0001104659-24-047939 | POS AM | XBRL Viewer | Trisalus Life Sciences INC

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Components of Income Tax Expense (Benefit)

The income tax expenses (benefits) from continuing operations for the years ended December 31, 2023 and 2022, are summarized as follows:


	2023		2022
Federal:
Current	$	—	$	—
Deferred		—		—
		—		—
State:
Current		9		9
Deferred		—		—
		9		9
Total	$	9	$	9

Schedule of Effective Income Tax Rate Reconciliation

The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2023 and 2022, due to the following items:


	2023		2022
Statutory rate	21.0	%	21.0	%
State and local taxes	3.4		2.0
Change in valuation allowance	(22.0)		(19.0)
Disallowed interest expense on convertible debt	—		—
Prior year true-up	1.0		1.0
Permanent differences	(3.4)		(5.0)
	—	%	—	%

Schedule of Deferred 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, 2023 and 2022, are presented below:


	2023		2022
Deferred tax assets:
NOL carryforwards	$	37,322	$	30,421
Fixed assets and intangibles		2,565		2,371
Accruals		1,115		815
Inventory		222		76
Charitable contributions		37		35
Right-of-use assets		46		52
Capitalized R&D expenses		10,176		4,613
Stock-based compensation expense		305		76
Total deferred income tax assets		51,788		38,459
Deferred tax liabilities:
Prepaid expenses		(470)		(101)
Total deferred income tax assets and liabilities		51,318		38,358
Less: valuation allowance		(51,318)		(38,358)
Net deferred income tax assets and liabilities	$	—	$	—

Summary of Operating Loss Carryforwards

As of December 31, 2023, 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, 2023
	Federal		State
NOLs expiring between 2029 and 2037	$	43,912	$	81,902
NOLs which do not expire		109,966		26,351
Total NOLs	$	153,878	$	108,253

Net Loss per Share

12 Months Ended

Dec. 31, 2023

Net Loss Per Share

Net Loss per Share

(16)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, 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:


	December 31,
	2023	2022
Preferred stock	4,015,002	12,330,395
Preferred stock warrants	—	2,878,519
Public and private warrants	14,215,112	—
Options to purchase common stock	3,666,234	1,671,076
	21,896,348	16,879,990

As described in Note (14) Convertible Preferred Stock, 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 $2,981 was recorded as an increase in the net loss attributable to common stockholders reflected in our consolidated statement of operations for the year ended December 31, 2023. This deemed dividend increased the net loss per common share by $0.32 for the year ended December 31, 2023.

Financial Instruments - Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in Unrealized (Gains) Losses	$ (10,295)
Warrant liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in Unrealized (Gains) Losses	14,368
Issuances (Settlements)	2,548
Ending balance	16,916
Warrant liability \| Prior To Business Combination
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	369	$ 391
Change in Unrealized (Gains) Losses	(107)	(22)
Issuances (Settlements)	(262)	0
Net Transfer In (Out) of Level 3	0	0
Ending balance	0	369
Contingent earnout liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in Unrealized (Gains) Losses	(10,295)
Issuances (Settlements)	28,927
Ending balance	18,632
Series B-2 tranche liabilities \| Prior To Business Combination
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	4,702	0
Change in Unrealized (Gains) Losses	(3,200)	(1,645)
Issuances (Settlements)	(1,502)	6,347
Net Transfer In (Out) of Level 3	0	0
Ending balance	0	4,702
Series B-3 warrant liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuances	14,701
Settlements	25,409
Final net exercise	4,800
Series B-3 warrant liabilities \| Prior To Business Combination
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	15,819	0
Change in Unrealized (Gains) Losses	(311)	3,853
Issuances (Settlements)	(15,508)	11,966
Net Transfer In (Out) of Level 3	0	0
Ending balance	0	$ 15,819
SEPA derivative liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in Unrealized (Gains) Losses	2
Issuances (Settlements)	183
Ending balance	$ 185

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Financial Instruments

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

The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities for the years ended December 31, 2023 and 2022:


	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


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		December 31,
Liabilities	2022		(Gains) Losses		(Settlements)			Level 3		2023
Warrant liability	$	369	$	(107)	$	(262)		$	—	$	—
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

The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability and SEPA derivative liability for the year ended December 31, 2023. The warrant, earnout liability, and SEPA derivative liabilities were not present for the year ended December 31, 2022.


	Fair Value at		Change in				Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances		In (Out) of		December 31,
Liabilities	2022		(Gains) Losses		(Settlements)		Level 3		2023
Warrant liabilities	$	—	$	14,368	$	2,548	$	—	$	16,916
Contingent earnout liability	$	—	$	(10,295)	$	28,927	$	—	$	18,632
SEPA derivative liability	$	—	$	2	$	183	$	—	$	185

Stockholders' Equity - Schedule of Stock by Class (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)	48,081,610	19,194,622
Employee Stock
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)	1,396,252
Total Equity Awards
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)	7,181,537	2,103,489
Stock options and restricted stock units outstanding
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)	3,666,234	1,671,076
Shares available for future grant
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)	3,515,303	432,413
Warrants
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)	14,266,666	2,878,517
Public Warrants
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)	8,333,333
Private Placement Warrants
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)	5,933,333
Warrants to purchase Series A-5 preferred stock
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		5,010
Warrants to purchase Series A-6 preferred stock
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		6,179
Warrants to purchase Series B preferred stock
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		42,354
Warrants to purchase Series B-3 preferred stock
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		2,824,974
Preferred stock
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)	25,237,155	14,212,616
Series A convertible preferred stock (assuming maximum conversion)
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)	25,237,155	0
Series A-1
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		152,188
Series A-2
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		675,638
Series A-3
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		712,198
Series A-4
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		148,834
Series A-5
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		868,487
Series A-6
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		953,163
Series B
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		8,059,581
Series B-1
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		1,936,284
Series B-2
Class of Stock [Line Items]
Total common stock available for future issuance (in shares)		706,243

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (59,038)	$ (47,187)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	702	398
Loss on equity issuance	4,353	8,312
Change in fair value of tranche and warrant liabilities	10,855	2,186
Change in fair value of contingent earnout liabilities	(10,293)	0
Share-based compensation expense	1,402	368
Loss on disposal of fixed assets	44	310
Loss on impairment of intangible assets	190	0
Milestone payment to Dynavax	1,000	1,000
Changes in operating assets and liabilities:
Accounts receivable	(1,979)	(200)
Inventory	(1,073)	(179)
Prepaid expenses	1,032	(2,592)
Operating lease right-of-use assets	202	112
Operating lease liabilities	(281)	(87)
Trade payables, accrued expenses and other liabilities	2,839	5,246
Net cash used in operating activities	(50,045)	(32,313)
Cash flows from investing activities:
Purchases of property and equipment	(588)	(655)
Milestone payment to Dynavax	(1,000)	(1,000)
Cash paid for intellectual property and licenses	(533)	(131)
Net cash used in investing activities	(2,121)	(1,786)
Cash flows from financing activities:
Proceeds from the issuance of preferred stock, net of costs of $0 and $242, in the years ended December 31, 2023 and 2022, respectively	9,189	13,499
Proceeds from exercise of preferred stock warrants	9,630	0
Purchase of common stock warrants	(20)	0
Proceeds from Business Combination	36,854	0
Offering costs related to Business Combination	(1,116)	0
Payments on finance lease liabilities	(87)	(131)
Cash proceeds from the exercise of stock options for common stock	179	94
Net cash provided by financing activities	54,629	13,462
Increase (decrease) in cash, cash equivalents and restricted cash	2,463	(20,637)
Cash, cash equivalents and restricted cash, beginning of period	9,664	30,301
Cash, cash equivalents and restricted cash, end of period	12,127	9,664
Cash paid during the year for:
Income taxes	14	9
Supplemental disclosure of noncash items:
Fixed asset purchases included in trade payables and accrued expenses	19	12
Transfer of warrant liability to preferred stock upon exercise of warrants	$ 25,409	$ 0

Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Cash Flows [Abstract]
Preferred stock issuance costs	$ 0	$ 242

Stockholders' Equity - Common Stock (Details) - shares	Dec. 31, 2023	Dec. 31, 2022
Stockholders' Equity
Common stock, shares authorized (in shares)	400,000,000	30,898,162

Long-Lived Assets - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 684	$ 276
Loss on disposal	44	310
Amortization expense related to intellectual property	18	122
Impairment loss	$ 190	$ 0
Patents
Property, Plant and Equipment [Line Items]
Estimated useful life	20 years

Consolidated Statements of Stockholders' Deficit - USD ($)	Preferred stock	Common stock	Additional paid-in capital	Accumulated deficit	Total
Beginning balance (in shares) at Dec. 31, 2021	0
Balance, beginning of period at Dec. 31, 2021	$ 0	$ 0	$ 6,737,000	$ (136,342,000)	$ (129,605,000)
Balances, beginning of period (in shares) at Dec. 31, 2021		264,978
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)		82,879
Exercise of options			94,000		94,000
Exercise of common stock warrants (in shares)		69
Share-based compensation			368,000		368,000
Deemed dividend	$ 0	$ 0	2,829,000	(2,829,000)	0
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options (in shares)		247,612
Exercise of options			180,000		180,000
Share-based compensation			1,402,000		1,402,000
Deemed dividend			2,981,000	(2,981,000)
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 (in shares)		4,316,808
Issuance of common stock upon closing the Business Combination, net of expenses			957,000		957,000
Contingent earnout liability recognized upon closing of the Business Combination			(28,927,000)		(28,927,000)
Assumption of preferred stock in connection with the Business Combination			34,150,000		34,150,000
Assumption of preferred stock in connection with the Business Combination (in shares)	4,015,002
Net loss				(59,038,000)	$ (59,038,000)
Ending balance (in shares) at Dec. 31, 2023	4,015,002				4,015,002
Balance, end of period at Dec. 31, 2023	$ 0	$ 2,000	$ 222,437,000	$ (248,377,000)	$ (25,938,000)
Balances, end of period (in shares) at Dec. 31, 2023		26,413,213			347,926

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments And Contingencies

Commitments and Contingencies

(18)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 $580 and $431 to the plan for the years ended December 31, 2023 and 2022, 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

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.

Contingent Earnout Liability - Narrative (Details) $ in Thousands		12 Months Ended
	Aug. 10, 2023 USD ($) shares	Dec. 31, 2023 USD ($)	Sep. 30, 2023	Dec. 31, 2022 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Contingent earnout liability	$ 28,927	$ 18,632		$ 0
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Change in fair value of contingent earnout liabilities
Remeasurement gain		$ 10,295
Estimated dividend yield
Derivative Instruments, Gain (Loss) [Line Items]
Contingent earnout liability, measurement input		0	0
Contingent earnout liability
Derivative Instruments, Gain (Loss) [Line Items]
Shares unvested (in shares) \| shares	3,125,000

Stockholders' Equity - Schedule of Plan Balances (Details)	12 Months Ended
	Dec. 31, 2023 plan shares	Aug. 11, 2023 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of equity incentive plans \| plan	2
Authorized (in shares)		2,816,224
Stock options and restricted stock units outstanding
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	7,181,537
Outstanding (in shares)	3,666,234
Available for Issue (in shares)	3,515,303
2009 Plan \| Stock options and restricted stock units outstanding
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	1,596,529
Outstanding (in shares)	1,596,529
Available for Issue (in shares)	0
2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	5,585,008
2023 Plan \| Stock options and restricted stock units outstanding
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	5,585,008
Outstanding (in shares)	2,069,705
Available for Issue (in shares)	3,515,303

- 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

Commitments and Contingencies (Details) $ in Thousands	12 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Defined Contribution Plan Disclosure [Line Items]
401(k) plan contributions	$ 580	$ 431
Match eligible contribution percentage, rate one	0.03
Match eligible contribution percentage, rate two	0.035
Match eligible contribution percentage, rate three	0.04
Maximum match eligible contribution percentage	4.00%
3% Employee Contribution
Defined Contribution Plan Disclosure [Line Items]
Employee contribution, percentage	3.00%
Minimum \| Employee Contribution Between 3 and 4%
Defined Contribution Plan Disclosure [Line Items]
Employee contribution, percentage	3.00%
Minimum \| Employee Contribution Between 4 and 5%
Defined Contribution Plan Disclosure [Line Items]
Employee contribution, percentage	4.00%
Maximum \| Employee Contribution Between 3 and 4%
Defined Contribution Plan Disclosure [Line Items]
Employee contribution, percentage	4.00%
Maximum \| Employee Contribution Between 4 and 5%
Defined Contribution Plan Disclosure [Line Items]
Employee contribution, percentage	5.00%

Warrants

12 Months Ended

Dec. 31, 2023

Warrants

Warrants

(10)Warrants

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


	December 31, 2023	December 31, 2022
Public Warrants	8,281,779	—
Private Placement Warrants	5,933,333	—
Series B-3 Warrants	—	15,819,000
Total warrants	14,215,112	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 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 in September 2023. As of December 31, 2023, there were 8,281,779 Public Warrants outstanding. The Public Warrants expire on August 10, 2028 or earlier upon redemption or liquidation.

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 would not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. As of September 10, 2023, the Private Placement Warrants became transferable, except for those warrants held by persons who signed a lockup agreement in association with the Business Combination. Additionally, the Private Placement Warrants are exercisable on a cashless basis and will 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 December 31, 2023, there were 5,933,333 Private Placement Warrants outstanding.

On December 26, 2023, the SEC declared effective an amended registration statement on Form S-1 registering the issuance of the shares of common stock issuable upon exercise of the warrants and will use its best efforts 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.

The Company may redeem for cash the outstanding Warrants:

in whole and not in part;

at a price of $0.01 per 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 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 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.

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 December 31, 2023, the fair values of the Public Warrants and Private Placement Warrants were $9,855 and $7,061, 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.

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 were to be made from time to time in open market or privately negotiated transactions. The Warrant Repurchase Program did not obligate us to purchase any Public Warrants and could be terminated, increased or decreased by the Board in its discretion at any time. We adopted a purchase plan pursuant to Rule 10b5-1 under the Exchange Act in October 2023. Through December 31, 2023, we repurchased 51,493 Public Warrants for $20. The purchase plan was discontinued in December 2023.

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory
Raw materials	$ 607	$ 753
Finished goods	1,938	718
Inventory, net	2,545	1,471
Reserve for excess or obsolete inventory	$ 117	$ 43

Contingent Earnout Liability (Tables)

12 Months Ended

Dec. 31, 2023

Standby Equity Purchase Agreement

Schedule of Change in Fair Value of Contingent Earnout Liability


	December 31,			September 30,
	2023			2023
Current stock price	$	8.45		$	5.12
Expected share price volatility		65.0	%		65.0	%
Risk-free interest rate		3.9	%		4.6	%
Expected term (years)		4.6			4.9
Estimated dividend yield		—	%		—	%

Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Warrants

Schedule of Warrants Outstanding


	December 31, 2023	December 31, 2022
Public Warrants	8,281,779	—
Private Placement Warrants	5,933,333	—
Series B-3 Warrants	—	15,819,000
Total warrants	14,215,112	15,819,000

Convertible Preferred Stock - Fair Value Measurements (Details)	Dec. 31, 2023	Oct. 02, 2023	Dec. 31, 2022 item $ / shares Y
Measurement Input, Fair Value Share Price \| Series B-2 \| Guideline Public Company Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			14.97
Measurement Input, Fair Value Share Price \| Series B-3 Convertible Preferred Stock \| Guideline Public Company Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			3.24
Measurement Input, Exercise Share Price \| Series B-2 \| Guideline Public Company Model
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			14.16
Measurement Input, Exercise Price \| Black-Scholes Model \| Series B-3 warrant liabilities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			2.03
Expected share price volatility \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.500
Expected share price volatility \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.650
Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input	0.054	0.049
Risk-free interest rate \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.040
Risk-free interest rate \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0.047
Expected term (years) \| Black-Scholes Model \| Series B-3 warrant liabilities \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input \| Y			5.8
Expected term (years) \| Black-Scholes Model \| Series B-3 warrant liabilities \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input \| Y			6.0
Expected term (years) \| Series B-2 Tranche Liability \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input \| item			0.2
Expected term (years) \| Series B-2 Tranche Liability \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input \| item			0.4
Estimated dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liability, measurement input			0

Convertible Preferred Stock - Convertible Preferred Stock Rollforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	$ 164,006	$ 160,507
Issuances	39,968	3,499
Retirements / Conversions	(203,974)
Convertible preferred stock, ending balance	0	164,006
Series A-1
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	6,065	6,065
Retirements / Conversions	(6,065)
Convertible preferred stock, ending balance		6,065
Series A-2
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	8,976	8,976
Retirements / Conversions	(8,976)
Convertible preferred stock, ending balance		8,976
Series A-3
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	10,611	10,611
Retirements / Conversions	(10,611)
Convertible preferred stock, ending balance		10,611
Series A-4
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	1,993	1,993
Retirements / Conversions	(1,993)
Convertible preferred stock, ending balance		1,993
Series A-5
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	12,858	12,858
Retirements / Conversions	(12,858)
Convertible preferred stock, ending balance		12,858
Series A-6
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	15,476	15,476
Retirements / Conversions	(15,476)
Convertible preferred stock, ending balance		15,476
Series B
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	84,528	84,528
Issuances	109
Retirements / Conversions	(84,637)
Convertible preferred stock, ending balance		84,528
Series B-1
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	23,499	20,000
Issuances	1	3,499
Retirements / Conversions	(23,500)
Convertible preferred stock, ending balance		$ 23,499
Series B-2
Temporary Equity [Line Items]
Retirements / Conversions	0
Series B-3 Convertible Preferred Stock
Temporary Equity [Line Items]
Issuances	39,858
Retirements / Conversions	$ (39,858)

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Change in valuation allowance	$ 13,192	$ 8,728

Long-Lived Assets - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,184	$ 4,656
Less accumulated depreciation	(3,093)	(2,425)
Property and equipment, net	$ 2,091	2,231
Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	2 years
Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	7 years
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,955	2,795
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful Life (Years)	7 years
Computers and software
Property, Plant and Equipment [Line Items]
Useful Life (Years)	2 years
Property and equipment, gross	$ 970	602
Furniture
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years
Property and equipment, gross	$ 474	475
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful Life (Years)	5 years
Property and equipment, gross	$ 772	772
Other property
Property, Plant and Equipment [Line Items]
Useful Life (Years)	7 years
Property and equipment, gross	$ 13	$ 12

Warrants - Schedule of Warrants Outstanding (Details) - shares	Dec. 31, 2023	Aug. 11, 2023	Aug. 10, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	14,215,112	14,266,605	14,266,605	15,819,000
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	8,281,779		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 Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)				15,819,000

Financial Instruments - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended				6 Months Ended	12 Months Ended		177 Months Ended	180 Months Ended
	Aug. 10, 2023 USD ($) $ / shares shares	Aug. 31, 2023 USD ($)	Jul. 31, 2023 USD ($) shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Oct. 02, 2023 USD ($)	Aug. 11, 2023 shares	Oct. 31, 2022 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent							$ 17,100	$ 369		$ 17,100
Percentage of then-outstanding preferred stock on an as-converted to common stock basis							99.2
Change in fair value of tranche and warrant liabilities							$ 10,855	2,186
Proceeds from exercise of preferred stock warrants						$ 9,630	$ 9,630	$ 0
Warrants outstanding (in shares) \| shares	14,266,605						14,215,112	15,819,000		14,215,112		14,266,605
Exercise price of warrants (in dollars per share) \| $ / shares	$ 11.50
Contingent earnout liability	$ 28,927						$ 18,632	$ 0		$ 18,632
Warrant repurchase program, authorized amount		$ 4,000
Payments for repurchase of warrants							20	0
Remeasurement gain							10,295
Assumption of preferred stock in connection with the Business Combination							34,150			560
Convertible Notes and Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Proceeds from exercise of preferred stock warrants							9,630
Assumption of preferred stock in connection with the Business Combination									$ 57,466
SEPA derivative liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of SEPA derivative liability							185			185	$ 183
Remeasurement gain							(2)
Contingent earnout liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of SEPA derivative liability							18,632			18,632
Remeasurement gain							10,295
Public and Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent							16,916			16,916
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent	$ 1,500						$ 9,855			$ 9,855
Warrants outstanding (in shares) \| shares	8,333,272						8,281,779			8,281,779
Exercise price of warrants (in dollars per share) \| $ / shares							$ 11.50			$ 11.50
Closing price (in dollars per share) \| $ / shares	$ 0.18
Warrants repurchased (in shares) \| shares							51,493
Payments for repurchase of warrants							$ 20
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent	$ 1,068						$ 7,061			$ 7,061
Warrants outstanding (in shares) \| 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						$ 16,916			$ 16,916
Series B-3 Convertible Preferred Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, current							$ 15,819			$ 15,819
Warrants to purchase Series B-3 preferred stock (in shares) \| shares			2,239,309
Proceeds from exercise of preferred stock warrants			$ 4,530
Exercise price of warrants (in dollars per share) \| $ / shares							$ 0.05			$ 0.05
Warrant liabilities and other long-term liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, noncurrent							$ 0	16,188		$ 0
Series B-2 tranche liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, current							0	4,702		0
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	$ 10,047	0	15,819		0			$ 11,966
Gain on expired warrants	$ 18
Series B-2 Preferred Stock, Second Tranche
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, current							3,109	2,250		3,109
Series B-2 Preferred Stock, Third Tranche
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability, current							$ 3,238	$ 2,452		$ 3,238
Tranche and warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Change in fair value of tranche and warrant liabilities				$ 3,425	$ 584

Cash, cash equivalents and restricted cash (Tables)

12 Months Ended

Dec. 31, 2023

Cash, cash equivalents and restricted cash

Schedule of Cash and Cash Equivalents

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


	December 31,		December 31,
	2023		2022
Cash and cash equivalents	$	11,777	$	9,414
Restricted cash (included in Other assets)		350		250
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	12,127	$	9,664

Schedule of Restricted Cash

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


	December 31,		December 31,
	2023		2022
Cash and cash equivalents	$	11,777	$	9,414
Restricted cash (included in Other assets)		350		250
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	12,127	$	9,664

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases

Schedule of Lease Assets and Liabilities

The components of right-of-use assets, short-term lease liabilities and long-term lease liabilities as of December 31, 2023, is as follows:


	Operating		Finance
	Leases		Leases
Right-of-use assets	$	1,179	$	233	⁽¹⁾
Short-term lease liabilities	$	275	$	76
Long-term lease liabilities	$	1,156	$	88

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

Schedule of Lease Cost

The components of lease expense for the year ended December 31, 2023 and 2022, were as follows:


	December 31,
		2023		2022
Operating lease expense	$	473	$	443
Finance lease expense:
Amortization of ROU assets		13		16
Interest on lease liabilities		4		4
Total finance lease expense		16		20
Total lease expense	$	489	$	463

Schedule of Operating Lease Maturity

Maturities of lease liabilities under noncancellable leases as of December 31, 2023, are as follows:


	Operating		Finance
	Leases		Leases
2024	$	380	$	87
2025		205		77
2026		213		9
2027		219		7
2028		226		—
Thereafter		657		—
Total undiscounted lease payments		1,900		180
Less imputed interest		(470)		(16)
Total lease liabilities	$	1,431	$	164

Schedule of Finance Lease Maturity

Maturities of lease liabilities under noncancellable leases as of December 31, 2023, are as follows:


	Operating		Finance
	Leases		Leases
2024	$	380	$	87
2025		205		77
2026		213		9
2027		219		7
2028		226		—
Thereafter		657		—
Total undiscounted lease payments		1,900		180
Less imputed interest		(470)		(16)
Total lease liabilities	$	1,431	$	164

Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Federal:
Current	$ 0	$ 0
Deferred	0	0
Federal income tax expense (benefit)	0	0
State:
Current	9	9
Deferred	0	0
State income tax expense (benefit)	9	9
Income tax expense	$ 9	$ 9

- Definition

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

+ References + Details

Financial Instruments

12 Months Ended

Dec. 31, 2023

Financial Instruments

Financial Instruments

(4)Financial Instruments

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

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

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

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

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

Financial Instruments Prior to the Business Combination

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 liabilities related to purchase Legacy TriSalus preferred stock was zero and $16,188 at December 31, 2023 and 2022, respectively, and the carrying amount of outstanding tranche liabilities was zero and $4,702 at December 31, 2023 and 2022, respectively. These carrying values represent the remeasurement to fair value at 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) Business Combination) 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 (14) Convertible Preferred Stock for further discussion.

In October 2022, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock (see Note (14) Convertible Preferred Stock). 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 and were classified as a liability (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 (3) Business Combination), 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 (10) Warrants for further discussion.

In the first half of 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 (10) Warrants). At issuance, the warrants issued to purchase Series B-3 preferred stock had a fair value of $4,654 and $10,047 were classified as a liability in March and June 2023, respectively. 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 and $3,425 loss on equity issuance in March and June 2023.

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 for the years ended December 31, 2023 and 2022:


	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


	Fair Value at		Change in					Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances			In (Out) of		December 31,
Liabilities	2022		(Gains) Losses		(Settlements)			Level 3		2023
Warrant liability	$	369	$	(107)	$	(262)		$	—	$	—
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

Financial Instruments After Business Combination

At the Closing Date, we assumed warrants to purchase 14,266,605 shares of common stock for $11.50 (see Note (10) Warrants). 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 (9) Contingent Earnout Liability for further discussion.

In August 2023, the Board approved a warrant repurchase program (the “Warrant Repurchase Program”), authorizing an aggregate expenditure of up to $4,000 of the Public Warrant. Through December 31, 2023, we had repurchased 51,493 Public Warrants for $20. The purchase plan was discontinued in December 2023.

On October 2, 2023, we entered into a SEPA with Yorkville. Upon execution of the SEPA, we determined the fair value of the SEPA derivative liability to be $183 based on a scenario-based model. See Note (13) Standby Equity Purchase Agreement for further discussion. We determined the fair value of the SEPA derivative liability to be $185 at December 31, 2023; we recorded the change in fair value in other income and expense, net.

The carrying amount of our outstanding Public and Private Placement Warrants liabilities was $16,916 at December 31, 2023. The carrying amount of outstanding earnout liability was $18,632 at December 31, 2023. The carrying amount of the outstanding SEPA derivative liability was $185 at December 31, 2023. The carrying values of the warrant liabilities represent the remeasurement to fair value each reporting period based on Level 1 inputs for the publicly traded Public Warrants and Level 2 inputs for the private placement Private Placement Warrants. The carrying amounts of the contingent earnout liability and SEPA derivative 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.


	Fair Value at		Change in				Net Transfer		Fair Value at
Level 3	December 31,		Unrealized		Issuances		In (Out) of		December 31,
Liabilities	2022		(Gains) Losses		(Settlements)		Level 3		2023
Warrant liabilities	$	—	$	14,368	$	2,548	$	—	$	16,916
Contingent earnout liability	$	—	$	(10,295)	$	28,927	$	—	$	18,632
SEPA derivative liability	$	—	$	2	$	183	$	—	$	185

- 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

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2023

Convertible Preferred Stock

Convertible Preferred Stock

(14)Convertible Preferred Stock

Series A Convertible Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock. At the Closing Date, we issued 4,015,002 shares of Series A Convertible Preferred Stock for $40,150.

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 December 31, 2023, total undeclared cumulative dividends were $1,258. We have not recorded the undeclared dividends in our 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.

v.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 December 31, 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 more fully described below. As described in Note (3) Business Combination, all of the Legacy TriSalus Preferred Stock was converted to Legacy TriSalus Common Stock immediately prior to the Business Combination and, upon consummation of the Business Combination, 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 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, net of issuance costs, at December 31, 2023 and 2022, is as follows:


	December 31,
Series	2023		2022
Series A-1 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 0 and 131,797 shares at December 31, 2023 and 2022	$	—	$	6,065
Series A-2 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 0 and 576,126 shares at December 31, 2023 and 2022		—		8,976
Series A-3 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 0 and 612,822 shares at December 31, 2023 and 2022		—		10,611
Series A-4 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 0 and 127,787 shares at December 31, 2023 and 2022		—		1,993
Series A-5 preferred stock, $0.001 par value per share. Authorized 734,533 shares; issued and outstanding 0 and 730,320 shares at December 31, 2023 and 2022		—		12,858
Series A-6 preferred stock, $0.001 par value per share. Authorized 805,848 shares; issued and outstanding 0 and 800,657 shares at December 31, 2023 and 2022		—		15,476
Series B preferred stock, $0.001 par value per share. Authorized 7,021,678 shares; issued and outstanding 0 and 6,984,971 shares at December 31, 2023 and 2022, respectively		—		84,528
Series B-1 preferred stock, $0.001 par value per share. Authorized 1,659,672 shares; issued and outstanding 0 and 1,659,672 shares at December 31, 2023 and 2022, respectively		—		23,499
Series B-2 preferred stock, $0.001 par value per share. Authorized 1,765,609 shares; issued and outstanding 0 and 706,243 shares at December 31, 2023 and 2022, 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, 2023 and 2022		—		—
Total convertible preferred stock	$	—	$	164,006

The following table summarizes activity in convertible preferred stock for the years ended December 31, 2023 and 2022.


	Balance at				Balance at
Series	January 01, 2022		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
Total convertible preferred stock	$	160,507	$	3,499	$	164,006


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

2023 Financing

In January through June 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 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 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) Business Combination) and exchanged into shares of our Common Stock at the Closing Date.

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

was determined using a Binomial Tranche Model. Both models incorporated the following significant assumptions for the respective valuation dates:


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

The fair value of the underlying shares of Series B-2 preferred stock and the Series B-3 Warrants used in these models were derived from estimates of the Company’s equity fair value using the Guideline Public Company Method, specifically revenue multiples of comparable public companies were multiplied by the Company’s forecasted 2023 and 2024 revenue. The valuation of Series B-3 Warrants under the Business Combination scenario incorporates an estimate of the fair value of the underlying Series B-3 preferred stock upon the close of the Business Combination of $9.31 and $10.93 per share, as of August 10, 2023, and December 31, 2022, respectively, which is based upon the enterprise value stated in the Merger Agreement of $220,000 allocated to all outstanding shares of preferred stock, warrants to purchase preferred stock, and common stock on an as-if converted basis, and for the December 31, 2022 valuation, discounted at 30% from the expected Business Combination Closing Date. The Business Combination scenario as of August 10, 2023, and December 31, 2022, assumed there would be no additional exercises of the second and third tranches, and thus no value was assigned to the outstanding tranche rights and obligations, as the Company would not exercise its right to call the remaining second tranche.

The fair value of the Series B-3 Warrant Liabilities at issuance resulting from the completion of the Second Tranche Closings was estimated at $14,701. The excess of the warrant liability’s fair value compared to the proceeds received in the Second Tranche Closings resulted in a charge to loss on equity issuance in the Consolidated statements of operations of $1,402 for the year ended December 31, 2023.

Inventory

12 Months Ended

Dec. 31, 2023

Inventory

Inventory

(6)Inventory

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


	2023		2022
Raw materials	$	607	$	753
Finished goods		1,938		718
Inventory, net	$	2,545	$	1,471

The finished goods amounts in the table above include a reserve for excess inventory of $117 and $43 as of December 31, 2023 and 2022, respectively.

Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating Leases
Right-of-use assets	$ 1,179	$ 1,381
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Short-term lease liabilities
Short-term lease liabilities	$ 275
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term lease liabilities
Long-term lease liabilities	$ 1,156
Finance Leases
Right-of-use assets	233
Short-term lease liabilities	$ 76
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Short-term lease liabilities
Long-term lease liabilities	$ 88
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term lease liabilities

Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net Loss Per Share
Deemed dividend related to Series B-2 preferred stock down round provision	$ 2,981	$ 2,829
Increase in net loss per common share, deemed dividend (in dollars per share)	$ 0.32

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes
Statutory rate	21.00%	21.00%
State and local taxes	3.40%	2.00%
Change in valuation allowance	(22.00%)	(19.00%)
Disallowed interest expense on convertible debt	0.00%	0.00%
Prior year true-up	1.00%	1.00%
Permanent differences	(3.40%)	(5.00%)
Effective income tax rate	0.00%	0.00%

Derivative Instruments and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2023

Standby Equity Purchase Agreement

Schedule of fair value of contingent liabilities


Valuation assumptions:	December 31, 2023			October 2, 2023
Expected draws	$	5,000		$	5,000
Expected probability of draws		90.0	%		90.0	%
Risk-free interest rate		5.4	%		4.9	%

Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Summary Of Significant Accounting Policies

Summary Of Significant Accounting Policies

(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, 2023 and 2022, respectively: TriSalus Operating Life Sciences, Inc., 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.

(b)Cash, Cash Equivalents, and Restricted Cash

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. Restricted cash is held in a separate account at our bank to support our corporate credit card program. It is recorded in other assets on our consolidated balance sheet.

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

Our cash is deposited primarily with two financial institutions. 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.

(d)Accounts Receivable and Customer Concentrations

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 review our allowance for doubtful accounts periodically 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.

We did not sell to any distributors during the year ended December 31, 2023. As of December 31, 2022, one distributor customer constituted 19% of our accounts receivable balance.

We had one distributor customer which constituted 0% and 20% of our revenue for the years ended December 31, 2023 and 2022, respectively. The arrangement with this distributor terminated on December 31, 2022.

(e)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.

(f)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, the contingent earnout liability, certain of our clinical expense accruals, and the valuation allowance on deferred tax assets.

(g)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.

(h)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 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 Consolidated Balance Sheets.

(i)

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 (“Common Stock”) 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 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 Consolidated Statements of Operations. See Notes (4) Financial Instruments and (9) Contingent Earnout Liability for further detail.

(j)Standby Equity Purchase Agreement

In October 2023, the Company entered into a SEPA with Yorkville. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at the Company’s request any time during the 24 months following the execution of such purchase agreement, subject to certain conditions. The SEPA, in its entirety, is not classified as a liability pursuant to ASC 480, is accounted for as a derivative pursuant to ASC 815-10, Derivatives and Hedging (“ASC 815-10”). Changes in the fair value are recognized in earnings.

(k)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.

(l)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”) for stock options and price of our common stock on the grant date for restricted stock units (“RSUs”). 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 and RSUs granted is recognized as compensation expense on a straight-line basis over the expected life for each separately vesting portion of the awards.

(m)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.

(n)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:

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.

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.

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.

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.

(o)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 development milestone payments of $1,000 to Dynavax for nelitolimod in each of the years ended December 31, 2023 and 2022, respectively. See Note (12) Dynavax Purchase 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.

(p)Advertising

Advertising expense, which is included in sales and marketing costs, is expensed as incurred, and expense for the years ended December 31, 2023 and 2022, was $1,346 and $2,201, respectively.

(q)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 2023, 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.

(r)Warrants 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.

In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include both publicly traded and privately held warrants. We value the liability for both sets of warrants based on the trading price of the publicly - held warrants. See Note (10) Warrants and (4) Financial Instruments for further discussion.

The B-2 Preferred Stock Financing (as described in Note (14) Convertible Preferred Stock 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 (14) Convertible Preferred Stock for further discussion.

(s)Net Loss per Share

Net loss per share is calculated using the weighted average number of shares and dilutive common stock equivalents outstanding during the period. Warrants, convertible preferred stock, stock options, and restricted stock units, as described in Notes (10) Warrants, (14) Convertible Preferred Stock, and (15) Stockholders’ Equity, are considered to be common stock equivalents. Potentially dilutive shares are excluded from the computation of earnings per share if their effect is anti-dilutive. As we reported a net loss for the years ended December 31, 2023 and 2022, all potentially dilutive shares were excluded from net loss per share in both years.

(t)Recent Accounting Pronouncements

Recently issued and Adopted 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 consolidated financial statements.

In August 2020, the FASB issues 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 convertible instruments and equity-linked financial instruments in addition to amending the EPS guidance in ASC 260 to improve the consistency of the diluted EPS calculation. The guidance modified the if-converted method of calculating diluted EPS and requires entities to use this method for all convertible instruments. For instruments that may be settled in cash or shares and aren’t liability-classified share-based payment awards, it requires entities to include the effect of potential share settlements in the diluted EPS calculation (if the effect is more dilutive). In addition, the ASU expanded the scope of the recognition and measurement guidance in ASC 260 to include equity-classified convertible preferred stock that includes a down round feature. We adopted ASU 2020-06 on January 1, 2022. The effect of the adoption had an immaterial impact on our consolidated financial statements.

Recently issued Accounting Pronouncements Not Yet Adopted

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance on ASC Topic 820 on the fair value measurement of equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. Specifically, the ASU clarifies that a “contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account.” As such, the entity should not apply a discount related to the contractual sale restriction when measuring the equity security’s fair value. In addition, the ASU prohibits an entity from recognizing a contractual sale restriction as a separate unit of account. For public companies, the amendments for this update are effective for fiscal years beginning after December 15, 2023. For all other entities, the amendments are effective for fiscal year beginning after December 15, 2024, and interim periods within those fiscal years. We will adopt ASU 2022-03 on January 1, 2024. We do not anticipate that the adoption of ASU 2022-03 will have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments. The ASU improves reportable segment disclosure requirements through enhanced disclosures about significant segment expenses in annual and interim reports, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, add disclosure requirements for entities with a single reportable segment, and other enhancements. The ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 31, 2024. We will adopt ASU 2023-07 on January 1, 2024. We do not anticipate that the adoption of ASU 2022-07 will have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. Under the ASU, Public Business Entity (“PBE”) must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).” This guidance is effective for public companies for annual periods beginning after December 15, 2024. For other companies, the amendments are effective for annual periods beginning after December 15, 2025. We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2023

Convertible Preferred Stock

Schedule of Convertible Preferred Stock

Convertible preferred stock, net of issuance costs, at December 31, 2023 and 2022, is as follows:


	December 31,
Series	2023		2022
Series A-1 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 0 and 131,797 shares at December 31, 2023 and 2022	$	—	$	6,065
Series A-2 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 0 and 576,126 shares at December 31, 2023 and 2022		—		8,976
Series A-3 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 0 and 612,822 shares at December 31, 2023 and 2022		—		10,611
Series A-4 preferred stock, $0.001 par value per share. Authorized, issued, and outstanding 0 and 127,787 shares at December 31, 2023 and 2022		—		1,993
Series A-5 preferred stock, $0.001 par value per share. Authorized 734,533 shares; issued and outstanding 0 and 730,320 shares at December 31, 2023 and 2022		—		12,858
Series A-6 preferred stock, $0.001 par value per share. Authorized 805,848 shares; issued and outstanding 0 and 800,657 shares at December 31, 2023 and 2022		—		15,476
Series B preferred stock, $0.001 par value per share. Authorized 7,021,678 shares; issued and outstanding 0 and 6,984,971 shares at December 31, 2023 and 2022, respectively		—		84,528
Series B-1 preferred stock, $0.001 par value per share. Authorized 1,659,672 shares; issued and outstanding 0 and 1,659,672 shares at December 31, 2023 and 2022, respectively		—		23,499
Series B-2 preferred stock, $0.001 par value per share. Authorized 1,765,609 shares; issued and outstanding 0 and 706,243 shares at December 31, 2023 and 2022, 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, 2023 and 2022		—		—
Total convertible preferred stock	$	—	$	164,006

The following table summarizes activity in convertible preferred stock for the years ended December 31, 2023 and 2022.


	Balance at				Balance at
Series	January 01, 2022		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
Total convertible preferred stock	$	160,507	$	3,499	$	164,006


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

Schedule of Fair Value Measurement Inputs and Valuation Techniques


	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	$	—

Business Combination (Details)						12 Months Ended
Business Combination (Details)	Aug. 10, 2023 USD ($) $ / shares shares	Aug. 10, 2023 USD ($) item $ / shares shares	Aug. 10, 2023 USD ($) $ / shares shares	Aug. 10, 2023 USD ($) D $ / shares shares	Aug. 10, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Aug. 11, 2023 shares
Schedule of Reverse Recapitalization [Line Items]
Exchange ratio (in shares) \| shares	0.02471853	0.02471853	0.02471853	0.02471853	0.02471853
Stock converted, reverse recapitalization (in shares) \| shares	21,999,886	21,999,886	21,999,886	21,999,886	21,999,886
Proceeds from transaction	$ 42,854,000
Proceeds from MTAC trust account	2,704,000
Proceeds from Issuance of private placement	40,150,000
Net cash proceeds	36,854,000
Transaction costs incurred	6,069,000
Offering costs related to business combination	1,742,000					$ 1,116,000	$ 0
Transaction costs paid from proceeds	$ 4,327,000
Derivative liability, noncurrent						$ 17,100,000	$ 369,000
Derivative, Loss, Statement of Income or Comprehensive Income [Extensible Enumeration]						Derivative, Gain (Loss) on Derivative, Net
Common stock, shares outstanding (in shares) \| shares						347,926		26,316,681
Options and RSUs outstanding (in shares) \| shares								2,816,224
Warrants outstanding (in shares) \| shares	14,266,605	14,266,605	14,266,605	14,266,605	14,266,605	14,215,112	15,819,000	14,266,605
Sale of stock (in shares) \| shares					4,015,002
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 10.00	$ 10.00	$ 10.00	$ 10.00	$ 10.00
Net proceeds on sale of stock	$ 40,150,000
Derivative instrument, contingent consideration, liability, earnout period	5 years	5 years	5 years	5 years	5 years
Minimum
Schedule of Reverse Recapitalization [Line Items]
Earnout period, threshold trading days		20		20
Earnout period, threshold consecutive trading days	20
Maximum
Schedule of Reverse Recapitalization [Line Items]
Earnout period, threshold consecutive trading days	30			30
Derivative Instrument, Period One
Schedule of Reverse Recapitalization [Line Items]
Earnout shares vesting percentage			0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	$ 15.00	$ 15.00	$ 15.00	$ 15.00	$ 15.00
Derivative Instrument, Period Two
Schedule of 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	20.00	$ 20.00	20.00	20.00
Derivative Instrument, Period Three
Schedule of Reverse Recapitalization [Line Items]
Earnout shares vesting percentage			0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	25.00	25.00	$ 25.00	25.00	25.00
Derivative Instrument, Period Four
Schedule of Reverse Recapitalization [Line Items]
Earnout shares vesting percentage			0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	$ 30.00	$ 30.00	$ 30.00	$ 30.00	$ 30.00
MTAC Warrants
Schedule of Reverse Recapitalization [Line Items]
Derivative liability, noncurrent	$ 2,568,000	$ 2,568,000	$ 2,568,000	$ 2,568,000	$ 2,568,000	$ 16,916,000
Loss on change in fair value						(14,348,000)
Gain on change of fair value of derivative						$ 10,855,000
Contingent earnout liability
Schedule of Reverse Recapitalization [Line Items]
Shares unvested (in shares) \| shares					3,125,000	3,125,000
MedTech Acquisition Corporation
Schedule of Reverse Recapitalization [Line Items]
Reverse recapitalization, accrued transaction costs	$ 6,000,000

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Schedule of Stock by Class

As of December 31, 2023 and 2022, the Company’s authorized shares of common stock were 400,000,000 and 30,898,162, respectively. As of December 31, 2023, 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 (14) Convertible Preferred Stock) and upon the exercise of certain options and warrants:


Preferred stock:	2023	2022
Series A convertible preferred stock (assuming maximum conversion)	25,237,155	—
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
Total preferred stock	25,237,155	14,212,616

Warrants:
Public Warrants	8,333,333	—
Private Placement Warrants	5,933,333	—
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
Total Warrants	14,266,666	2,878,517

Employee Stock Purchase Plan	1,396,252	—

Equity Awards:
Stock options and restricted stock units outstanding	3,666,234	1,671,076
Shares available for future grant	3,515,303	432,413
Total Equity Awards	7,181,537	2,103,489
Grand Total	48,081,610	19,194,622

Schedule of Plan Balances

As of December 31, 2023, the balances under the two plans are below.


	December 31, 2023
	Authorized	Outstanding	Available for Issue
2009 Plan	1,596,529	1,596,529	—
2023 Plan	5,585,008	2,069,705	3,515,303
Total	7,181,537	3,666,234	3,515,303

Schedule of Stock Option Activity

The following table summarizes activity for options issued to employees, consultants, and directors under the 2009 Plan:


				Weighted
		Weighted		average
		average		remaining
	Number of	exercise		contractual
	shares	price		life
Options outstanding at January 1, 2022	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
Granted	279,306		10.30	—
Exercised	(222,627)		0.94	—
Forfeiture	(195,399)		5.46	—
Options outstanding at December 31, 2023	1,532,356		2.78	7.5

The following table summarizes certain information about all options outstanding under the 2023 Plan as of December 31, 2023.


				Weighted average
	Number of	Weighted average		remaining
	shares	exercise price		contractual life
Options outstanding at January 1, 2022	—	$	—	—
Granted	—		—	—
Exercised	—		—	—
Forfeiture	—		—	—
Options outstanding at December 31, 2022	—		—	—
Granted	2,100,307		7.32	—
Exercised	—		—	—
Forfeiture	(30,602)		4.79	—
Options outstanding at December 31, 2023	2,069,705		7.36	9.7

Schedule of Options, Exercise Price Range

The following table summarizes certain information about all options outstanding under the 2009 Plan as of December 31, 2023.


	Options outstanding		Options Exercisable
		Weighted
	Number	average	Number
	outstanding at	remaining	exercisable at
	December 31,	contractual	December 31,
Exercise Price	2023	life	2023
$0.41	326,589	7.03	272,169
$1.22	200,832	4.18	200,832
$2.03	7,415	3.55	7,415
$2.43	810,855	8.19	307,567
$3.65	4,250	2.89	4,250
$10.30	182,415	9.38	5,002
Total	1,532,356	7.50	797,235

The following table summarizes certain information about all options outstanding under the 2023 Plan as of December 31, 2023.


	Options outstanding		Options Exercisable
	Number	Weighted average	Number
	outstanding at	remaining	exercisable at
Exercise Price	December 31, 2023	contractual life	December 31, 2023
$4.60	150,556	9.83	—
$4.78	866,000	9.69	—
$4.95	112,649	9.77	1,324
$6.70	195,000	9.66	—
$7.92	40,000	9.97	—
$11.34	245,000	9.61	—
$11.51	172,500	9.62	—
$12.00	288,000	9.61	—
Total	2,069,705	9.68	1,324

Schedule of Stock Options, Valuation Assumptions


2009 Plan	2023		2022
Valuation assumptions:
Expected dividend yield	—	%	—	%
Expected volatility	53	%	32	%
Expected term (years)⁽¹⁾	6.0 – 6.2		5.6 – 6.2
Risk-free interest rate	4.2	%	2.76	%

(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.


2023 Plan	2023
Valuation assumptions:
Expected dividend yield	—	%
Expected volatility	53	%
Expected term (years)⁽¹⁾	6.0 - 6.2
Risk-free interest rate	4.2	%

Schedule of Restricted Stock Unit Activity

The following table summarize activity for RSUs issued to employees and directors under the 2009 Plan. As of December 31, 2023, no RSUs had been granted under the 2023 Plan:


	Restricted	Weighted-Average		Weighted average
	Stock Units	Grant-Date Fair		remaining contractual
Restricted Stock:	(RSU)	Value per Share		life
Beginning Outstanding	—	$	—	—
Awarded	184,018		10.30	—
Released	(25,091)		10.30	—
Forfeited	(94,754)		10.30	—
RSUs outstanding at December 31, 2023	64,173			1.8

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 2: 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(28))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-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 4: 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 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-4

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-5

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481142/505-10-45-2

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-10

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480244/480-10-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Nature Of Business

12 Months Ended

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) Business Combination, 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.

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, nelitolimod (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 nelitolimod 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 nelitolimod 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.

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 expired at the end of 2023. On June 1, 2023, we applied for a new technology APC code with CMS. In December 2023, CMS granted a New Technology Healthcare Common Procedure Coding System ("HCPCS") code for procedures involving TriNav. This new code, HCPCS C9797, has been assigned to the Ambulatory Payment Classification ("APC") code 5194 - Level 4 Endovascular procedures. The new code became effective on January 1, 2024, and may be reported by hospital outpatient departments and ambulatory surgical centers.

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, nelitolimod, and began clinical development of nelitolimod 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 , the exercise of warrants, and from proceeds received upon the closing of the Business Combination. Since inception of the Company in 2009 through December 31, 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 $560 of common stock and $57,466 of convertible notes and warrants, has funded the cumulative net losses of $248,377. During the year

ended December 31, 2023, we raised a total of $9,189 in cash through issuance of Series B-2 and B-3 preferred stock, $9,630 from the exercise of warrants, and $179 from the exercise of stock options. See note (14) Convertible Preferred Stock for further discussion of the convertible debt, warrants and the 2023 financing rounds.

As of December 31, 2023, we had cash, cash equivalents and restricted cash of $12,127. The Company is still in its early stage, has a history of recurring operating losses, has yet to generate revenues sufficient to create positive cash flow and has accumulated deficit of $248,377 as of December 31, 2023. 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. 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 of collaborations, strategic alliances and licensing arrangements, and issuance of additional equity and/or long-term debt. As described in note (13) Standby Equity Purchase Agreement, we have the right but not the obligation to sell up to $30,000 of our Common Stock at our request under Standby Equity Purchase Agreement, subject to terms and conditions specified in the agreement. Outside of this agreement, 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, 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.

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 18,511	$ 12,398
Cost of goods sold	2,605	2,258
Gross profit	15,906	10,140
Operating expenses:
Research and development	29,510	21,358
Sales and marketing	17,034	12,738
General and administrative	23,512	12,483
Loss from operations	(54,150)	(36,439)
Interest income	431	180
Interest expense	(16)	(1)
Loss on equity issuance	(4,353)	(8,312)
Change in fair value of tranche and warrant liabilities	(10,855)	(2,186)
Change in fair value of contingent liabilities	10,293	0
Other income and expense, net	(379)	(420)
Loss before income taxes	(59,029)	(47,178)
Income tax expense	(9)	(9)
Net loss available to common stockholders	(59,038)	(47,187)
Deemed dividend related to Series B-2 preferred stock down round provision	(2,981)	(2,829)
Undeclared dividends on Series A preferred stock	(1,258)	0
Net loss attributable to common stockholders	$ (63,277)	$ (50,016)
Net loss per share, basic (in dollars per share)	$ (6.73)	$ (161.55)
Net loss per share, diluted (in dollars per share)	$ (6.73)	$ (161.55)
Weighted average common shares outstanding, diluted (in shares)	9,395,748	309,609
Weighted average common shares outstanding, diluted (in shares)	9,395,748	309,609

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2023

Accrued Liabilities

Schedule of Accrued Liabilities


	December 31,
	2023		2022
Accrued liabilities - clinical trials	$	3,115	$	410
Accrued liabilities - other	$	2,790	$	2,495
Accrued incentives		3,736		2,896
Accrued vacation		327		329
Accrued payroll		557		247
Accrued taxes	$	31	$	—
	$	10,556	$	6,377

Leases

12 Months Ended

Dec. 31, 2023

Leases

Leases

(17)Leases

We have four property leases in effect as of December 31, 2023, which we account for as operating leases:

●

A lease for our principal administrative and production facility at 6272 West 91st Avenue, Westminster, Colorado, which expires on December 31, 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 as of December 31, 2023, is as follows:


	Operating		Finance
	Leases		Leases
Right-of-use assets	$	1,179	$	233	⁽¹⁾
Short-term lease liabilities	$	275	$	76
Long-term lease liabilities	$	1,156	$	88

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

The components of lease expense for the year ended December 31, 2023 and 2022, were as follows:


	December 31,
		2023		2022
Operating lease expense	$	473	$	443
Finance lease expense:
Amortization of ROU assets		13		16
Interest on lease liabilities		4		4
Total finance lease expense		16		20
Total lease expense	$	489	$	463

Maturities of lease liabilities under noncancellable leases as of December 31, 2023, are as follows:


	Operating		Finance
	Leases		Leases
2024	$	380	$	87
2025		205		77
2026		213		9
2027		219		7
2028		226		—
Thereafter		657		—
Total undiscounted lease payments		1,900		180
Less imputed interest		(470)		(16)
Total lease liabilities	$	1,431	$	164

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, 2023, 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.

Leases

(17)Leases

We have four property leases in effect as of December 31, 2023, which we account for as operating leases:

●

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 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 as of December 31, 2023, is as follows:


	Operating		Finance
	Leases		Leases
Right-of-use assets	$	1,179	$	233	⁽¹⁾
Short-term lease liabilities	$	275	$	76
Long-term lease liabilities	$	1,156	$	88

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

The components of lease expense for the year ended December 31, 2023 and 2022, were as follows:


	December 31,
		2023		2022
Operating lease expense	$	473	$	443
Finance lease expense:
Amortization of ROU assets		13		16
Interest on lease liabilities		4		4
Total finance lease expense		16		20
Total lease expense	$	489	$	463

Maturities of lease liabilities under noncancellable leases as of December 31, 2023, are as follows:


	Operating		Finance
	Leases		Leases
2024	$	380	$	87
2025		205		77
2026		213		9
2027		219		7
2028		226		—
Thereafter		657		—
Total undiscounted lease payments		1,900		180
Less imputed interest		(470)		(16)
Total lease liabilities	$	1,431	$	164

Nature of Business (Details) $ in Thousands		1 Months Ended	6 Months Ended	12 Months Ended		177 Months Ended	180 Months Ended
Nature of Business (Details) $ in Thousands	Oct. 02, 2023 USD ($)	Oct. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) item	Dec. 31, 2022 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2021 USD ($)
Nature of Business
Number of product lines in development \| item				2
Assumption of preferred stock in connection with the Business Combination				$ 34,150			$ 560
Proceeds from business combination				36,854	$ 0		36,854
Accumulated deficit				248,377	186,358		248,377
Proceeds from issuance of preferred stock				9,189	13,499
Proceeds from exercise of preferred stock warrants			$ 9,630	9,630	0
Cash proceeds from the exercise of stock options for common stock				179	94
Cash, cash equivalents and restricted cash				12,127	$ 9,664		12,127	$ 30,301
Standby Equity Purchase Agreement
Nature of Business
Sale of stock, authorized amount	$ 30,000	$ 30,000		30,000
Convertible Notes and Warrants
Nature of Business
Assumption of preferred stock in connection with the Business Combination						$ 57,466
Proceeds from exercise of preferred stock warrants				$ 9,630
Preferred stock
Nature of Business
Assumption of preferred stock in connection with the Business Combination							$ 164,364

Cash, cash equivalents and restricted cash

12 Months Ended

Dec. 31, 2023

Cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash

(5)Cash, cash equivalents and restricted cash

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


	December 31,		December 31,
	2023		2022
Cash and cash equivalents	$	11,777	$	9,414
Restricted cash (included in Other assets)		350		250
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$	12,127	$	9,664

Restricted cash is $350 held by our bank to support our corporate credit card program.

Convertible Preferred Stock - Narrative (Details) $ in Thousands				1 Months Ended		6 Months Ended	12 Months Ended
	Aug. 10, 2023 USD ($) $ / shares shares	Aug. 09, 2023 $ / shares	Jun. 01, 2023 USD ($)	Jul. 31, 2023 USD ($)	Mar. 31, 2023 USD ($) shares	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares
Temporary Equity [Line Items]
Preferred stock, shares authorized (in shares) \| shares							10,000,000
Undeclared dividends \| $							$ 1,258	$ 0
Automatic conversion, anniversary	4 years
Series A Convertible Preferred Stock, floor conversion price (in dollars per share)		$ 2.10
Number of trading days, VWAP		10 days
Liquidation preference (in dollars per share)							$ 10.00
Proceeds from exercise of preferred stock warrants \| $						$ 9,630	$ 9,630	0
Transfer of warrant liability to preferred stock upon exercise of warrants \| $						$ 25,409	25,409	0
Sale of stock (in shares) \| shares	4,015,002
Net proceeds on sale of stock \| $	$ 40,150
Enterprise value \| $								220,000
Loss on equity issuance \| $							4,353	$ 8,312
Measurement Input, Discount Rate
Temporary Equity [Line Items]
Derivative liability, measurement input								0.30
Tranche Two
Temporary Equity [Line Items]
Preferred stock, percentage of shares committed					40	49.7
Proceeds from Issuance of Warrants \| $			$ 14,701
Series B-3 Convertible Preferred Stock
Temporary Equity [Line Items]
Warrants exercised (in shares) \| shares						4,771,642
Loss on equity issuance \| $							$ 1,402
Series B
Temporary Equity [Line Items]
Warrants exercised (in shares) \| shares						11,123
Proceeds from exercise of preferred stock warrants \| $						$ 4
Transfer of warrant liability to preferred stock upon exercise of warrants \| $						$ 106
Series A convertible preferred stock (assuming maximum conversion)
Temporary Equity [Line Items]
Issuances (in shares) \| shares	4,015,002
Proceeds from the issuance of preferred stock \| $	$ 40,150
Original issue price (in dollars per share)	$ 10.00
Preferred stock, dividend rate, percentage							8.00%
Liquidation preference (in dollars per share)							$ 10.00
Series B-1
Temporary Equity [Line Items]
Conversion price (in dollars per share)						$ 10.93
Conversion ratio						1.296
Series B-2
Temporary Equity [Line Items]
Sale of stock (in shares) \| shares					17,656	165,967
Net proceeds on sale of stock \| $					$ 250	$ 2,350
Conversion price (in dollars per share)						$ 14.16
Conversion ratio						1
Series B-2 \| Tranche Two
Temporary Equity [Line Items]
Sale of stock (in shares) \| shares					207,541	257,779
Net proceeds on sale of stock \| $					$ 2,939	$ 3,650
Series B-3 Convertible Preferred Stock
Temporary Equity [Line Items]
Proceeds from exercise of preferred stock warrants \| $				$ 4,530
Sale of stock (in shares) \| shares					70,624	663,868
Conversion price (in dollars per share)						$ 2.03
Conversion ratio						1
Series B-3 Convertible Preferred Stock \| Measurement Input, Fair Value Share Price \| Valuation, Reverse Recapitalization Approach, Enterprise Value
Temporary Equity [Line Items]
Derivative liability, measurement input	9.31							10.93
Series B-3 Convertible Preferred Stock \| Tranche Two
Temporary Equity [Line Items]
Sale of stock (in shares) \| shares					830,167	1,031,116
Series A-1
Temporary Equity [Line Items]
Conversion price (in dollars per share)						$ 38.84
Conversion ratio						1.275
Series A-2
Temporary Equity [Line Items]
Conversion price (in dollars per share)						$ 12.14
Conversion ratio						1.290
Series A-3
Temporary Equity [Line Items]
Conversion price (in dollars per share)						$ 13.36
Conversion ratio						1.303
Series A-4
Temporary Equity [Line Items]
Conversion price (in dollars per share)						$ 12.55
Conversion ratio						1.277
Series A-5
Temporary Equity [Line Items]
Conversion price (in dollars per share)						$ 13.36
Conversion ratio						1.333
Series A-6
Temporary Equity [Line Items]
Conversion price (in dollars per share)						$ 14.97
Conversion ratio						1.351
Series B
Temporary Equity [Line Items]
Conversion price (in dollars per share)						$ 9.71
Conversion ratio						1.250

Warrants - Narrative (Details) $ / shares in Units, $ in Thousands	1 Months Ended		6 Months Ended	12 Months Ended
	Aug. 31, 2023 USD ($)	Jul. 31, 2023 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) D $ / shares shares	Dec. 31, 2022 USD ($) shares	Aug. 11, 2023 shares	Aug. 10, 2023 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares				14,215,112	15,819,000	14,266,605	14,266,605
Exercise price of warrants (in dollars per share) \| $ / shares							$ 11.50
Class of warrant or right, threshold number of days for warrants to be transferable				30 days
Derivative liability, noncurrent \| $				$ 17,100	$ 369
Proceeds from exercise of preferred stock warrants \| $			$ 9,630	9,630	0
Warrant repurchase program, authorized amount \| $	$ 4,000
Payments for repurchase of warrants \| $				$ 20	$ 0
Series B-3 Convertible Preferred Stock
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by each warrant or right (in shares) \| shares				1
Exercise price of warrants (in dollars per share) \| $ / shares				$ 0.05
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				8,281,779			8,333,272
Class of warrant or right, number of securities called by each warrant or right (in shares) \| shares				8,333,272			1
Exercise price of warrants (in dollars per share) \| $ / shares				$ 11.50
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 \| $				$ 9,855			$ 1,500
Warrants repurchased (in shares) \| shares				51,493
Payments for repurchase of warrants \| $				$ 20
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
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares) \| shares				5,933,333			5,933,333
Class of warrant or right, number of securities called by each warrant or right (in shares) \| shares				5,933,333
Derivative liability, noncurrent \| $				$ 7,061			$ 1,068

Long-Lived Assets

12 Months Ended

Dec. 31, 2023

Long-Lived Assets

Long-Lived Assets

(7)Long-Lived Assets

Property and Equipment

Property and equipment as of December 31, 2023 consists of the following:


	Useful Life
	(Years)	2023		2022
Machinery and equipment	5 – 7	$	2,955	$	2,795
Computers and software	2		970		602
Furniture	5		474		475
Leasehold improvements	5		772		772
Other property	7		13		12
Gross property and equipment			5,184		4,656
Less accumulated depreciation			(3,093)		(2,425)
Net property and equipment		$	2,091	$	2,231

Depreciation expense for property and equipment for the years ended December 31, 2023 and 2022, was $684 and $276, respectively. The Company did not recognize any impairment losses for the years ended December 31, 2023 and 2022, other than losses on disposal of $44 and $310 in 2023 and 2022, respectively.

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 2023 and 2022 was $18 and $122, respectively. We recorded an impairment loss of $190 in 2023; no loss was recorded in

2022. The estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows:


2024	$	88
2025		88
2026		88
2027		88
2028		88
Thereafter		687
	$	1,127

Contingent Earnout Liability - Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate (Details)	Dec. 31, 2023 $ / shares Y	Sep. 30, 2023 $ / shares Y
Current stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input \| $ / shares	8.45	5.12
Expected share price volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input	65.0	65.0
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input	3.9	4.6
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input \| Y	4.6	4.9
Estimated dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input	0	0

Stockholders' Equity - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs)	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning Outstanding (in shares)	0
Awarded (in shares)	184,018
Released (in shares)	(25,091)
Forfeited (in shares)	(94,754)
Ending Outstanding (in shares)	64,173
Weighted-Average Grant-Date Fair Value per Share
Beginning Outstanding (in dollars per share) \| $ / shares	$ 0
Awarded (in dollars per share) \| $ / shares	10.30
Released (in dollars per share) \| $ / shares	10.30
Forfeited (in dollars per share) \| $ / shares	$ 10.30
Weighted average remaining contractual life	1 year 9 months 18 days

Dynavax Purchase (Details) $ in Thousands	1 Months Ended			6 Months Ended	12 Months Ended
Dynavax Purchase (Details) $ in Thousands	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jul. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 USD ($) item	Dec. 31, 2022 USD ($)
Asset Acquisition [Line Items]
Milestone payments					$ 1,000	$ 1,000
Dynavax Technologies
Asset Acquisition [Line Items]
Upfront payment				$ 9,000
Payment for asset acquisition	$ 4,000		$ 5,000
Number of commercial milestones \| item					4
Maximum aggregate milestone payments per development milestone					$ 170,000
Royalties as a percentage of net sales, under sales threshold					0.10
Royalties, sales threshold amount					$ 1,000,000
Royalties as a percentage of sales, over threshold amount					0.12
Dynavax Technologies \| Commercial Milestone
Asset Acquisition [Line Items]
Maximum aggregate milestone payments per development milestone					$ 80,000
Dynavax Technologies \| Minimum
Asset Acquisition [Line Items]
Payments for milestone		$ 1,000			1,000	$ 1,000
Dynavax Technologies \| Maximum
Asset Acquisition [Line Items]
Payments for milestone					$ 10,000

Cover	12 Months Ended
Cover	Dec. 31, 2023
Cover [Abstract]
Document Type	POS AM
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	true
Amendment Description	This Post-Effective Amendment No. 1 (this "Post-Effective Amendment No. 1") to the Registration Statement on Form S-1 (File No. 333- 274292) (the "Registration Statement"), as originally declared effective by the U.S. Securities and Exchange Commission (the "SEC") on December 26, 2023, is being filed to (i) include information contained in the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on April 11, 2024 (the "Annual Report") and (ii) update certain other information in the Registration Statement. The information included in this filing amends the Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement on August 31, 2023, as updated by Amendment No. 3 to Form S-1, filed December 15, 2023.

Inventory (Tables)

12 Months Ended

Dec. 31, 2023

Inventory

Summary of Components of Inventory

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


	2023		2022
Raw materials	$	607	$	753
Finished goods		1,938		718
Inventory, net	$	2,545	$	1,471

Accrued Liabilities

12 Months Ended

Dec. 31, 2023

Accrued Liabilities

Accrued Liabilities

(8)Accrued Liabilities

Accrued liabilities consists of the following:


	December 31,
	2023		2022
Accrued liabilities - clinical trials	$	3,115	$	410
Accrued liabilities - other	$	2,790	$	2,495
Accrued incentives		3,736		2,896
Accrued vacation		327		329
Accrued payroll		557		247
Accrued taxes	$	31	$	—
	$	10,556	$	6,377

Summary of Significant Accounting Policies (Details) $ in Thousands			1 Months Ended		12 Months Ended
	Oct. 02, 2023 USD ($)	Aug. 10, 2023 shares	Oct. 31, 2023 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2023 USD ($) segment shares	Dec. 31, 2022 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Derivative instrument, contingent consideration, liability, earnout period		5 years
Standby equity purchase agreement term	24 months		24 months
Number of operating segments \| segment					1
Advertising expense					$ 1,346	$ 2,201
Percentage of then-outstanding preferred stock on an as-converted to common stock basis					99.2
Standby Equity Purchase Agreement
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sale of stock, authorized amount	$ 30,000		$ 30,000		$ 30,000
Contingent earnout liability
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares unvested (in shares) \| shares		3,125,000			3,125,000
Accounts Receivable \| Customer Concentration Risk \| One Customer
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage						19.00%
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| One Customer
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage					0.00%	20.00%
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property, plant and equipment, useful life					7 years
Maximum \| Dynavax Technologies
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Payments for milestone					$ 10,000
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Property, plant and equipment, useful life					2 years
Minimum \| Dynavax Technologies
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Payments for milestone				$ 1,000	$ 1,000	$ 1,000

Stockholders' Equity - 2009 Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
2009 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options outstanding (in shares)	1,532,356	1,671,076	1,307,080
Stock options, contractual term	10 years
Granted (in shares)	279,306	550,049
Stock options, weighted average grant date fair value (in dollars per share)	$ 5.60
Recognized compensation expense	$ 245
Unrecognized compensation expense	$ 873
Compensation expense, period for recognition	1 year 6 months
2009 Plan \| Board of Directors and Other Non-Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)		177,973
2009 Plan \| Options to purchase common stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options available for future grant (in shares)	0
2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options outstanding (in shares)	2,069,705	0	0
Granted (in shares)	2,100,307	0
Stock options, weighted average grant date fair value (in dollars per share)	$ 4.08
Recognized compensation expense	$ 724
Unrecognized compensation expense	$ 7,766
Compensation expense, period for recognition	3 years 7 months 6 days
2023 Plan \| Board of Directors and Other Non-Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)	278,000
Minimum \| 2009 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options, graded vesting period	1 year
Maximum \| 2009 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options, graded vesting period	4 years

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
NOL carryforwards	$ 37,322	$ 30,421
Fixed assets and intangibles	2,565	2,371
Accruals	1,115	815
Inventory	222	76
Charitable contributions	37	35
Right-of-use assets	46	52
Capitalized R&D expenses	10,176	4,613
Stock-based compensation expense	305	76
Total deferred income tax assets	51,788	38,459
Deferred tax liabilities:
Prepaid expenses	(470)	(101)
Total deferred income tax assets and liabilities	51,318	38,358
Less: valuation allowance	(51,318)	(38,358)
Total deferred income tax assets and liabilities	$ 0	$ 0

Business Combination

12 Months Ended

Dec. 31, 2023

Business Combination

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 Business Combination, 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 December 31, 2023, the fair value of the MTAC Warrants increased to $16,916, resulting in a loss on the change in fair value of $14,348 and a gain of $10,855 in the Condensed Consolidated Statements of Operations for the year ended December 31, 2023.

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 (14) Convertible Preferred Stock 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 years 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 years 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 years 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 years 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. See Note (9) Contingent Earnout Liability for additional discussion of the Sponsor Earnout Shares and the liability we have recorded for them.

Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease expense	$ 473	$ 443
Finance lease expense:
Amortization of ROU assets	13	16
Interest on lease liabilities	4	4
Total finance lease expense	16	20
Total lease expense	$ 489	$ 463

Net Loss per Share - Schedule of Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	21,896,348	16,879,990
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	12,330,395
Preferred stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	2,878,519
Public and private warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	14,215,112	0
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,666,234	1,671,076

Dynavax Purchase

12 Months Ended

Dec. 31, 2023

Dynavax Purchase

Dynavax Purchase

(12)Dynavax Purchase

We purchased all of the intellectual property and trial drug substance for nelitolimod from Dynavax Technologies (“Dynavax”) in 2020. This was a purchase of in-process research and development (“IPR&D”). nelitolimod, 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. We believe that nelitolimod, when delivered using our PEDD devices, can improve therapeutic distribution to solid tumors and improve outcomes for liver metastases and pancreatic cancer.

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 2021, respectively), (b) milestone payments upon the achievement of certain development and commercial milestones, and (c) royalty payments based on aggregate annual net sales after nelitolimod 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 each of September 2021, after initiating our clinical study of uveal melanoma liver metastases; June 2022, after initiating our clinical study for primary liver tumors; and August 2023, after initiating our clinical study for pancreatic cancer. In 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 development milestone payments in R&D in 2023 and 2022. 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.

Stockholders' Equity - Summary of Exercise Price Range of Options Outstanding (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
2009 Plan
Class of Stock [Line Items]
Stock options outstanding (in shares)	1,532,356	1,671,076	1,307,080
Weighted average remaining contractual life	7 years 6 months	8 years 2 months 12 days	8 years 4 months 24 days
Stock options exercisable (in shares)	797,235
2009 Plan \| Exercise Price $0.41
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 0.41
Stock options outstanding (in shares)	326,589
Weighted average remaining contractual life	7 years 10 days
Stock options exercisable (in shares)	272,169
2009 Plan \| Exercise Price $1.22
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 1.22
Stock options outstanding (in shares)	200,832
Weighted average remaining contractual life	4 years 2 months 4 days
Stock options exercisable (in shares)	200,832
2009 Plan \| Exercise Price $2.03
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 2.03
Stock options outstanding (in shares)	7,415
Weighted average remaining contractual life	3 years 6 months 18 days
Stock options exercisable (in shares)	7,415
2009 Plan \| Exercise Price $2.43
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 2.43
Stock options outstanding (in shares)	810,855
Weighted average remaining contractual life	8 years 2 months 8 days
Stock options exercisable (in shares)	307,567
2009 Plan \| Exercise Price $3.65
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 3.65
Stock options outstanding (in shares)	4,250
Weighted average remaining contractual life	2 years 10 months 20 days
Stock options exercisable (in shares)	4,250
2009 Plan \| Exercise Price $10.30
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 10.30
Stock options outstanding (in shares)	182,415
Weighted average remaining contractual life	9 years 4 months 17 days
Stock options exercisable (in shares)	5,002
2023 Plan
Class of Stock [Line Items]
Stock options outstanding (in shares)	2,069,705	0	0
Weighted average remaining contractual life	9 years 8 months 4 days
Stock options exercisable (in shares)	1,324
2023 Plan \| Exercise Price $4.60
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 4.60
Stock options outstanding (in shares)	150,556
Weighted average remaining contractual life	9 years 9 months 29 days
Stock options exercisable (in shares)	0
2023 Plan \| Exercise Price $4.78
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 4.78
Stock options outstanding (in shares)	866,000
Weighted average remaining contractual life	9 years 8 months 8 days
Stock options exercisable (in shares)	0
2023 Plan \| Exercise Price $4.95
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 4.95
Stock options outstanding (in shares)	112,649
Weighted average remaining contractual life	9 years 9 months 7 days
Stock options exercisable (in shares)	1,324
2023 Plan \| Exercise Price $6.70
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 6.70
Stock options outstanding (in shares)	195,000
Weighted average remaining contractual life	9 years 7 months 28 days
Stock options exercisable (in shares)	0
2023 Plan \| Exercise Price $7.92
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 7.92
Stock options outstanding (in shares)	40,000
Weighted average remaining contractual life	9 years 11 months 19 days
Stock options exercisable (in shares)	0
2023 Plan \| Exercise Price $11.34
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 11.34
Stock options outstanding (in shares)	245,000
Weighted average remaining contractual life	9 years 7 months 9 days
Stock options exercisable (in shares)	0
2023 Plan \| Exercise Price $11.51
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 11.51
Stock options outstanding (in shares)	172,500
Weighted average remaining contractual life	9 years 7 months 13 days
Stock options exercisable (in shares)	0
2023 Plan \| Exercise Price $12.00
Class of Stock [Line Items]
Exercise Price (in dollars per share)	$ 12.00
Stock options outstanding (in shares)	288,000
Weighted average remaining contractual life	9 years 7 months 9 days
Stock options exercisable (in shares)	0

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Taxes

Income Taxes

(11)Income Taxes

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.

The income tax expenses (benefits) from continuing operations for the years ended December 31, 2023 and 2022, are summarized as follows:


	2023		2022
Federal:
Current	$	—	$	—
Deferred		—		—
		—		—
State:
Current		9		9
Deferred		—		—
		9		9
Total	$	9	$	9

The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2023 and 2022, due to the following items:


	2023		2022
Statutory rate	21.0	%	21.0	%
State and local taxes	3.4		2.0
Change in valuation allowance	(22.0)		(19.0)
Disallowed interest expense on convertible debt	—		—
Prior year true-up	1.0		1.0
Permanent differences	(3.4)		(5.0)
	—	%	—	%

The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at December 31, 2023 and 2022, are presented below:


	2023		2022
Deferred tax assets:
NOL carryforwards	$	37,322	$	30,421
Fixed assets and intangibles		2,565		2,371
Accruals		1,115		815
Inventory		222		76
Charitable contributions		37		35
Right-of-use assets		46		52
Capitalized R&D expenses		10,176		4,613
Stock-based compensation expense		305		76
Total deferred income tax assets		51,788		38,459
Deferred tax liabilities:
Prepaid expenses		(470)		(101)
Total deferred income tax assets and liabilities		51,318		38,358
Less: valuation allowance		(51,318)		(38,358)
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, 2023 and 2022 was $13,192 and $8,728, respectively.

As of December 31, 2023, 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, 2023
	Federal		State
NOLs expiring between 2029 and 2037	$	43,912	$	81,902
NOLs which do not expire		109,966		26,351
Total NOLs	$	153,878	$	108,253

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, 2023 and 2022, we did not have any unrecognized tax benefits and do 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.

We are subject to taxation in the United States, various state jurisdictions, and various foreign jurisdictions. We are subject to income tax examination by U.S. and state tax authorities for the calendar year ended December 31, 2023 and forward. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses and credits were generated and carried forward, and make adjustments up to the amount of the net operating losses and credits utilized in open tax years.

- 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

Leases - Schedules of Maturity (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	$ 380
2025	205
2026	213
2027	219
2028	226
Thereafter	657
Total undiscounted lease payments	1,900
Less imputed interest	(470)
Total lease liabilities	1,431
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024	87
2025	77
2026	9
2027	7
2028	0
Thereafter	0
Total undiscounted lease payments	180
Less imputed interest	(16)
Total lease liabilities	$ 164

Consolidated Balance Sheets (Parentheticals)	Dec. 31, 2023 $ / shares shares
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Liquidation preference (in dollars per share) \| $ / shares	$ 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) \| $ / shares	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000
Common stock, shares issued (in shares)	26,413,213
Common stock, shares outstanding (in shares)	347,926

Stockholders' Equity - 2023 Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Aug. 11, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options and RSUs outstanding (in shares)			2,816,224
Exercise price, percentage of estimated fair value per share, options	100.00%
Total common stock available for future issuance (in shares)	48,081,610	19,194,622
2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options and RSUs outstanding (in shares)	5,585,008
Stock options, contractual term	10 years
Stock options granted (in shares)	2,100,307	0
Stock options, weighted average grant date fair value (in dollars per share)	$ 4.08
Recognized compensation expense	$ 724
Unrecognized compensation expense	$ 7,766
Compensation expense, period for recognition	3 years 7 months 6 days
2023 Plan \| Board of Directors and Other Non-Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options granted (in shares)	278,000
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognized compensation expense	$ 433
Unrecognized compensation expense	$ 609
Compensation expense, period for recognition	1 year 6 months
Vesting period	4 years
Shares vesting at each annual anniversary, percent	25.00%
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Total common stock available for future issuance (in shares)	1,396,252
Share-based compensation arrangement by share-based payment award, automatic increase period	10 years
Share-based compensation arrangement by share-based payment award, automatic increase, percentage of total shares	0.02
Share-based compensation arrangement by share-based payment award, automatic increase, percentage of initial share reserve	2

Stockholders' Equity - Schedule of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
2009 Plan
Number of shares
Options outstanding, beginning balance (in shares)	1,671,076	1,307,080
Granted (in shares)	279,306	550,049
Exercised (in shares)	(222,627)	(82,879)
Forfeiture (in shares)	(195,399)	(103,174)
Options outstanding, ending balance (in shares)	1,532,356	1,671,076	1,307,080
Weighted average exercise price
Options outstanding, beginning balance (in dollars per share)	$ 1.62	$ 1.22
Granted (in dollars per share)	10.30	2.43
Exercised (in dollars per share)	0.94	0.81
Forfeiture (in dollars per share)	5.46	1.22
Options outstanding, ending balance (in dollars per share)	$ 2.78	$ 1.62	$ 1.22
Weighted average remaining contractual life
Weighted average remaining contractual life	7 years 6 months	8 years 2 months 12 days	8 years 4 months 24 days
2023 Plan
Number of shares
Options outstanding, beginning balance (in shares)	0	0
Granted (in shares)	2,100,307	0
Exercised (in shares)	0	0
Forfeiture (in shares)	(30,602)	0
Options outstanding, ending balance (in shares)	2,069,705	0	0
Weighted average exercise price
Options outstanding, beginning balance (in dollars per share)	$ 0	$ 0
Granted (in dollars per share)	7.32	0
Exercised (in dollars per share)	0	0
Forfeiture (in dollars per share)	4.79	0
Options outstanding, ending balance (in dollars per share)	$ 7.36	$ 0	$ 0
Weighted average remaining contractual life
Weighted average remaining contractual life	9 years 8 months 4 days
Weighted average remaining contractual life	9 years 8 months 12 days

Leases - Narrative (Details) $ in Thousands	12 Months Ended
Leases - Narrative (Details) $ in Thousands	Dec. 31, 2023 USD ($) item lease	Dec. 31, 2022 USD ($)	Oct. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Number of leases \| lease	4
Number of finance leases \| lease	4
Operating lease, weighted average remaining lease term	8 years
Finance lease, weighted average remaining lease term	3 years
Operating lease, weighted average discount rate, percent	8.10%
Finance lease, weighted average discount rate, percent	8.10%
Property and equipment, net	$ 2,091	$ 2,231
Short-term lease liabilities	76
Long-term lease liabilities	88
Lease expense	$ 489	463
Copier Equipment
Lessee, Lease, Description [Line Items]
Number of finance leases \| lease	3
Laboratory Equipment
Lessee, Lease, Description [Line Items]
Number of finance leases \| lease	1
Westminster Facility
Lessee, Lease, Description [Line Items]
Number of lease renewal options \| item	2
Lease renewal term	5 years
Property and equipment, net			$ 38
Short-term lease liabilities			6
Long-term lease liabilities			$ 32
Providence Facility
Lessee, Lease, Description [Line Items]
Property and equipment, net		310
Short-term lease liabilities		178
Long-term lease liabilities		$ 132
Bannockburn Facility
Lessee, Lease, Description [Line Items]
Lease renewal term	3 years
Cranston Facility
Lessee, Lease, Description [Line Items]
Lease renewal term	2 years

Long-Lived Assets (Tables)

12 Months Ended

Dec. 31, 2023

Long-Lived Assets

Schedule of Property, Plant and Equipment

Property and equipment as of December 31, 2023 consists of the following:


	Useful Life
	(Years)	2023		2022
Machinery and equipment	5 – 7	$	2,955	$	2,795
Computers and software	2		970		602
Furniture	5		474		475
Leasehold improvements	5		772		772
Other property	7		13		12
Gross property and equipment			5,184		4,656
Less accumulated depreciation			(3,093)		(2,425)
Net property and equipment		$	2,091	$	2,231

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense


2024	$	88
2025		88
2026		88
2027		88
2028		88
Thereafter		687
	$	1,127

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2023

Net Loss Per Share

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	December 31,
	2023	2022
Preferred stock	4,015,002	12,330,395
Preferred stock warrants	—	2,878,519
Public and private warrants	14,215,112	—
Options to purchase common stock	3,666,234	1,671,076
	21,896,348	16,879,990

Standby Equity Purchase Agreement

12 Months Ended

Dec. 31, 2023

Standby Equity Purchase Agreement

Standby Equity Purchase Agreement

(13)Standby Equity Purchase Agreement

On October 2, 2023, we entered into a Standby Equity Purchase Agreement (“SEPA”) with Yorkville. Yorkville is a fund managed by Yorkville Advisors Global, LP.

Pursuant to the SEPA, the Company shall have the right, but not the obligation, to sell to Yorkville up to $30.0 million of Common Stock, par value $0.0001 per share, 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 SEPA (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 of the 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. At the election of the Company, the shares will be issued and sold to Yorkville at a per-share price equal to: (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”), or (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 outstanding voting power or Common Stock. Further, Yorkville cannot purchase shares that would result in it acquiring more than 5,260,704 shares of Common Stock, which represents 19.99% of the outstanding Common Stock, as of the Effective Date of SEPA.

As described in Note (2) Summary of Significant Accounting Policies, the SEPA is accounted for as a derivative pursuant to ASC 815-10 and will be recognized at fair value in accordance with ASC 820. The Company intends to utilize the SEPA to access capital to fund its operations. The Company did not issue any Advances during the year ended December 31, 2023.

The estimated fair value of the SEPA derivative liability on October 2, 2023 was $183, which was determined using a scenario-based valuation model. The liability was remeasured to its fair value of $185 as of December 31, 2023, and is classified within other long-term liabilities in the Consolidated Balance Sheets. This remeasurement resulted in the recognition of a loss of $2 for the year ended December 31, 2023, classified as change in fair value of contingent liabilities in the Consolidated Statement of Operations. Assumptions used in the valuation are described below:


Valuation assumptions:	December 31, 2023			October 2, 2023
Expected draws	$	5,000		$	5,000
Expected probability of draws		90.0	%		90.0	%
Risk-free interest rate		5.4	%		4.9	%

The estimated fair value of the liability was determined using a scenario-based valuation model which assigned a probability to a number of different outcomes. The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including:

(a)

total expected draws of $5,000 through the issuance of five separate advances under the Option 1 Pricing Period;

(b)

the expected probability of the draws on the SEPA, which we estimate based on our expectation of the draws being completed; and

(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 agreement in relation to the date of the expected draw.

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

As of December 31, 2023, we did not sell any common stock under the SEPA. In March 2024, we sold 350,000 shares of common stock under the SEPA, raising approximately $3,141.

Stockholders' Equity - Schedule of Black-Scholes Valuation Assumptions (Details) - Options to purchase common stock	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
2009 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	53.00%	32.00%
Risk-free interest rate	4.20%	2.76%
2009 Plan \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	6 years	5 years 7 months 6 days
2009 Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	6 years 2 months 12 days	6 years 2 months 12 days
2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0.00%
Expected volatility	53.00%
Risk-free interest rate	4.20%
2023 Plan \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	6 years
2023 Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	6 years 2 months 12 days

Long-Lived Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Long-Lived Assets
2024	$ 88
2025	88
2026	88
2027	88
2028	88
Thereafter	687
Intangible assets, net	$ 1,127	$ 802

Contingent Earnout Liability

12 Months Ended

Dec. 31, 2023

Standby Equity Purchase Agreement

Contingent Earnout Liability

(9)Contingent Earnout Liability

As described in Note (2) Summary Of Significant Accounting Policies and Note (3) Business Combination, 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 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 $18,632 as of December 31, 2023. This remeasurement resulted in the recording gain of $10,295 for the year ended December 31, 2023, classified as change in fair value of contingent earnout liability in the Consolidated Statements of Operations. Assumptions used in the valuation are described below:


	December 31,			September 30,
	2023			2023
Current stock price	$	8.45		$	5.12
Expected share price volatility		65.0	%		65.0	%
Risk-free interest rate		3.9	%		4.6	%
Expected term (years)		4.6			4.9
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.

Standby Equity Purchase Agreement - Expected Volatility (Details) $ in Thousands	Dec. 31, 2023 USD ($)	Oct. 02, 2023 USD ($)
Expected draws
Derivative [Line Items]
Derivative liability, measurement input	5,000	5,000
Expected probability of draws
Derivative [Line Items]
Derivative liability, measurement input	0.900	0.900
Risk-free interest rate
Derivative [Line Items]
Derivative liability, measurement input	0.054	0.049

Standby Equity Purchase Agreement - Narrative (Details) $ / shares in Units, $ in Thousands			1 Months Ended		12 Months Ended
	Oct. 02, 2023 USD ($) $ / shares shares	Aug. 10, 2023 USD ($) shares	Mar. 31, 2024 USD ($) shares	Oct. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) item $ / shares
Derivative [Line Items]
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001				$ 0.0001
Standby equity purchase agreement term	24 months			24 months
Purchase agreement, number of trading days used for measurement of market price	3 days
Purchase agreement, ownership limitation	4.99
Remeasurement gain					$ 10,295
Purchase agreement, exchange cap	19.99
Number of advances \| item					5
Sale of stock (in shares) \| shares		4,015,002
Net proceeds on sale of stock		$ 40,150
Subsequent Event
Derivative [Line Items]
Sale of stock (in shares) \| shares			350,000
Net proceeds on sale of stock			$ 3,141
Expected draws
Derivative [Line Items]
Derivative liability, measurement input	5,000				5,000
SEPA derivative liability
Derivative [Line Items]
Remeasurement gain					$ (2)
Fair value of SEPA derivative liability	$ 183				185
Standby Equity Purchase Agreement
Derivative [Line Items]
Sale of stock, authorized amount	$ 30,000			$ 30,000	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
Remeasurement gain					2
Common stock, shares authorized for SEPA agreement (in shares) \| shares	5,260,704
Fair value of SEPA derivative liability	$ 183				$ 185

Convertible Preferred Stock - Summary of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Temporary Equity [Line Items]
Total convertible preferred stock	$ 0	$ 164,006	$ 160,507
Series A-1
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001
Convertible preferred stock, shares authorized (in shares)		131,797
Convertible preferred stock, shares issued (in shares)		131,797
Convertible preferred stock, shares outstanding (in shares)		131,797
Total convertible preferred stock		$ 6,065
Series A-2
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001
Convertible preferred stock, shares issued (in shares)		576,126
Convertible preferred stock, shares outstanding (in shares)		576,126
Total convertible preferred stock		$ 8,976
Series A-3
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001
Convertible preferred stock, shares authorized (in shares)		612,822
Convertible preferred stock, shares issued (in shares)		612,822
Convertible preferred stock, shares outstanding (in shares)		612,822
Total convertible preferred stock		$ 10,611
Series A-4
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001
Convertible preferred stock, shares authorized (in shares)		127,787
Convertible preferred stock, shares issued (in shares)		127,787
Convertible preferred stock, shares outstanding (in shares)		127,787
Total convertible preferred stock		$ 1,993
Series A-5
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001
Convertible preferred stock, shares authorized (in shares)		734,533
Convertible preferred stock, shares issued (in shares)		730,320
Convertible preferred stock, shares outstanding (in shares)		730,320
Total convertible preferred stock		$ 12,858
Series A-6
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001
Convertible preferred stock, shares authorized (in shares)		805,848
Convertible preferred stock, shares issued (in shares)		800,657
Convertible preferred stock, shares outstanding (in shares)		800,657
Total convertible preferred stock		$ 15,476
Series B
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001
Convertible preferred stock, shares authorized (in shares)		7,021,678
Convertible preferred stock, shares issued (in shares)		6,984,971
Convertible preferred stock, shares outstanding (in shares)		6,984,971
Total convertible preferred stock		$ 84,528
Series B-1
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001
Convertible preferred stock, shares authorized (in shares)		1,659,672
Convertible preferred stock, shares issued (in shares)		1,659,672
Convertible preferred stock, shares outstanding (in shares)		1,659,672
Total convertible preferred stock		$ 23,499
Series B-2
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001
Convertible preferred stock, shares authorized (in shares)		1,765,609
Convertible preferred stock, shares issued (in shares)		706,243
Convertible preferred stock, shares outstanding (in shares)		706,243
Series B-3 Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, par value per share (in dollars per share)		$ 0.001
Convertible preferred stock, shares authorized (in shares)		8,474,924
Convertible preferred stock, shares issued (in shares)		0
Convertible preferred stock, shares outstanding (in shares)		0

Summary Of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Summary Of Significant Accounting Policies

Basis of Presentation

(a)Basis of Presentation

Cash, Cash Equivalents, and Restricted Cash

(b)Cash, Cash Equivalents, and Restricted Cash

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

We did not sell to any distributors during the year ended December 31, 2023. As of December 31, 2022, one distributor customer constituted 19% of our accounts receivable balance.

Inventory

(e)Inventory

Use of Estimates

(f)Use of Estimates

Property and Equipment

(g)Property and Equipment

Leases

(h)Leases

Contingent Earnout Liability

(i)

Contingent Earnout Liability

Standby Equity Purchase Agreement, Warrants and Tranche Rights and Obligation Liabilities

(j)Standby Equity Purchase Agreement

(r)Warrants and Tranche Rights and Obligation Liabilities

Impairment and Disposal of Long-Lived Assets

(k)Impairment and Disposal of Long-Lived Assets

Share-Based Compensation

(l)Share-Based Compensation

Segment Reporting

(m)Segment Reporting

Revenue Recognition

(n)Revenue Recognition

Research and Development

(o)Research and Development

Advertising

(p)Advertising

Advertising expense, which is included in sales and marketing costs, is expensed as incurred, and expense for the years ended December 31, 2023 and 2022, was $1,346 and $2,201, respectively.

Income Taxes

(q)Income Taxes

Net Loss per Share

(s)Net Loss per Share

Recent Accounting Pronouncements

(t)Recent Accounting Pronouncements

Recently issued and Adopted Accounting pronouncements

Recently issued Accounting Pronouncements Not Yet Adopted

Income Taxes - Schedule of Net Operating Losses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Total NOLs	$ 37,322	$ 30,421
Federal
Operating Loss Carryforwards [Line Items]
NOLs expiring between 2029 and 2037	43,912
NOLs which do not expire	109,966
Total NOLs	153,878
State
Operating Loss Carryforwards [Line Items]
NOLs expiring between 2029 and 2037	81,902
NOLs which do not expire	26,351
Total NOLs	$ 108,253

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 11,777	$ 9,414
Accounts receivable	3,554	1,557
Inventory, net	2,545	1,471
Prepaid expenses	2,986	4,772
Total current assets	20,862	17,214
Property and equipment, net	2,091	2,231
Right-of-use assets	1,179	1,381
Intangible assets, net	1,127	802
Other assets	466	367
Total assets	25,725	21,995
Current liabilities:
Trade payables	3,391	4,947
Accrued liabilities	10,556	6,377
Short-term lease liabilities	351	370
Other current liabilities	389	142
Total current liabilities	14,687	32,357
Long-term lease liabilities	1,244	1,593
Contingent earnout liability	18,632	0
Warrant liabilities and other long-term liabilities	17,100	369
Total liabilities	51,663	34,319
Convertible Preferred Stock	0	164,006
Equity
Preferred Stock, Convertible preferred stock, Series A, $0.0001 par value per share, $10.00 liquidation value per share. Authorized 10,000,000 and 0 shares at December 31, 2023 and 2022, respectively; issued and outstanding, 4,015,002 and 0 shares at December 31, 2023 and 2022, respectively	0	0
Common stock, $0.0001 par value per share. Authorized 400,000,000 and 30,898,162 shares at December 31, 2023 and 2022, respectively; issued and outstanding 26,413,213 shares and 347,926 shares at December 31, 2023 and 2022, respectively	2	0
Additional paid-in capital	222,437	10,028
Accumulated deficit	(248,377)	(186,358)
Total stockholders' deficit	(25,938)	(176,330)
Total liabilities, convertible preferred stock and stockholders' deficit	25,725	21,995
Series B-2 tranche liabilities
Current liabilities:
Derivative liability, current	0	4,702
Series B-3 warrant liabilities
Current liabilities:
Derivative liability, current	$ 0	$ 15,819

Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accrued Liabilities
Accrued liabilities - clinical trials	$ 3,115	$ 410
Accrued liabilities - other	2,790	2,495
Accrued incentives	3,736	2,896
Accrued vacation	327	329
Accrued payroll	557	247
Accrued taxes	31	0
Accrued liabilities	$ 10,556	$ 6,377

Stockholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity

Shareholders' Equity

(15)Stockholders’ Equity

(a)Common Stock


Preferred stock:	2023	2022
Series A convertible preferred stock (assuming maximum conversion)	25,237,155	—
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
Total preferred stock	25,237,155	14,212,616

Warrants:
Public Warrants	8,333,333	—
Private Placement Warrants	5,933,333	—
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
Total Warrants	14,266,666	2,878,517

Employee Stock Purchase Plan	1,396,252	—

Equity Awards:
Stock options and restricted stock units outstanding	3,666,234	1,671,076
Shares available for future grant	3,515,303	432,413
Total Equity Awards	7,181,537	2,103,489
Grand Total	48,081,610	19,194,622

(b)Equity Awards

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.

The 2009 Plan and the 2023 Plan are 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.

As of December 31, 2023, the balances under the two plans are below.


	December 31, 2023
	Authorized	Outstanding	Available for Issue
2009 Plan	1,596,529	1,596,529	—
2023 Plan	5,585,008	2,069,705	3,515,303
Total	7,181,537	3,666,234	3,515,303

2009 Equity Incentive Plan

As of December 31, 2023 and 2022, there were in total 1,532,356 and 1,671,076, respectively, stock options issued and outstanding under the 2009 Plan. The 2009 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 2009 Plan is September 15, 2032. During the year ended December 31, 2023, we granted 279,306 options with a weighted average fair value of $5.60. At December 31, 2023, no options to purchase shares of common stock were available for grant.

Stock options are granted with an exercise price equal to the estimated fair value of the stock at the date of grant. Prior to the Business Combination, the fair value was determined by a third-party valuation performed in accordance with IRS Section 409A. No awards have been granted subsequent to the Business Combination, as the 2009 Plan was frozen and replaced by the 2023 Plan (see below). Options generally have a ten-year contractual term and typically have graded vesting over one to four years.

The following table summarizes activity for options issued to employees, consultants, and directors under the 2009 Plan:


				Weighted
		Weighted		average
		average		remaining
	Number of	exercise		contractual
	shares	price		life
Options outstanding at January 1, 2022	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
Granted	279,306		10.30	—
Exercised	(222,627)		0.94	—
Forfeiture	(195,399)		5.46	—
Options outstanding at December 31, 2023	1,532,356		2.78	7.5

The following table summarizes certain information about all options outstanding under the 2009 Plan as of December 31, 2023.


	Options outstanding		Options Exercisable
		Weighted
	Number	average	Number
	outstanding at	remaining	exercisable at
	December 31,	contractual	December 31,
Exercise Price	2023	life	2023
$0.41	326,589	7.03	272,169
$1.22	200,832	4.18	200,832
$2.03	7,415	3.55	7,415
$2.43	810,855	8.19	307,567
$3.65	4,250	2.89	4,250
$10.30	182,415	9.38	5,002
Total	1,532,356	7.50	797,235


2009 Plan	2023		2022
Valuation assumptions:
Expected dividend yield	—	%	—	%
Expected volatility	53	%	32	%
Expected term (years)⁽¹⁾	6.0 – 6.2		5.6 – 6.2
Risk-free interest rate	4.2	%	2.76	%

(1)

We granted 177,973 options to members of the Board of Directors and other non-employees during the year ended December 31, 2022.

Recognized compensation expense under the 2009 Plan for employees and nonemployees in 2023 was $245, which was predominately included in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2023, there was $873 of unrecognized compensation expense related to unvested share - based compensation arrangements granted under the equity incentive plan. The December 31, 2023, balance will be recognized over a weighted average period of 1.5 years.

2023 Equity Incentive Plan

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 ten 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 year ended December 31, 2023, we granted 2,100,307 options with a weighted average fair value of $4.08. The 2023 Plan will expire on August 10, 2033, unless modified by the Board of Directors or a duty authorized committee thereof.

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.

The following table summarizes certain information about all options outstanding under the 2023 Plan as of December 31, 2023.


				Weighted average
	Number of	Weighted average		remaining
	shares	exercise price		contractual life
Options outstanding at January 1, 2022	—	$	—	—
Granted	—		—	—
Exercised	—		—	—
Forfeiture	—		—	—
Options outstanding at December 31, 2022	—		—	—
Granted	2,100,307		7.32	—
Exercised	—		—	—
Forfeiture	(30,602)		4.79	—
Options outstanding at December 31, 2023	2,069,705		7.36	9.7

We granted 278,000 options to members of the Board of Directors and other non-employees during the year ended December 31, 2023.

The following table summarizes certain information about all options outstanding under the 2023 Plan as of December 31, 2023.


	Options outstanding		Options Exercisable
	Number	Weighted average	Number
	outstanding at	remaining	exercisable at
Exercise Price	December 31, 2023	contractual life	December 31, 2023
$4.60	150,556	9.83	—
$4.78	866,000	9.69	—
$4.95	112,649	9.77	1,324
$6.70	195,000	9.66	—
$7.92	40,000	9.97	—
$11.34	245,000	9.61	—
$11.51	172,500	9.62	—
$12.00	288,000	9.61	—
Total	2,069,705	9.68	1,324


2023 Plan	2023
Valuation assumptions:
Expected dividend yield	—	%
Expected volatility	53	%
Expected term (years)⁽¹⁾	6.0 - 6.2
Risk-free interest rate	4.2	%

Recognized compensation expense under the 2023 Plan for employees and nonemployees in 2023 was $724, which was predominately included in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2023, there was $7,766 of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the equity incentive plan. The December 31, 2023, balance will be recognized over a weighted average period of 3.6 years.

Restricted Stock

Pursuant to both the 2009 and 2023 Plans, we issue restricted stock unit awards (“RSUs”) and satisfy such grants through the issuance of new shares. RSUs are share awards that, upon vesting, will deliver to the holder shares of our common stock at specified vesting dates. Typically, RSUs vest over four years, with 25% of the awarded units vesting at each annual anniversary of the grant date.

The following table summarize activity for RSUs issued to employees and directors under the 2009 Plan. As of December 31, 2023, no RSUs had been granted under the 2023 Plan:


	Restricted	Weighted-Average		Weighted average
	Stock Units	Grant-Date Fair		remaining contractual
Restricted Stock:	(RSU)	Value per Share		life
Beginning Outstanding	—	$	—	—
Awarded	184,018		10.30	—
Released	(25,091)		10.30	—
Forfeited	(94,754)		10.30	—
RSUs outstanding at December 31, 2023	64,173			1.8

Recognized compensation expense for RSUs for employees and nonemployees in 2023 was $433, which was predominately included in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2023, there was $609 of unrecognized compensation expense related to unvested RSUs. The December 31, 2023, balance will be recognized over a weighted average period of 1.5 years.

(c)Employee Stock Purchase Plan

We maintain an Employee Stock Purchase Plan (“ESPP”), which provides our eligible employees and certain designated companies with an opportunity to purchase shares of Common Stock, to assist us in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for our success. The ESPP will become active in 2024. There are 1,396,252 shares of Common Stock reserved for issuance under the ESPP. The number of shares of Common Stock reserved for issuance under the ESPP will automatically increase on January 1 of each year for a period of up to ten years, beginning on January 1, 2024, and continuing through and including January 1, 2033, by an amount equal to the lesser of (a) two percent (2%) of the total number of shares of the Fully Diluted Common Stock determined on December 31 of the preceding year, and (b) 200% of the Initial Share Reserve.

Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash, cash equivalents and restricted cash
Cash and cash equivalents	$ 11,777	$ 9,414
Restricted cash (included in Other assets)	350	250
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows	$ 12,127	$ 9,664	$ 30,301