0001826667-24-000017 | 10-Q | XBRL Viewer | Trisalus Life Sciences INC

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Summary Of Significant Accounting Policies - Narrative (Details) - USD ($) shares in Thousands, $ in Millions			1 Months Ended
	Oct. 02, 2023	Aug. 10, 2023	Oct. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Derivative instrument, contingent consideration, liability, earnout period		5 years
Purchase agreement period	24 months		24 months
Standby Equity Purchase Agreement
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sale of stock, authorized amount	$ 30.0
Contingent earnout liability
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares unvested (in shares)		3,125

- Definition

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

+ References

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Reference 82: http://www.xbrl.org/2003/role/disclosureRef
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Reference 90: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes (Details)	3 Months Ended
Income Taxes (Details)	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Effective federal tax rate	0.00%

Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued Liabilities consists of the following:


	March 31, 2024		December 31, 2023
Accrued liabilities - clinical trials	$	3,345	$	3,115
Accrued liabilities	2,992		2,790
Accrued bonus	4,662		3,736
Accrued vacation	353		327
Accrued payroll	37		557
Accrued taxes	34		31
Total accrued liabilities	$	11,423	$	10,556

Warrants - Narrative (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) day $ / shares shares	Dec. 31, 2023 USD ($) shares	Aug. 10, 2023 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	14,215,112	14,215,112	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
Warrant and SEPA liabilities \| $	$ 14,580	$ 17,100	$ 28,927
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	8,281,779	8,281,779	8,333,272
Class of warrant or right, number of securities called by each warrant or right (in shares)			1
Exercise price of warrants (in dollars per share) \| $ / shares			$ 11.50
Warrants repurchased (in shares)		51,493
Payments for repurchase of warrants \| $		$ 20
Public warrants, term	5 years
Class of warrant or right, redemption price (in dollars per share) \| $ / shares	$ 0.01
Warrant redemption condition, share price (in dollars per share) \| $ / shares	$ 18.00
Class of warrant or right, conversion terms, threshold trading days \| day	20
Class of warrant or right, conversion terms, threshold consecutive trading days \| day	30
Warrant and SEPA liabilities \| $	$ 8,281		$ 1,500
Public Warrants \| Minimum
Class of Warrant or Right [Line Items]
Threshold number of business days before sending notice of redemption to warrant holders \| day	30
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	5,933,333	5,933,333	5,933,333
Warrant and SEPA liabilities \| $	$ 5,933		$ 1,068

Inventory (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Summary of Components of Inventory

The components of inventory are summarized as follows:


	March 31, 2024		December 31, 2023
Raw materials	$	790	$	607
Finished goods	2,123		1,938
Inventory, net	$	2,913	$	2,545

Nature of Business	3 Months Ended
Nature of Business	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business On August 10, 2023 (the "Closing Date"), TriSalus Life Sciences, Inc., a Delaware corporation (the “Company,” “TriSalus,” “we,” “us”), formerly known as MedTech Acquisition Corporation (“MTAC”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of November 11, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 4, 2023, the Second Amendment to Agreement and Plan of Merger, dated as of May 13, 2023, and the Third Amendment to Agreement and Plan of Merger, dated as of July 5, 2023 (as amended, the “Merger Agreement”), by and between MTAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of MTAC (“Merger Sub”) and TriSalus Operating Life Sciences, Inc. (formerly known as TriSalus Life Sciences, Inc.), a Delaware corporation (“Legacy TriSalus”), whereby Merger Sub merged with and into Legacy TriSalus with the separate corporate existence of Merger Sub ceasing (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and TriSalus Life Sciences, Inc. becoming the surviving company. The closing of the Business Combination is herein referred to as “the Closing.” In connection with the consummation of the Merger, on August 10, 2023, Legacy TriSalus changed its name from TriSalus Life Sciences, Inc. to TriSalus Operating Life Sciences, Inc., and MTAC changed its name from MedTech Acquisition Corporation to TriSalus Life Sciences, Inc., the surviving company ("New TriSalus”). As further described in Note (3) 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 condensed consolidated financial statements are of Legacy TriSalus. Description of the Business We are engaged in the research, development, and sales of innovative drug delivery technology and immune-oncology therapeutics to improve outcomes in difficult to treat liver and pancreatic cancer. Our technology is utilized in the delivery of our therapeutics and administered by interventional radiologists. We are developing and marketing two product lines — Pressure Enabled Drug Delivery (“PEDD™) infusion systems, in use today, and an investigational agent, nelitolimod, 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 microenvironment 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 both mapping and therapeutic 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. 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, and the closing of the Business Combination. Since inception of the Company in 2009 through March 31, 2024, 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 $3,708 from common stock and $57,466 from convertible notes and warrants, has funded our accumulated deficit of $261,596. During the three months ended March 31, 2024, we raised $3,141 in cash through the sale of common stock under the Standby Equity Purchase Agreement, which we entered into with YA II PN, Ltd. ("Yorkville") on October 2, 2023 (the "SEPA") and $7 from the exercise of stock options. See Note (13) Standby Equity Purchase Agreement for discussion of the SEPA. As of March 31, 2024, we had cash, cash equivalents, and restricted cash of $4,320. 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 an accumulated deficit of $261,596 as of March 31, 2024. We are currently undergoing a strategic transformation from a company focused solely on the sale of our infusion systems to a therapeutics company whereby our medical devices will be marketed in combination with the pharmaceutical drugs and other treatments that the devices deliver to patients. This transformation requires that we restructure our operating infrastructure, resulting in an increase in operating expenses — including the development of a candidate pharmaceutical — that, in the short term, will not be fully offset by increased revenues. We expect that our existing cash and cash equivalents, along with the proceeds from the Initial Commitment Amount we drew under the Credit Agreement (each as defined in Note (14) Debt), will not be sufficient to fund our projected liquidity requirement at least the next 12 months from the issuance date of the financial statements. If we are able to achieve certain targets specified in the Credit Agreement and are then able to draw the remainder of the funds available, and if market conditions allow us to sell additional shares under the SEPA, we believe we can fund our operations through the end of 2025. 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 condensed 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 condensed 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 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 the SEPA, subject to terms and conditions specified in the agreement. During the three months ended March 31, 2024, we sold 350,000 shares of common stock under the SEPA, raising $3,141. In April 2024, we sold 400,000 shares of common stock under the SEPA, raising $3,602. In addition, as described in Note (14) Debt, in April 2024, we entered into a secured loan for up to $50,000, of which we immediately drew $25,000, before expenses. Outside of these agreements, there can be no assurance that we will be able to raise such additional financing or, if available, that such financing can be obtained on satisfactory terms. If adequate capital resources are not available on a timely basis, we intend to consider limiting our operations substantially. This limitation of operations could include a hiring freeze, reductions in our workforce, reduction in cash compensation, deferring clinical trials and capital expenditures, and reducing other operating costs. Our current operating plan, which is in part determined based on our most recent results and trends, along with the items noted above, causes substantial doubt to exist about our ability to continue as a going concern and management’s plans do not alleviate the existence of substantial doubt. Our financial statements have been prepared assuming we will continue as a going concern, which contemplates the continuity of normal business activities and realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments that might be necessary should we be unable to continue as a going concern. We are subject to various risks and uncertainties frequently encountered by companies in the early stages of growth, particularly companies in the rapidly evolving market for medical technology-based and pharmaceutical products and services. Such risks and uncertainties include, but are not limited to, a limited operating history, need for additional capital, a volatile business and technological environment, the process to test and obtain approval to market the candidate pharmaceutical, the process to obtain continuing CMS approval and application for a new ACS code for our PEDD product for reimbursement, an evolving business model, and demand for our products. To address these risks, we must, among other things, gain access to capital in sufficient amounts and on acceptable terms, maintain and increase our customer base, implement and successfully execute our business strategy, develop the candidate pharmaceutical, continue to enhance our technology, provide superior customer service, and attract, retain, and motivate qualified personnel. There can be no guarantee that we will succeed in addressing such risks.

Financial Instruments - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Oct. 02, 2023	Aug. 10, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)	14,215,112	14,215,112		14,266,605
Exercise price of warrants (in dollars per share)				$ 11.50
Warrant and SEPA liabilities	$ 14,580	$ 17,100		$ 28,927
Contingent earnout liability	22,620	18,632		$ 28,927
SEPA derivative liability	14,214	16,916
SEPA derivative liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
SEPA derivative liability	$ 366	$ 185	$ 183
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)	8,281,779	8,281,779		8,333,272
Exercise price of warrants (in dollars per share)				$ 11.50
Warrant and SEPA liabilities	$ 8,281			$ 1,500
Closing price (in dollars per share)				$ 0.18
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)	5,933,333	5,933,333		5,933,333
Warrant and SEPA liabilities	$ 5,933			$ 1,068
SPAC Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and SEPA liabilities	$ 14,214			$ 2,568

Summary Of Significant Accounting Policies	3 Months Ended
Summary Of Significant Accounting Policies	Mar. 31, 2024
Accounting Policies [Abstract]
Summary Of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The interim unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2024. The accompanying interim unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2023. The December 31, 2023, condensed consolidated balance sheet is derived from the audited balance sheet included in the Annual Report on Form 10-K for the year ended December 31, 2023. A summary of our significant accounting policies is included in Note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult or complex judgments by us, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized below. Certain amounts in prior periods have been reclassified to conform with the report classifications for the periods ended March 31, 2024 and 2024. Specifically, the Company reclassified certain components of other income (expense) on the condensed consolidated statements of operations and the condensed consolidated statements of cash flows to add clarity. Total other income (expense) did not change for the current period. (a)Warrants 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 condensed 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. (b)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 condensed consolidated balance sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value at the Closing Date and is subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the condensed consolidated statements of operations. See Notes (4) Financial Instruments and (9) Contingent Earnout Liability for further detail. (c)Standby Equity Purchase Agreement In October 2023, we entered into the SEPA with YA II PN, Ltd. ("Yorkville"). Pursuant to the SEPA, we have the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at our request at any time during the 24 months following the execution of the SEPA, subject to certain conditions. We evaluated the contract that includes the right to require Yorkville to purchase shares of common stock in the future (“put right”) considering the guidance in ASC 815-40, Derivatives and Hedging — Contracts on an Entity’s Own Equity and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. Each period, we analyze the terms of the freestanding put right and record the balance as a liability. Changes in the fair value are recognized in earnings. (d)Use of Estimates The preparation of the condensed 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of earnout, warrant and tranche liabilities, and the valuation allowance on deferred tax assets. (e)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. 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 condensed 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 the 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. Recently Adopted Accounting Pronouncements 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 adopted ASU 2022-03 on January 1, 2024. The effect of the adoption had an immaterial impact on our condensed 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 15, 2024. We adopted ASU 2023-07 on January 1, 2024. The effect of the adoption had no impact on our condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted 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 condensed consolidated financial statements.

Share-Based Compensation (Details) - shares	Mar. 31, 2024	Jan. 01, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	9,541,495
Outstanding (in shares)	5,444,846
Available for Issue (in shares)	4,096,649
2009 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	1,570,793
Outstanding (in shares)	1,570,793
Available for Issue (in shares)	0
2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	7,970,702	8,004,324	5,585,008
Outstanding (in shares)	3,874,053
Available for Issue (in shares)	4,096,649

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Summary Of Significant Accounting Policies (Policies)	3 Months Ended
Summary Of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The interim unaudited condensed consolidated financial statements are comprised of the financial statements of the Company. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Certain information required by U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2024. The accompanying interim unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2023. The December 31, 2023, condensed consolidated balance sheet is derived from the audited balance sheet included in the Annual Report on Form 10-K for the year ended December 31, 2023. A summary of our significant accounting policies is included in Note 2 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain of our accounting policies are considered critical, as these policies are the most important to the depiction of our financial statements and require significant, difficult or complex judgments by us, often employing the use of estimates about the effects of matters that are inherently uncertain. Such policies are summarized below.
Reclassification	Certain amounts in prior periods have been reclassified to conform with the report classifications for the periods ended March 31, 2024 and 2024. Specifically, the Company reclassified certain components of other income (expense) on the condensed consolidated statements of operations and the condensed consolidated statements of cash flows to add clarity. Total other income (expense) did not change for the current period.
Warrant Liabilities, Contingent Earnout Liability, Standby Equity Purchase Agreement	Warrants 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 condensed 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. (b)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 condensed consolidated balance sheets because they do not qualify as being indexed to the Company’s own stock. The earnout liability was initially measured at fair value at the Closing Date and is subsequently remeasured at the end of each reporting period. The change in fair value of the earnout liability is recorded in the condensed consolidated statements of operations. See Notes (4) Financial Instruments and (9) Contingent Earnout Liability for further detail. (c)Standby Equity Purchase Agreement In October 2023, we entered into the SEPA with YA II PN, Ltd. ("Yorkville"). Pursuant to the SEPA, we have the right, but not the obligation, to sell to Yorkville up to $30,000 of shares of Common Stock at our request at any time during the 24 months following the execution of the SEPA, subject to certain conditions. We evaluated the contract that includes the right to require Yorkville to purchase shares of common stock in the future (“put right”) considering the guidance in ASC 815-40, Derivatives and Hedging — Contracts on an Entity’s Own Equity and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. Each period, we analyze the terms of the freestanding put right and record the balance as a liability. Changes in the fair value are recognized in earnings.
Use of Estimates	Use of EstimatesThe preparation of the condensed 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 condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. The most significant estimates relate to the valuation of earnout, warrant and tranche liabilities, and the valuation allowance on deferred tax assets.
Research and Development	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. 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 condensed 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 the 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.
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted	Recently Adopted Accounting Pronouncements 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 adopted ASU 2022-03 on January 1, 2024. The effect of the adoption had an immaterial impact on our condensed 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 15, 2024. We adopted ASU 2023-07 on January 1, 2024. The effect of the adoption had no impact on our condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted 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 condensed consolidated financial statements.

Warrants - Schedule of Warrants Outstanding (Details) - shares	Mar. 31, 2024	Dec. 31, 2023	Aug. 10, 2023
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	14,215,112	14,215,112	14,266,605
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	8,281,779	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	5,933,333

Contingent Earnout Liability - Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate (Details)	Mar. 31, 2024 $ / shares year	Dec. 31, 2023 $ / shares year
Current stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input \| $ / shares	9.75	8.45
Expected share price volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input	0.650	0.650
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input	0.043	0.039
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input \| year	4.4	4.6
Estimated dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input	0	0

Inventory

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventory

The components of inventory are summarized as follows:


	March 31, 2024		December 31, 2023
Raw materials	$	790	$	607
Finished goods	2,123		1,938
Inventory, net	$	2,913	$	2,545

Finished goods amounts include a reserve for excess or obsolete inventory of $211 and $117 as of March 31, 2024, and December 31, 2023, respectively.

Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 3,970	$ 11,777
Restricted cash (included in Other assets)	350	350
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$ 4,320	$ 12,127	$ 7,017	$ 9,664

Debt (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended
	Apr. 30, 2024	Apr. 30, 2024	Aug. 10, 2023
Debt Instrument [Line Items]
Exercise price of warrants (in dollars per share)			$ 11.50
Subsequent Event
Debt Instrument [Line Items]
Warrants issued in the period (in shares)	130,805
Exercise price of warrants (in dollars per share)	$ 9.5562	$ 9.5562
Delayed draw commitment amount, percentage used in calculation in issuance of additional warrants	5.00%	5.00%
Warrant expiration period	7 years
Loan Facility \| Secured Debt \| Subsequent Event
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	$ 50,000	$ 50,000
Proceeds from lines of credit		25,000
Loan Facility, Initial Commitment Amount \| Secured Debt \| Subsequent Event
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	25,000	25,000
Proceeds from lines of credit	25,000
Loan Facility, June 30, 2025 \| Secured Debt \| Subsequent Event
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	10,000	10,000
Loan Facility, December 31, 2025 \| Secured Debt \| Subsequent Event
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	$ 15,000	$ 15,000

Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	23,674,960	17,865,557
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	14,897,532
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	1,429,942
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	14,215,112	0
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	562,428	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)	4,882,418	1,538,083

Convertible Preferred Stock - Summary of Convertible Preferred Stock (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	$ 25,237,155
Issuances	0
Convertible preferred stock, ending balance	25,237,155
Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, beginning balance	25,237,155
Convertible preferred stock, ending balance	$ 25,237,155

- Definition

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

+ References

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

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

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

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

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

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

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

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

+ Details

Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 13	$ 22
Impairment expense	$ 0	$ 0
Patents
Finite-Lived Intangible Assets [Line Items]
Intangible asset, useful life	20 years

Contingent Earnout Liability (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

Assumptions used in the valuation are described below:


	March 31, 2024			December 31, 2023
Current stock price	$	9.75		$	8.45
Expected share price volatility	65.0		%	65.0		%
Risk-free interest rate	4.3		%	3.9		%
Expected term (years)	4.4			4.6
Estimated dividend yield	—		%	—		%

Assumptions used in the valuation are described below:


Valuation assumptions:	March 31, 2024			December 31, 2023
Expected draws	$	11,900		$	5,000
Expected probability of draws	100.0		%	90.0		%
Risk-free interest rate	5.5		%	5.4		%

Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

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 three months ended March 31, 2024 and 2023 was $13 and $22, respectively. We did not record an impairment loss in either period presented. The estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows:


2024	$	51
2025	51
2026	51
2027	51
2028	51
Thereafter	858
	$	1,113

Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical)	3 Months Ended
	Mar. 31, 2024 shares
Shares returned from options exercised, correction of clerical error (in shares)	(7,847)
Common stock
Exercise of options (in shares)	2,906

Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Aug. 10, 2023	Aug. 09, 2023	Mar. 31, 2024	Dec. 31, 2023
Temporary Equity [Line Items]
Preferred stock, shares authorized (in shares)			10,000,000	10,000,000
Preferred stock available for future issuance (in shares)			5,984,998
Undeclared cumulative dividends			$ 2,059
Automatic conversion, anniversary	4 years
Conversion price, first automatic reset		18 months
Conversion price, second automatic reset		47 months
Series A Convertible Preferred Stock, floor conversion price (in dollars per share)		$ 2.10
Number of trading days, VWAP		10 days
Liquidation preference (in dollars per share)			$ 10.00	$ 10.00
Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Issuances (in shares)	4,015,002
Original issue price (in dollars per share)		$ 10.00
Proceeds from the issuance of preferred stock	$ 40,150
Preferred stock, shares authorized (in shares)			10,000,000
Preferred stock, dividend rate, percentage		8.00%	8.00%
Liquidation preference (in dollars per share)			$ 10.00

Accrued Liabilities

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued Liabilities consists of the following:


	March 31, 2024		December 31, 2023
Accrued liabilities - clinical trials	$	3,345	$	3,115
Accrued liabilities	2,992		2,790
Accrued bonus	4,662		3,736
Accrued vacation	353		327
Accrued payroll	37		557
Accrued taxes	34		31
Total accrued liabilities	$	11,423	$	10,556

Convertible Preferred Stock (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Convertible Preferred Stock

The following table summarizes activity in Series A convertible preferred stock in the three months ended March 31, 2024. There was no activity in the three months ended March 31, 2023.


Series	Balance at December 31, 2023		Issuances		Balance at March 31, 2024
Series A convertible preferred stock (assuming maximum conversion)	$	25,237,155	$	—	$	25,237,155

Total convertible preferred stock	$	25,237,155	$	—	$	25,237,155

Business Combination	3 Months Ended
Business Combination	Mar. 31, 2024
Reverse Recapitalization [Abstract]
Business Combination	Business Combination On August 10, 2023, we consummated the previously announced merger pursuant to the Merger Agreement by and among MTAC, Merger Sub, Inc., and TriSalus Life Sciences, Inc. Upon the closing of the transactions contemplated by the Merger Agreement, Merger Sub merged with and into Legacy TriSalus (the “Business Combination”) with Legacy TriSalus surviving the merger as a wholly owned subsidiary of MTAC, renamed “TriSalus Operating Life Sciences, Inc.” In addition, in connection with the consummation of the Business Combination, MTAC was renamed “TriSalus Life Sciences, Inc.” Immediately prior to the effective time of the 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. 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 equity holdings at an exchange ratio of 0.02471853 (the “Exchange Ratio”) for an aggregate of 21,999,886 shares of our Common Stock. 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. See Note (10) Warrants for additional discussion of the warrants.

Business Combinations (Details) $ in Thousands	Aug. 10, 2023 USD ($) shares
Reverse Recapitalization [Line Items]
Proceeds from transaction	$ 42,854
Proceeds from MTAC trust account	2,704
Proceeds from private placement	40,150
Expenses related to business combination	1,742
Proceeds from business combination	36,854
Transaction costs incurred	6,069
Transaction costs paid from proceeds	$ 4,327
Exchange ratio (in shares) \| shares	0.02471853
Stock converted, reverse recapitalization (in shares) \| shares	21,999,886
MedTech Acquisition Corporation
Reverse Recapitalization [Line Items]
Expenses related to business combination	$ 6,000

Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 51
2025	51
2026	51
2027	51
2028	51
Thereafter	858
Intangible assets, net	$ 1,113	$ 1,127

Commitments And Contingencies	3 Months Ended
Commitments And Contingencies	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments And Contingencies	Commitments And Contingencies From time to time, we may have certain contingent liabilities, including litigation, which arise in the ordinary course of its business activities. We accrue contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on our condensed 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.

Convertible Preferred Stock

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Convertible Preferred Stock

Series A Convertible Preferred Stock

At the Closing Date on August 2023, we issued 4,015,002 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”).

As of March 31, 2024, the Company is authorized to issue up to 10,000,000 shares of preferred stock with 5,984,998 shares available for issuance. The original issue price of the Series A Convertible Preferred Stock was $10.00. The Series A Convertible Preferred Stock accrues cumulative dividends at the rate of 8.00% per annum on the original issue price. As of March 31, 2024, total undeclared cumulative dividends were $2,059. We have not recorded the undeclared dividends in our condensed consolidated financial statements, except the statement of operations.

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

(iv)Anti-dilution Provisions

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

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

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

(ii)the then-current Conversion Price, and

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

(iv)Liquidation Preferences

The terms of the Series A Convertible Preferred Stock provide for liquidation preferences in the event of a change in control, liquidation, dissolution, or certain other fundamental transactions of the Company (a “Liquidation Event”), none of which were deemed probable as of March 31, 2024. 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.

The following table summarizes activity in Series A convertible preferred stock in the three months ended March 31, 2024. There was no activity in the three months ended March 31, 2023.


Series	Balance at December 31, 2023		Issuances		Balance at March 31, 2024
Series A convertible preferred stock (assuming maximum conversion)	$	25,237,155	$	—	$	25,237,155

Total convertible preferred stock	$	25,237,155	$	—	$	25,237,155

Standby Equity Purchase Agreement (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

Assumptions used in the valuation are described below:


	March 31, 2024			December 31, 2023
Current stock price	$	9.75		$	8.45
Expected share price volatility	65.0		%	65.0		%
Risk-free interest rate	4.3		%	3.9		%
Expected term (years)	4.4			4.6
Estimated dividend yield	—		%	—		%

Assumptions used in the valuation are described below:


Valuation assumptions:	March 31, 2024			December 31, 2023
Expected draws	$	11,900		$	5,000
Expected probability of draws	100.0		%	90.0		%
Risk-free interest rate	5.5		%	5.4		%

Cash, Cash Equivalents and Restricted Cash

3 Months Ended

Mar. 31, 2024

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

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


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	3,970	$	11,777
Restricted cash (included in Other assets)	350		350
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	4,320	$	12,127

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

Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 790	$ 607
Finished goods	2,123	1,938
Inventory, net	2,913	2,545
Reserve for excess or obsolete inventory	$ 211	$ 117

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 6,457	$ 2,984
Cost of goods sold	971	662
Gross profit	5,486	2,322
Operating expenses:
Research and development	5,857	5,642
Sales and marketing	6,687	3,249
General and administrative	4,627	3,552
Loss from operations	(11,685)	(10,121)
Other income (expense):
Interest income	92	35
Interest expense	(3)	(5)
Loss on equity issuance	0	(1,465)
Extinguishment of tranche liability	0	881
Change in fair value of SEPA and warrant liabilities	2,521	2,421
Change in fair value of contingent earnout liability	(3,988)	0
Other expense, net	(153)	(19)
Loss before income taxes	(13,216)	(8,273)
Income tax (expense) benefit	(3)	5
Net loss available to common stockholders	(13,219)	(8,268)
Deemed dividend related to Series B-2 preferred stock down round provision	0	(959)
Undeclared dividends on Series A preferred stock	(801)	0
Net loss attributable to common stockholders	$ (14,020)	$ (9,227)
Net loss per share, basic (in dollars per share)	$ (0.60)	$ (0.57)
Net loss per share, diluted (in dollars per share)	$ (0.60)	$ (0.57)
Weighted average common shares outstanding, basic (in shares)	23,323,045	16,166,581
Weighted average common shares outstanding, diluted (in shares)	23,323,045	16,166,581

Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 01, 2024 shares	Mar. 31, 2024 USD ($) plan $ / shares shares	Dec. 31, 2023 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of equity incentive plans \| plan		2
Options and RSU's outstanding (in shares)		9,541,495
Share reserve increase, number of years		10 years
Additional number of shares authorized (in shares)	2,419,316
Options granted (in shares)		1,316,093
Options, weighted average fair value (in dollars per share) \| $ / shares		$ 5.36
Stock options exercise price, percentage of fair value		100.00%
Increase in common stock reserve for future issuance (in shares)	954,278
2009 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options issued (in shares)		1,506,620
Stock options outstanding (in shares)		1,506,620
Share-based compensation arrangement by share-based payment award, expiration period		10 years
Unrecognized compensation expense, options \| $		$ 836
Unrecognized compensation expense, RSUs \| $		$ 554
Unrecognized compensation expense, recognition period		1 year 7 months 6 days
Options and RSU's outstanding (in shares)		1,570,793
2009 Plan \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment arrangement, contractual term		1 year
2009 Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based payment arrangement, contractual term		4 years
2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense, options \| $		$ 12,852
Unrecognized compensation expense, recognition period		3 years 6 months
Options and RSU's outstanding (in shares)	8,004,324	7,970,702	5,585,008
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units outstanding (in shares)		64,173
Restricted stock units issued (in shares)		64,173
RSUs granted (in shares)		498,255
RSU weighted average fair value (in dollars per share) \| $ / shares		$ 9.46
Restricted stock units \| 2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense \| $		$ 4,547
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	2,350,530	2,350,530
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

Share-Based Compensation

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

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

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 March 31, 2024, the balances under the two plans are below.


	March 31, 2024
	Authorized	Outstanding	Available for Issue
2009 Plan	1,570,793	1,570,793	—
2023 Plan	7,970,702	3,874,053	4,096,649
Total	9,541,495	5,444,846	4,096,649

2009 Equity Incentive Plan

As of March 31, 2024, there were in total 1,506,620 stock options and 64,173 RSUs issued and outstanding under the 2009 Plan. Stock options were 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.

As of March 31, 2024, we had unrecognized compensation expense of $836 and $554, respectively, for options and RSUs granted under the 2009 Plan. The March 31, 2024, balance will be recognized over a weighted average period of 1.6 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 10 years, commencing on January 1, 2024, and ending on January 1, 2033, in an amount equal to (1) five percent of the total number of shares of the fully diluted Common Stock determined on December 31 of the preceding year, or (2) a lesser number of shares of Common Stock determined by our Board prior to January 1 of a given year. On January 1, 2024, the authorized shares under the 2023 Plan increased by 2,419,316 shares to 8,004,324. During the three months ended March 31, 2024, we granted 1,316,093 options with a weighted average fair value of $5.36, and 498,255 restricted stock units with a weighted average fair value of $9.46.

As of March 31, 2024, we had unrecognized compensation expense of $12,852 and $4,547, respectively, for options and RSUs granted under the 2023 Plan. The balance at March 31, 2024, will be recognized over a weighted average period of 3.5 years.

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.

Employee Stock Purchase Plan

We maintain an Employee Stock Purchase Plan ("ESPP"), which provides our eligible employees 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 became active in 2024. There are 2,350,530 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. On January 1, 2024, the authorized shares under ESPP increased by 954,278 shares to 2,350,530.

Debt	3 Months Ended
Debt	Mar. 31, 2024
Debt Disclosure [Abstract]
Debt	Debt On April 30, 2024 (the "OrbiMed Closing Date"), we entered into a Credit Agreement (the "Credit Agreement") with OrbiMed Royalty & Credit Opportunities IV, LP ("OrbiMed"), a healthcare investment firm, and certain of its affiliates to support the execution of strategic expansion plans, fuel continued growth, and provide financial flexibility. The Credit Agreement provides for up to $50,000 in senior secured term debt (the “Loan Facility”), of which (i) $25,000 was made available to us on the Closing Date (the “Initial Commitment Amount”) and (ii) up to $10,000 will be made available to us on or prior to June 30, 2025 and up to $15,000 will be made available to us on or prior to December 31, 2025, in each case, subject to the satisfaction of certain revenue requirements (such additional commitment amounts, the “Delayed Draw Commitment Amount”). The term loan will mature on April 30, 2029. On April 30, 2024, we borrowed the Initial Commitment Amount, resulting in gross proceeds of $25,000. In connection with the closing of the Initial Commitment Amount, we also issued OrbiMed a warrant to purchase 130,805 shares of our common stock, with an exercise price of $9.5562 (the "Initial OrbiMed Warrant"). The Initial OrbiMed Warrant expires on April 30, 2031. On each of the closings of the Delayed Draw Commitment Amounts, if any, we agreed to issue additional warrants to purchase a number of shares of our common stock determined by dividing 5% of the applicable Delayed Draw Commitment Amount by the 10-day volume weighted average sale price of our common stock as of the issue date (the “Subsequent OrbiMed Warrants” and collectively, with the Initial OrbiMed Warrant, the “OrbiMed Warrants” and together with the SPAC Warrants, the “Warrants”). The Subsequent Warrants will expire seven years from each applicable issuance date, if any. In connection with the OrbiMed Warrants, we entered into a Registration Rights Agreement with OrbiMed (the “OrbiMed Registration Rights Agreement”), whereby OrbiMed will have certain customary registration rights with respect to the shares of common stock underlying the OrbiMed Warrants.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

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

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

+ Details

Financial Instruments - Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 16,916
Change in Unrealized (Gains) Losses	(2,702)
Issuances (Settlements)	0
Ending balance	14,214
Public Warrants \| Level 1
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	9,855
Change in Unrealized (Gains) Losses	(1,574)
Issuances (Settlements)	0
Ending balance	8,281
Private Placement Warrants \| Level 2
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	7,061
Change in Unrealized (Gains) Losses	(1,128)
Issuances (Settlements)	0
Ending balance	5,933
Contingent earnout liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	18,632
Change in Unrealized (Gains) Losses	3,988
Issuances (Settlements)	0
Net Transfer In (Out) of Level 3	0
Ending balance	22,620
SEPA derivative liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	185
Change in Unrealized (Gains) Losses	181
Issuances (Settlements)	0
Net Transfer In (Out) of Level 3	0
Ending balance	$ 366
Warrant liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		$ 369
Change in Unrealized (Gains) Losses		(1)
Issuances (Settlements)		(106)
Net Transfer In (Out) of Level 3		0
Ending balance		262
Series B-2 tranche liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		4,702
Change in Unrealized (Gains) Losses		(608)
Issuances (Settlements)		(881)
Net Transfer In (Out) of Level 3		0
Ending balance		3,213
Series B-3 warrant liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		15,819
Change in Unrealized (Gains) Losses		(1,812)
Issuances (Settlements)		(6,880)
Net Transfer In (Out) of Level 3		0
Ending balance		7,127
Settlements		11,527
Issuances		$ 4,647

Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Plan Balances

As of March 31, 2024, the balances under the two plans are below.


	March 31, 2024
	Authorized	Outstanding	Available for Issue
2009 Plan	1,570,793	1,570,793	—
2023 Plan	7,970,702	3,874,053	4,096,649
Total	9,541,495	5,444,846	4,096,649

Financial Instruments

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Financial Instruments

Our financial instruments consist of cash, cash equivalents, accounts receivable, trade payables, contingent earnout liability, and warrants to purchase preferred and common stock. The carrying values of these financial instruments (other than warrants and tranche and earnout liabilities, which are held at fair value) approximate fair value at March 31, 2024, and December 31, 2023. 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.

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 (the "Public Warrants") and 5,933,333 are privately held (the "Private Placement Warrants" and together with the Public Warrants, the "SPAC Warrants"). At the Closing Date, we determined the fair value of all the SPAC warrants to be $2,568 based on the closing price of $0.18 for the Public 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.

On October 2, 2023, we entered into the 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 $366 at March 31, 2024; we recorded the change in fair value in other income and expense, net.

The carrying amount of our outstanding SPAC warrants liabilities was $14,214 at March 31, 2024. The carrying amount of outstanding earnout liability was $22,620 at March 31, 2024. The carrying amount of the outstanding SEPA derivative liability was $366 at March 31, 2024. 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 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.

The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability and SEPA derivative liability for the three months ended March 31, 2024 and 2023.


Warrant Liabilities	Fair Value at December 31, 2023		Change in Unrealized (Gains) Losses		Issuances (Settlements)		Fair Value at March 31, 2024
Public warrants - Level 1	$	9,855	$	(1,574)	$	—	$	8,281
Private warrants - Level 2	$	7,061	$	(1,128)	$	—	$	5,933
Total	$	16,916	$	(2,702)	$	—	$	14,214


Level 3 Liabilities	Fair Value at December 31, 2023		Change in Unrealized (Gains) Losses		Issuances (Settlements)		Net Transfer In (Out) of Level 3		Fair Value at March 31, 2024
Contingent earnout liability	$	18,632	$	3,988	$	—	$	—	$	22,620
SEPA derivative liability	$	185	$	181	$	—	$	—	$	366


Level 3 Liabilities	Fair Value at December 31, 2022		Change in Unrealized (Gains) Losses		Issuances (Settlements)			Net Transfer In (Out) of Level 3		Fair Value at March 31, 2023
Warrant liabilities	$	369	$	(1)	$	(106)		$	—	$	262
Series B-2 tranche liabilities	$	4,702	$	(608)	$	(881)		$	—	$	3,213
Series B-3 warrant liabilities	$	15,819	$	(1,812)	$	(6,880)	(1)	$	—	$	7,127

(1)This amount includes settlements of $11,527, transferred to convertible preferred stock, offset by issuances of $4,647

- 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

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

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


2024	$	51
2025	51
2026	51
2027	51
2028	51
Thereafter	858
	$	1,113

Dynavax Purchase	3 Months Ended
Dynavax Purchase	Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]
Dynavax Purchase	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 2020, respectively), (b) milestone payments upon the achievement of certain development and commercial milestones, and (c) royalty payments based on aggregate annual net sales after nelitolimod receives Food and Drug Administration ("FDA") approval to be sold. The milestone payments range from $1,000 to $10,000, triggered by development achievements for each of up to four indications. The development milestone payments cannot exceed $170,000. We have made milestone payments of $1,000 in September 2021, after initiating our clinical study of uveal melanoma liver metastases, June 2022, after initiating our clinical study for primary liver tumors, and August 2023, after initiating our clinical study for pancreatic cancer. In aggregate, the commercial milestones shall not exceed $80,000. We will also pay annual royalties at the rate of 10% for aggregate annual net sales less than or equal to $1,000,000 and 12% for aggregate annual net sales above that amount. We record the milestone payments in R&D expense when they are incurred. We have reflected these milestone payments in the Condensed 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.

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 3,970	$ 11,777
Accounts receivable	4,277	3,554
Inventory, net	2,913	2,545
Prepaid expenses	2,031	2,986
Total current assets	13,191	20,862
Property and equipment, net	1,965	2,091
Right-of-use assets	1,196	1,179
Intangible assets, net	1,113	1,127
Other assets	424	466
Total assets	17,889	25,725
Current liabilities:
Trade payables	2,348	3,391
Accrued liabilities	11,423	10,556
Short-term lease liabilities	363	351
Other current liabilities	260	389
Total current liabilities	14,394	14,687
Long-term lease liabilities	1,218	1,244
Contingent earnout liability	22,620	18,632
Warrant and SEPA liabilities	14,580	17,100
Total liabilities	52,812	51,663
Stockholders’ deficit:
Preferred stock, Series A, $0.0001 par value per share, $10.00 liquidation value per share. Authorized $10,000,000 shares at March 31, 2024 and December 31, 2023, respectively; issued and outstanding, $4,015,002 shares at March 31, 2024 and December 31, 2023, respectively.	0	0
Common stock, $0.0001 par value per share. Authorized $400,000,000 shares at March 31, 2024 and December 31, 2023, respectively; issued and outstanding, 26,758,272 and $26,413,213 shares at March 31, 2024, and December 31, 2023, respectively.	2	2
Additional paid-in capital	226,671	222,437
Accumulated deficit	(261,596)	(248,377)
Total stockholders’ deficit	(34,923)	(25,938)
Total liabilities and stockholders’ deficit	$ 17,889	$ 25,725

Standby Equity Purchase Agreement

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Standby Equity Purchase Agreement

Contingent Earnout Liability

In connection with the execution of the Merger Agreement (see Note (3) Business Combination), 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 the unvested Common Stock held by the Sponsor Holders will only vest if, during the five year period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $15.00 for any 20 trading days within a period of 30 consecutive trading days, (ii) 25% of the shares of the unvested Common Stock held by the Sponsor Holders will only vest if, during the five year period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $20.00 for any 20 trading days within a period of 30 consecutive trading days, (iii) 25% of the shares of the unvested Common Stock held by the Sponsor Holders will only vest if, during the five year period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $25.00 for any 20 trading days within a period of 30 consecutive trading days; and (iv) 25% of the shares of the unvested Common Stock held by the Sponsor Holders will only vest if, during the five year period following the Closing, the volume weighted average price of our Common Stock equals or exceeds $30.00 for any 20 trading days within a period of 30 consecutive trading days. Additionally, the Sponsor Earnout Shares will vest if there is a change in control of our company on or before the 5th anniversary of the Closing Date that results in the holders of our Common Stock receiving a price per share equal to or in excess of the applicable earnout targets. Any such shares held by the Sponsor Holders that remain unvested after the 5th anniversary of the Closing will be forfeited.

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 and $22,620 as of December 31, 2023 and March 31, 2024, respectively. This remeasurement resulted in the recording of $3,988 for the three months ended March 31, 2024, classified as change in fair value of contingent earnout liability in the Condensed Consolidated Statements of Operations. Assumptions used in the valuation are described below:


	March 31, 2024			December 31, 2023
Current stock price	$	9.75		$	8.45
Expected share price volatility	65.0		%	65.0		%
Risk-free interest rate	4.3		%	3.9		%
Expected term (years)	4.4			4.6
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 0% 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

In October 2023, we entered into the 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 and is recognized as a liability measured 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 liability on December 31, 2023, was $185, which was determined using a scenario-based valuation model. The liability was remeasured to its fair value of $366 as of March 31, 2024, and is classified within other long-term liabilities in the Condensed Consolidated Balance Sheets. This remeasurement resulted in the recognition of a loss of $181 for three months ended March 31, 2024, classified as change in fair value of SEPA, tranche and warrant liabilities in the Condensed Consolidated Statement of Operations. Assumptions used in the valuation are described below:


Valuation assumptions:	March 31, 2024			December 31, 2023
Expected draws	$	11,900		$	5,000
Expected probability of draws	100.0		%	90.0		%
Risk-free interest rate	5.5		%	5.4		%

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 $11,900 and $5,000, at March 31, 2024, and December 31, 2023, respectively, through the issuance of multiple separate advances under the Option 2 Pricing Period at March 31, 2024, and Option 1 Pricing Period at December 31, 2023;

(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.

During the three months ended March 31, 2024, we sold 350,000 shares of common stock under the SEPA, raising approximately $3,141. In April 2024, we sold 400,000 shares of common stock under the SEPA, raising $3,602.

Condensed Consolidated Statements of Stockholders' Deficit - USD ($)
$ in Thousands

Total

Preferred stock

Common stock

Additional paid-in capital

Accumulated deficit

Beginning balance (in shares) at Dec. 31, 2022

Balance, beginning of period at Dec. 31, 2022

$ (176,329)

$ 0

$ 14

$ 10,015

$ (186,358)

Balances, beginning of period (in shares) at Dec. 31, 2022

14,075,524

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Exercise of options (in shares)

3,877,352

Exercise of options

$ 4

Stock-based compensation

Deemed dividend

959

(959)

Net loss

(8,268)

Ending balance (in shares) at Mar. 31, 2023

Balance, end of period at Mar. 31, 2023

$ (184,473)

$ 0

$ 18

11,094

(195,585)

Balances, end of period (in shares) at Mar. 31, 2023

17,952,876

Beginning balance (in shares) at Dec. 31, 2023

4,015,002

Balance, beginning of period at Dec. 31, 2023

$ (25,938)

$ 0

$ 2

222,437

(248,377)

Balances, beginning of period (in shares) at Dec. 31, 2023

26,413,213

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Exercise of options (in shares)

^[1]

(4,941)

Exercise of options (in shares)

2,906

Exercise of options

$ 7

Stock-based compensation

1,086

Proceeds from sale of common stock (in shares)

350,000

Proceeds from sale of common stock

3,141

Net loss

$ (13,219)

(13,219)

Ending balance (in shares) at Mar. 31, 2024

4,015,002

Balance, end of period at Mar. 31, 2024

$ (34,923)

$ 0

$ 2

$ 226,671

$ (261,596)

Balances, end of period (in shares) at Mar. 31, 2024

26,758,272

[1]	Amount reflects 2,906 shares issued for option exercises and 7,847 shares returned from options exercised in 2023 to correct clerical error.

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 08, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39813
Entity Registrant Name	TRISALUS LIFE SCIENCES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3009869
Entity Address, Address Line One	6272 W 91st Ave
Entity Address, City or Town	Westminster
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80031
City Area Code	(888)
Local Phone Number	321-5212
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		27,159,327
Entity Central Index Key	0001826667
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Common stock, $0.0001 par value
Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value
Trading Symbol	TLSI
Security Exchange Name	NASDAQ
Warrants
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of registrant's common stock at an exercise price of $11.50 per share
Trading Symbol	TLSIW
Security Exchange Name	NASDAQ

Standby Equity Purchase Agreement - Expected Volatility (Details)	Mar. 31, 2024	Dec. 31, 2023
Expected draws
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	11,900,000	5,000,000
Expected probability of draws
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	1.000	0.900
Risk-free interest rate
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	0.055	0.054

Contingent Earnout Liability - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended
	Aug. 10, 2023 USD ($) trading_day $ / shares shares	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instrument, contingent consideration, liability, earnout period	5 years
Warrant and SEPA liabilities \| $	$ 28,927	$ 14,580		$ 17,100
Contingent earnout liability \| $	$ 28,927	22,620		$ 18,632
Change in fair value of SEPA and warrant liabilities \| $		$ 2,521	$ 2,421
Estimated dividend yield
Derivative Instruments, Gain (Loss) [Line Items]
Contingent earnout liability, measurement input		0		0
Minimum
Derivative Instruments, Gain (Loss) [Line Items]
Earnout period, threshold trading days \| trading_day	20
Maximum
Derivative Instruments, Gain (Loss) [Line Items]
Earnout period, threshold consecutive trading days \| trading_day	30
Tranche One
Derivative Instruments, Gain (Loss) [Line Items]
Earnout shares vesting percentage	0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	$ 15.00
Tranche Two
Derivative Instruments, Gain (Loss) [Line Items]
Earnout shares vesting percentage	0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	$ 20.00
Tranche Three
Derivative Instruments, Gain (Loss) [Line Items]
Earnout shares vesting percentage	0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	$ 25.00
Tranche Four
Derivative Instruments, Gain (Loss) [Line Items]
Earnout shares vesting percentage	0.25
Earnout shares vesting requirement, weighted average price per share (in dollars per share) \| $ / shares	$ 30.00
Contingent earnout liability
Derivative Instruments, Gain (Loss) [Line Items]
Shares unvested (in shares) \| shares	3,125
Contingent earnout liability
Derivative Instruments, Gain (Loss) [Line Items]
Change in fair value of SEPA and warrant liabilities \| $		$ 3,988

Cash, Cash Equivalents and Restricted Cash (Tables)

3 Months Ended

Mar. 31, 2024

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents

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


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	3,970	$	11,777
Restricted cash (included in Other assets)	350		350
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	4,320	$	12,127

Schedule of Restricted Cash

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


	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	3,970	$	11,777
Restricted cash (included in Other assets)	350		350
Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows	$	4,320	$	12,127

Warrants - Schedule of Warrant Activity (Details) - shares	Mar. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Warrants outstanding, beginning balance (in shares)	14,215,112	14,266,605
Warrants outstanding, ending balance (in shares)	14,215,112	14,215,112
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding, beginning balance (in shares)	8,281,779	8,333,272
Warrants outstanding, ending balance (in shares)	8,281,779	8,281,779
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding, beginning balance (in shares)	5,933,333	5,933,333
Warrants outstanding, ending balance (in shares)	5,933,333	5,933,333

Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued liabilities - clinical trials	$ 3,345	$ 3,115
Accrued liabilities	2,992	2,790
Accrued bonus	4,662	3,736
Accrued vacation	353	327
Accrued payroll	37	557
Accrued taxes	34	31
Total accrued liabilities	$ 11,423	$ 10,556

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes At the end of each interim period, we make our best estimate of the effective tax rate expected to be applicable for the full calendar year and use that rate to provide for income taxes on a current year-to-date basis before discrete items. If a reliable estimate cannot be made, we may make a reasonable estimate of the annual effective tax rate, including use of the actual effective rate for the year-to-date. The impact of the discrete items is recorded in the quarter in which they occur. We utilize the balance sheet method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. In assessing the realizability of the deferred tax assets, we considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized through the generation of future taxable income. In making this determination, we assessed all of the evidence available at the time including recent earnings, forecasted income projections, and historical financial performance. We have fully reserved deferred tax assets as a result of this assessment. Based on our full valuation allowance against the net deferred tax assets, our effective federal tax rate for the calendar year is zero, and we recorded an immaterial income tax expense in the three months ended March 31, 2024 and 2023. We continue to believe it is more likely than not that some or all of the benefits from its deferred tax assets will not be realized, and accordingly, believe a valuation allowance is still warranted on these assets. Management assesses the available positive and negative evidence, including future reversals of temporary differences, tax-planning strategies and future taxable income, to estimate whether sufficient future taxable income will be generated to permit the use of deferred tax assets. If we conclude it is more likely than not that a portion, or all, of our deferred tax assets will not be realized, the deferred tax asset is reduced by a valuation allowance. A significant piece of objective negative evidence evaluated is the cumulative loss incurred over recent years. Such objective negative evidence limits the ability to consider other subjective positive evidence. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income change or if objective negative evidence, in the form of cumulative losses, is no longer present and additional weight is given to subjective evidence such as future growth. We evaluate the appropriateness of its valuation allowance on a quarterly basis.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

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

+ Details

Net Loss Per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

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 three-month periods ended March 31, 2024 and 2023, 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:


	March 31,
	2024	2023
Preferred stock	4,015,002	14,897,532
Preferred stock warrants	—	1,429,942
Common stock warrants	14,215,112	—
Restricted stock units	562,428	—
Options to purchase common stock	4,882,418	1,538,083
	23,674,960	17,865,557

Warrants (Tables)

3 Months Ended

Mar. 31, 2024

Warrants and Rights Note Disclosure [Abstract]

Schedule of Warrants Outstanding

Warrants outstanding at March 31, 2024, and December 31, 2023, are as follows:


	March 31, 2024	December 31, 2023
Public Warrants	8,281,779	8,281,779
Private Placement Warrants	5,933,333	5,933,333
Total warrants	14,215,112	14,215,112

The following table summarizes activity in warrants to purchase common stock in the three months ended March 31, 2024. There was no activity in the three months ended March 31, 2023.


Series	Balance at December 31, 2023	Exercises	Issuances	Retirements / Conversions	Balance at March 31, 2024
Public Warrants	8,281,779	—	—	—	8,281,779
Private Placement Warrants	5,933,333	—	—	—	5,933,333

Dynavax Purchase (Details) - Dynavax Technologies $ in Thousands	1 Months Ended		3 Months Ended	6 Months Ended
	Dec. 31, 2020 USD ($)	Jul. 31, 2020 USD ($)	Mar. 31, 2024 USD ($) milestone	Dec. 31, 2020 USD ($)
Asset Acquisition [Line Items]
Upfront payment				$ 9,000
Payment for asset acquisition	$ 4,000	$ 5,000
Number of commercial milestones \| milestone			4
Maximum aggregate milestone payments per development milestone			$ 170,000
Royalties as a percentage of net sales, under sales threshold			0.10
Royalties, sales threshold amount			$ 1,000,000
Royalties as a percentage of sales, over threshold amount			0.12
Commercial Milestone
Asset Acquisition [Line Items]
Maximum aggregate milestone payments per development milestone			$ 80,000
Minimum
Asset Acquisition [Line Items]
Payments for milestone			1,000
Maximum
Asset Acquisition [Line Items]
Payments for milestone			$ 10,000

Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

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


Warrant Liabilities	Fair Value at December 31, 2023		Change in Unrealized (Gains) Losses		Issuances (Settlements)		Fair Value at March 31, 2024
Public warrants - Level 1	$	9,855	$	(1,574)	$	—	$	8,281
Private warrants - Level 2	$	7,061	$	(1,128)	$	—	$	5,933
Total	$	16,916	$	(2,702)	$	—	$	14,214


Level 3 Liabilities	Fair Value at December 31, 2023		Change in Unrealized (Gains) Losses		Issuances (Settlements)		Net Transfer In (Out) of Level 3		Fair Value at March 31, 2024
Contingent earnout liability	$	18,632	$	3,988	$	—	$	—	$	22,620
SEPA derivative liability	$	185	$	181	$	—	$	—	$	366


Level 3 Liabilities	Fair Value at December 31, 2022		Change in Unrealized (Gains) Losses		Issuances (Settlements)			Net Transfer In (Out) of Level 3		Fair Value at March 31, 2023
Warrant liabilities	$	369	$	(1)	$	(106)		$	—	$	262
Series B-2 tranche liabilities	$	4,702	$	(608)	$	(881)		$	—	$	3,213
Series B-3 warrant liabilities	$	15,819	$	(1,812)	$	(6,880)	(1)	$	—	$	7,127

(1)This amount includes settlements of $11,527, transferred to convertible preferred stock, offset by issuances of $4,647

Standby Equity Purchase Agreement - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended
	Oct. 02, 2023 USD ($) shares	Apr. 30, 2024 USD ($) shares	Oct. 31, 2023	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Purchase agreement period	24 months		24 months
Purchase agreement, number of trading days used for measurement of market price	3 days
Purchase agreement, ownership limitation	0.0499
Standby equity purchase agreement, maximum allowable percentage of outstanding common stock	0.1999
SEPA derivative liability				$ 14,214	$ 16,916
Change in unrealized loss				$ (2,702)
Sale of stock (in shares) \| shares				350,000
Proceeds from sale of common stock				$ 3,141
Subsequent Event
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Sale of stock (in shares) \| shares		400,000
Proceeds from sale of common stock		$ 3,602
Expected draws
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Expected draws				11,900,000	5,000,000
SEPA derivative liability
Derivative Instruments and Hedging Activities Disclosures [Line Items]
SEPA derivative liability	$ 183			$ 366	$ 185
Change in unrealized loss				$ 181
Standby Equity Purchase Agreement
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Sale of stock, authorized amount	$ 30,000
Purchase agreement, maximum shares allowed, percentage of average daily volume	1
Purchase agreement, number of days used for measurement of average daily trading volume	10 days
Maximum shares of common stock allowed under Purchase Agreement (in shares) \| shares	1,000,000
Purchase agreement, sales price, percentage of market price	0.96
Purchase agreement, sales price, percentage of market price during three consecutive trading days	0.97
Common stock, shares authorized, standby equity purchase agreement (in shares) \| shares	5,260,704,000

Warrants

3 Months Ended

Mar. 31, 2024

Warrants and Rights Note Disclosure [Abstract]

Warrants

Warrants outstanding at March 31, 2024, and December 31, 2023, are as follows:


	March 31, 2024	December 31, 2023
Public Warrants	8,281,779	8,281,779
Private Placement Warrants	5,933,333	5,933,333
Total warrants	14,215,112	14,215,112

Public and Private Placement Warrant Liabilities

In connection with consummation of the Business Combination, we 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. Under a plan approved by the Board, we repurchased 51,493 Public Warrants for $20 during the fourth quarter of 2023. The purchase plan was discontinued in December 2023. As of March 31, 2024, there were 8,281,779 Public Warrants outstanding.

The Public Warrants expire 5 years after the completion of the Business Combination or earlier upon redemption or liquidation. We may redeem for cash the outstanding Public Warrants:

a.in whole and not in part;

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

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

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

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

In addition to the Public Warrants, we assumed the warrant liabilities associated with 5,933,333 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 were not transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are 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 March 31, 2024, there were 5,933,333 Private Placement Warrants outstanding.

We determined that both the Public and Private placement Warrants do not meet the criteria to be equity classified and should be recorded as liabilities. Our analysis concluded liability classification under ASC 815, Derivatives and Hedging, as these warrants include a provision that could allow cash settlement upon an event outside the control of the Company, and such event may not result in a change in control of the Company. As a result, the Private and Public Warrants do not meet the criteria for equity classification.

At the close of the Business Combination, the fair values of the Public Warrants and Private Placement Warrants were $1,500 and $1,068, respectively. As of March 31, 2024, the fair values of the Public Warrants and Private Placement Warrants were $8,281 and $5,933, 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.

The following table summarizes activity in warrants to purchase common stock in the three months ended March 31, 2024. There was no activity in the three months ended March 31, 2023.


Series	Balance at December 31, 2023	Exercises	Issuances	Retirements / Conversions	Balance at March 31, 2024
Public Warrants	8,281,779	—	—	—	8,281,779
Private Placement Warrants	5,933,333	—	—	—	5,933,333

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	March 31,
	2024	2023
Preferred stock	4,015,002	14,897,532
Preferred stock warrants	—	1,429,942
Common stock warrants	14,215,112	—
Restricted stock units	562,428	—
Options to purchase common stock	4,882,418	1,538,083
	23,674,960	17,865,557

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Liquidation preference (in dollars per share)	$ 10.00	$ 10.00
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	4,015,002	4,015,002
Preferred stock, shares outstanding (in shares)	4,015,002	4,015,002
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	26,758,272	26,413,213
Common stock, shares outstanding (in shares)	26,758,272	26,413,213

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss available to common stockholders	$ (13,219)	$ (8,268)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	188	184
Reduction in the carrying amount of right-of-use assets	76	11
Change in fair value of warrant and SEPA liabilities	(2,521)	(2,421)
Change in fair value of contingent earnout liability	3,988	0
Extinguishment of tranche liability	0	(881)
Loss on equity issuance	0	1,465
Stock-based compensation expense	1,086	74
Loss on disposal of fixed assets	18	16
Changes in operating assets and liabilities:
Accounts receivable	(723)	(35)
Inventory, net	(368)	(250)
Prepaid expenses	955	(348)
Deposits	43	0
Operating lease liabilities	(85)	(72)
Trade payables and accrued liabilities	(305)	22
Net cash used in operating activities	(10,867)	(10,503)
Cash flows from investing activities:
Purchases of property and equipment	(66)	(7)
Purchases of intellectual property and licenses	0	(67)
Net cash used in investing activities	(66)	(74)
Cash flows from financing activities:
Proceeds from the issuance of preferred stock	0	3,182
Proceeds from the issuance of common stock	3,141	0
Proceeds from exercise of preferred stock warrants	0	4,720
Payments on finance lease liabilities	(22)	(22)
Proceeds from the exercise of stock options for common stock	7	50
Net cash provided by financing activities	3,126	7,930
Decrease in cash, cash equivalents and restricted cash	(7,807)	(2,647)
Cash, cash equivalents and restricted cash, beginning of period	12,127	9,664
Cash, cash equivalents and restricted cash, end of period	4,320	7,017
Supplemental disclosures of cash flow information:
Value of warrants issued with Series B-2 preferred stock	0	4,647
Right-of-use assets obtained in exchange for new operating lease liabilities	90	0
Transfer of warrant liability to preferred stock upon exercise of warrants	$ 0	$ 11,633

Contingent Earnout Liability

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Contingent Earnout Liability


	March 31, 2024			December 31, 2023
Current stock price	$	9.75		$	8.45
Expected share price volatility	65.0		%	65.0		%
Risk-free interest rate	4.3		%	3.9		%
Expected term (years)	4.4			4.6
Estimated dividend yield	—		%	—		%

(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 0% 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

In October 2023, we entered into the SEPA with Yorkville. Yorkville is a fund managed by Yorkville Advisors Global, LP.


Valuation assumptions:	March 31, 2024			December 31, 2023
Expected draws	$	11,900		$	5,000
Expected probability of draws	100.0		%	90.0		%
Risk-free interest rate	5.5		%	5.4		%

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

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

Nature of Business (Details) $ in Thousands			1 Months Ended	3 Months Ended		183 Months Ended
Nature of Business (Details) $ in Thousands	Oct. 02, 2023 USD ($)	Aug. 10, 2023 USD ($)	Apr. 30, 2024 USD ($) shares	Mar. 31, 2024 USD ($) product shares	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Nature of Business [Line Items]
Number of product lines in development \| product				2
Issuance of stock				$ 3,141		$ 3,708
Proceeds from business combination		$ 36,854
Accumulated deficit				261,596		261,596	$ 248,377
Proceeds from the issuance of common stock				3,141	$ 0
Proceeds from the exercise of stock options for common stock				7	50
Cash, cash equivalents and restricted cash,				$ 4,320	$ 7,017	4,320	$ 12,127	$ 9,664
Sale of stock (in shares) \| shares				350,000
Proceeds from sale of common stock				$ 3,141
Subsequent Event
Nature of Business [Line Items]
Sale of stock (in shares) \| shares			400,000
Proceeds from sale of common stock			$ 3,602
Loan Facility \| Secured Debt \| Subsequent Event
Nature of Business [Line Items]
Line of credit maximum borrowing capacity			50,000
Proceeds from lines of credit			$ 25,000
Standby Equity Purchase Agreement
Nature of Business [Line Items]
Proceeds from the issuance of common stock				$ 3,141
Sale of stock, authorized amount	$ 30,000
Convertible notes and warrants
Nature of Business [Line Items]
Issuance of stock						57,466
Preferred stock
Nature of Business [Line Items]
Issuance of stock						$ 164,364