As filed with the U.S. Securities and Exchange Commission on November 6, 2024.
Registration No. 333-276070
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-1
on
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRISALUS LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of |
3841 (Primary Standard Industrial |
85-3009869 (I.R.S. Employer |
6272 W. 91st Ave.
Westminster, Colorado 80031
(888) 321-5212
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mary Szela
Chief Executive Officer
6272 W. 91st Ave.
Westminster, Colorado 80031
(888) 321-5212
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Matt Browne
Carlos Ramirez
Cooley LLP
10265 Science Center Dr
San Diego, California 92121
(858) 550-6000
Approximate date of commencement of proposed sale to the public:
From time to time on or after this registration statement is declared effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
| Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
This post-effective amendment will become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 on Form S-3 (File No.333-276070) (the “Registration Statement”) is being filed solely to amend the Post-Effective Amendment No. 2 to the Registration Statement filed with the U.S. Securities and Exchange Commission on October 29, 2024, to add Exhibit 10.1 to the Exhibit Index set forth in Part II. Item 16(a) hereto. This Post-Effective Amendment No. 3 does not modify any provision of the prospectus that forms part of the Registration Statement and, accordingly, the prospectus has not been included herein. This Post-Effective Amendment No. 3 is not intended to amend or delete any part of the Registration Statement except as specifically noted herein.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits. |
The exhibits listed below are filed as part of this registration statement.
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| Incorporated by Reference | ||||||||||
| Exhibit | Description | Schedule/ Form |
File Number | Exhibits | Filing Date | |||||
| 4.11** | Substitute Warrant Certificate, dated August 15, 2024, by and between TriSalus Life Sciences, Inc., and OrbiMed Royalty & Credit Opportunities IV Offshore, LP. | Form S-1 | 333-276070 | 4.11 | October 29, 2024 | |||||
| 5.1** | Opinion of Cooley LLP. | Form S-1 | 333-276070 | 5.1 | December 15, 2023 | |||||
| 10.1** | Standby Equity Purchase Agreement, by and between the TriSalus Life Sciences, Inc. and YA II PN, LTD. | Form 8-K | 001-39813 | 99.1 | October 3, 2023 | |||||
| 23.1** | Consent of KPMG LLP, independent registered public accounting firm. | Form S-1 | 333-276070 | 23.1 | October 29, 2024 | |||||
| 23.2** | Consent of Cooley LLP (included in Exhibit 5.1). | Form S-1 | 333-276070 | 5.1 | December 15, 2023 | |||||
| 24.1** | Power of Attorney (included on signature page of S-1). | Form S-1 | 333-276070 | 24.1 | December 15, 2023 | |||||
| 24.2** | Power of Attorney. | |||||||||
| 107** | Filing Fee Table. | Form S-1 | 333-276070 | 107 | December 15, 2023 | |||||
| * | Filed herewith. |
| ** | Previously filed. |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request; provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so furnished. |
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Pursuant to the requirements of the Securities Act of 1933, the Company has duly caused this Post-Effective Amendment No.3 to registration statement on Form S-1 on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Westminster, State of Colorado, on this 6th day of November, 2024.
| TRISALUS LIFE SCIENCES, INC. | ||
| By: | /s/ Mary Szela | |
| Mary Szela | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to registration statement on Form S-1 on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
| /s/ Mary Szela | Chief Executive Officer and Director | November 6, 2024 | |||
| Mary Szela | (Principal Executive Officer) | ||||
| /s/ Sean Murphy | Chief Financial Officer and Director | November 6, 2024 | |||
| Sean Murphy | (Principal Financial and Accounting Officer) | ||||
| * | Chairman | November 6, 2024 | |||
| Mats Wahlström | |||||
| * | Director | November 6, 2024 | |||
| Arjun “JJ” Desai | |||||
| * | Director | November 6, 2024 | |||
| Andrew von Eschenbach | |||||
| * | Director | November 6, 2024 | |||
| Kerry Hicks | |||||
| * | Director | November 6, 2024 | |||
| Liselotte Hyveled | |||||
| * | Director | November 6, 2024 | |||
| George Kelly Martin | |||||
| * | Director | November 6, 2024 | |||
| David J. Matlin | |||||
|
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| * By: | /s/ Mary Szela | ||||
|
Mary Szela Attorney-in-Fact |
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