant to that Agreement and Plan of Merger, dated as of November
11, 2022, as
amended on April 4, 2023, May 13, 2023 and July 5, 2023, by and among
MTAC, MTAC
Merger Sub, Inc. and TriSalus Operating Life Sciences, Inc. ('Legacy
TriSalus') to certain
former equityholders of Legacy TriSalus," as noted in the second
paragraph on the cover
page. As TriSalus merged into the SPAC merger subsidiary, these
affiliates are deemed to
be underwriters, and must set a price at which the shares will be sold
pursuant to the
prospectus. Refer to Securities Act Rule 145(c). Please revise the
prospectus
accordingly.
11. We note the disclosure on page 167 regarding the "number of PIPE
shares registered for
sale to each Selling Shareholder holding Series A Convertible
Preferred stock." As you
Mary Szela
TriSalus Life Sciences, Inc.
September 27, 2023
Page 5
are not registering the sale to each Selling Shareholder, please revise
this disclosure to be
consistent with the cover page.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Nicholas O'Leary at 202-551-4451 or Abby Adams at
202-551-6902 with
any questions.
Sincerely,
FirstName LastNameMary Szela Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameTriSalus Life Sciences, Inc.
Services
September 27, 2023 Page 5
cc: Matt Browne, Esq.
FirstName LastName