0001826667-24-000051 | 10-Q | XBRL Viewer | Trisalus Life Sciences INC

Contingent Earnout Liability

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

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 contingent earnout liability on the Closing Date, 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 $6,571 as of December 31, 2023 and September 30, 2024, respectively. This remeasurement resulted in the recording of a gain of $2,360 and $12,061 for the three and nine months ended September 30, 2024, respectively, classified as change in fair value of contingent earnout liability in the Condensed Consolidated Statements of Operations. Assumptions used in the valuation are described below:


	September 30, 2024			December 31, 2023
Current stock price	$	4.61		$	8.45
Expected share price volatility	70.0		%	65.0		%
Risk-free interest rate	3.6		%	3.9		%
Expected term (years)	3.86			4.60
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, we 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 our 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 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 our election, the shares will be issued and sold to Yorkville at a per-share price equal to: (i) 96.0% 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) 97.0% 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. We intend to utilize the SEPA to access capital to fund our operations. We 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 $235 as of September 30, 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 $51 for nine months ended September 30, 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:	September 30, 2024			December 31, 2023
Expected draws	$	8,000		$	5,000
Expected probability of draws	90% - 100%			90		%
Risk-free interest rate	4.5		%	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 $8,000 and $5,000, at September 30, 2024, and December 31, 2023, respectively, through the issuance of multiple separate advances under the Option 2 Pricing Period at September 30, 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 and nine months ended September 30, 2024, we sold 1,124,867 and 1,874,867 shares of common stock under the SEPA, respectively, raising $5,647 and $12,390, respectively.

Commitments And Contingencies	9 Months Ended
Commitments And Contingencies	Sep. 30, 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. As part of the Business Combination, we entered into the Amended and Restated Registration Rights Agreement with certain investors in MedTech and Legacy TriSalus. Subject to certain requirements and customary conditions, we granted piggyback registration rights and demand registration rights to the parties thereto, agreed to pay certain expenses related to such registrations and agreed to indemnify the parties thereto against certain liabilities related to such registrations. Our 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.

Income Taxes (Details)	9 Months Ended
Income Taxes (Details)	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Effective federal tax rate	0.00%	0.00%

Debt - Prepayment Premium (Details) - Secured Debt	Apr. 30, 2024
Within 12 Months
Debt Instrument [Line Items]
Debt instrument, prepayment premium rate	0.030
12 to 24 Months
Debt Instrument [Line Items]
Debt instrument, prepayment premium rate	0.030
24 to 36 Months
Debt Instrument [Line Items]
Debt instrument, prepayment premium rate	0.020
36 to 48 Months
Debt Instrument [Line Items]
Debt instrument, prepayment premium rate	0.010
After 48 Months
Debt Instrument [Line Items]
Debt instrument, prepayment premium rate	0.000

- 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.

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+ Details

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

Convertible Preferred Stock

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

Series A Convertible Preferred Stock

At the Closing Date on August 10, 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 September 30, 2024, we are authorized to issue up to 10,000,000 shares of preferred stock with 5,984,998 shares available for issuance. The original issue price of the Series A Convertible Preferred Stock was $10.00. The Series A Convertible Preferred Stock accrues cumulative dividends at the rate of 8.00% per annum on the original issue price. As of September 30, 2024, total undeclared cumulative dividends were $3,654. 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 September 30, 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 nine months ended September 30, 2024. There was no activity in the nine months ended September 30, 2023.


Series	Balance at December 31, 2023	Issuances	Retirements / Conversions	Balance at September 30, 2024
Series A convertible preferred stock (assuming maximum conversion)	25,237,155	—	(188,571)	25,048,584
Total convertible preferred stock	25,237,155	—	(188,571)	25,048,584

On September 16, 2024, a holder of Series A Convertible Preferred Stock elected to convert 30,000 shares of preferred stock. In accordance with the subscription agreement, these shares were converted to 32,645 shares of common stock (including common shares issued as consideration for a total of $26 undeclared accumulate dividends, calculated at the rate of 8.00% per annum from the date of original issuance of the Series A Convertible Preferred Stock on the original issue price).

Dynavax Purchase (Details) - Dynavax Technologies $ in Thousands	1 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2024 USD ($) milestone	Dec. 31, 2020 USD ($)
Asset Acquisition [Line Items]
Upfront payment			$ 9,000
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		0.100
Royalties, sales threshold amount		$ 1,000,000
Royalties as a percentage of sales, over threshold amount		0.120
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	1,000
Maximum
Asset Acquisition [Line Items]
Payments for milestone		$ 10,000

Standby Equity Purchase Agreement (Tables)

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

Assumptions used in the valuation are described below:


	September 30, 2024			December 31, 2023
Current stock price	$	4.61		$	8.45
Expected share price volatility	70.0		%	65.0		%
Risk-free interest rate	3.6		%	3.9		%
Expected term (years)	3.86			4.60
Estimated dividend yield	—		%	—		%

The following table summarizes activity in the Public Warrants, Private Placement Warrants, Working Capital Warrants and Exchange Warrants in the nine months ended September 30, 2024. There was no activity in the nine months ended September 30, 2023.

During the month ended September 30, 2024, we issued 2,110,366 shares of common stock in exchange for 6,529,954 (or approximately 78.8%) of our publicly traded warrants and 504,685 (or approximately 10.2%) of our private warrants.


Series	Balance at December 31, 2023	Exchanges	Issuances	Retirements / Conversions	Balance at September 30, 2024
Public Warrants	8,281,779	—	—	(6,529,954)	1,751,825
Private Placement Warrants	4,933,333	—	—	(504,685)	4,428,648
Working Capital Warrants	1,000,000	—	—	—	1,000,000

The fair value of the Initial OrbiMed Warrant was measured using the Black-Scholes option pricing model. The key inputs used in the valuations were as follows:


	September 30, 2024	April 30, 2024
Expected term (years)	6.6	7.0
Risk free interest rate	3.7%	4.7%
Expected volatility	70.0%	65.0%
Dividend yield	0	0
Exercise price	$9.4487	$9.5562
Stock price	$4.61	$9.31

Assumptions used in the valuation are described below:


Valuation assumptions:	September 30, 2024			December 31, 2023
Expected draws	$	8,000		$	5,000
Expected probability of draws	90% - 100%			90		%
Risk-free interest rate	4.5		%	5.4		%

Net Loss Per Share - Schedule of Antidilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	41,193,501	42,319,984
Preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	25,048,584	25,237,155
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)	7,311,278	14,266,605
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	538,345	184,018
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	4,909,457	2,632,206
Shares issuable under the SEPA
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	3,385,837	0

Dynavax Purchase	9 Months Ended
Dynavax Purchase	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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) an upfront payment of $9,000, (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 10.0% for aggregate annual net sales less than or equal to $1,000,000 and 12.0% 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.

Summary of Significant Accounting Policies - Narrative (Details) shares in Thousands, $ in Thousands			1 Months Ended	9 Months Ended
	Oct. 02, 2023 USD ($)	Aug. 10, 2023 shares	Oct. 31, 2023	Sep. 30, 2024 USD ($) segment	Apr. 30, 2024 USD ($)	Dec. 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
Number of reportable segments \| segment				1
Loan Facility, Initial Commitment Amount \| Secured Debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Line of credit maximum borrowing capacity					$ 25,000
Estimated dividend yield
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contingent earnout liability, measurement input				0		0
Standby Equity Purchase Agreement
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sale of stock, authorized amount	$ 30,000			$ 30,000
Contingent earnout liability
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares unvested (in shares) \| shares		3,125

Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Jan. 01, 2024 shares	Mar. 31, 2023 shares	Sep. 30, 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)			9,520,997
Additional number of shares authorized (in shares)	2,385,694
Exercise of options (in shares)		95,842	1,178
Options granted (in shares)			1,657,906
Options, weighted average fair value (in dollars per share) \| $ / shares			$ 4.96
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)			1,487,505
Stock options outstanding (in shares)			1,487,505
Share-based compensation arrangement by share-based payment award, expiration period			10 years
Unrecognized compensation expense, options \| $			$ 678
Unrecognized compensation expense, RSUs \| $			$ 442
Unrecognized compensation expense, recognition period			1 year 4 months 24 days
Options and RSU's outstanding (in shares)			1,551,473
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]
Stock options issued (in shares)			3,421,952
Stock options outstanding (in shares)			3,421,952
Unrecognized compensation expense, options \| $			$ 12,167
Unrecognized compensation expense, recognition period			3 years 3 months 18 days
Options and RSU's outstanding (in shares)	7,970,702		7,969,524	5,585,008
Share reserve increase, number of years			10 years
Share reserve increase, percentage of common stock			5.00%
Restricted stock units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSU weighted average fair value (in dollars per share) \| $ / shares			$ 9.46
Restricted stock units \| 2009 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units outstanding (in shares)			63,968
Restricted stock units issued (in shares)			63,968
Restricted stock units \| 2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units outstanding (in shares)			474,377
Restricted stock units issued (in shares)			474,377
Unrecognized compensation expense \| $			$ 2,788
Employee Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)	2,350,530		1,396,252
Share-based compensation arrangement by share-based payment award, automatic increase period			10 years
Share-based compensation arrangement by share-based payment award, automatic increase, percentage of total shares			0.02
Share-based compensation arrangement by share-based payment award, automatic increase, percentage of initial share reserve			2
Shares purchased in ESPP offering (in shares)			41,663
Value of shares purchased in ESPP offering \| $			$ 195

Accrued Liabilities

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Liabilities

Accrued Liabilities consists of the following:


	September 30, 2024		December 31, 2023
Accrued liabilities - clinical trials	$	2,452	$	3,115
Accrued liabilities	1,643		2,790
Accrued bonus	2,417		3,736
Accrued vacation	360		327
Accrued payroll	755		557
Accrued employee benefits	216		—
Accrued taxes	34		31
Total accrued liabilities	$	7,877	$	10,556

Warrants - Schedule of Fair Value Assumptions (Details)	Sep. 30, 2024 $ / shares year	Apr. 30, 2024 $ / shares year
Expected term (years)
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input \| year	6.6	7.0
Risk-free interest rate
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	0.037	0.047
Expected volatility
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	0.700	0.650
Dividend yield
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	0	0
Exercise price
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	9.4487	9.5562
Stock price
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	4.61	9.31

Inventory (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Summary of Components of Inventory

The components of inventory are summarized as follows:


	September 30, 2024		December 31, 2023
Raw materials	$	1,239	$	607
Finished goods	2,763		2,055
Reserve for obsolete inventory	(3)		(117)
Inventory	$	3,999	$	2,545

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The following table summarize the effects of the revision on our previously issued consolidated financial statements for prior year ended December 31, 2023, and for the nine months ended September 30, 2024 (in thousands, except net loss per share) for associated activity all of which occurred through March 31, 2024:


	As Previously Stated		Adjustments		As Revised
Consolidated Balance Sheet	12/31/23		12/31/23		12/31/23
Intangible assets, net	$	1,127	$	(1,127)	$	—
Total assets	25,725		(1,127)		24,598
Accumulated deficit	(248,377)		(1,127)		(249,504)
Total Stockholders' deficit	$	(25,938)	$	(1,127)	$	(27,065)

Condensed Consolidated Statement of Operations	As Previously Stated		Adjustments		As Revised














Three Months Ended September 30, 2023
Research and development expenses	$	9,367	$	139	$	9,506
Loss from operations	(18,477)		(139)		(18,616)
Net loss available to common stockholders	(1,286)		(139)		(1,425)
Net Loss attributable to common stockholders	(1,744)		(139)		(1,883)
Net Loss per share, basic and diluted	$	(0.13)	$	(0.01)	$	(0.14)

Nine Months Ended September 30, 2023
Research and development expenses	$	21,871	$	195	$	22,066
Loss from operations	(40,032)		(195)		(40,227)
Net loss available to common stockholders	(23,529)		(195)		(23,724)
Net Loss attributable to common stockholders	(26,968)		(195)		(27,163)
Net Loss per share, basic and diluted	$	(5.68)	$	(0.04)	$	(5.72)








Three Months Ended March 31, 2024
Research and development expenses	$	5,857	(13)		$	5,844
Loss from operations	(11,685)		13		(11,672)
Net loss available to common stockholders	(13,219)		13		(13,206)
Net Loss attributable to common stockholders	(14,020)		13		(14,007)
Net Loss per share, basic and diluted	$	(0.60)	—		$	(0.60)








Condensed Consolidated Statement of Cash Flows	As Previously Stated		Adjustments		As Revised







Nine Months Ended September 30, 2023
Net loss	$	(23,529)	$	(195)	$	(23,724)
Depreciation and amortization	500		(10)		490
Net cash used in operating activities	(41,196)		(205)		(41,401)
Cash paid for intellectual property and licenses	(205)		205		—
Net cash used in investing activities	$	(1,421)	$	205	$	(1,216)

Three Months Ended March 31, 2024
Net loss	$	(13,219)	$	13	$	(13,206)
Depreciation and amortization	188		(13)		175
Net cash used in operating activities	(10,867)		—		(10,867)

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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 condensed 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 GAAP has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the nine months ended September 30, 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 consolidated 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.

We have modified the presentation of certain warrants. In previous filings, we reported the Working Capital Warrants in combination with the Private Warrants, calling them collectively the Private Warrants. For the current Quarterly Report on Form 10-Q, we have separated the Working Capital Warrants from the Private Placement Warrants.

(a)Revision of Previously Issued Financial Statements

In connection with the preparation for the condensed consolidated financial statements for the period ended September 30, 2024, we identified errors in our previously filed consolidated financial statements and unaudited quarterly condensed consolidated financial statements relating to incorrectly capitalizing the costs of obtaining and maintaining patents.

In accordance with Staff Accounting Bulletins (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Misstatements when Quantifying Misstatements in the Current Year Financial Statements, we assessed the materiality of these errors to our previously issued and current year consolidated financial statements. Based upon our evaluation of both quantitative and qualitative factors, we concluded the errors were not material to our previously issued annual or interim condensed consolidated financial statements.


	As Previously Stated		Adjustments		As Revised
Consolidated Balance Sheet	12/31/23		12/31/23		12/31/23
Intangible assets, net	$	1,127	$	(1,127)	$	—
Total assets	25,725		(1,127)		24,598
Accumulated deficit	(248,377)		(1,127)		(249,504)
Total Stockholders' deficit	$	(25,938)	$	(1,127)	$	(27,065)

Condensed Consolidated Statement of Operations	As Previously Stated		Adjustments		As Revised














Three Months Ended September 30, 2023
Research and development expenses	$	9,367	$	139	$	9,506
Loss from operations	(18,477)		(139)		(18,616)
Net loss available to common stockholders	(1,286)		(139)		(1,425)
Net Loss attributable to common stockholders	(1,744)		(139)		(1,883)
Net Loss per share, basic and diluted	$	(0.13)	$	(0.01)	$	(0.14)

Nine Months Ended September 30, 2023
Research and development expenses	$	21,871	$	195	$	22,066
Loss from operations	(40,032)		(195)		(40,227)
Net loss available to common stockholders	(23,529)		(195)		(23,724)
Net Loss attributable to common stockholders	(26,968)		(195)		(27,163)
Net Loss per share, basic and diluted	$	(5.68)	$	(0.04)	$	(5.72)








Three Months Ended March 31, 2024
Research and development expenses	$	5,857	(13)		$	5,844
Loss from operations	(11,685)		13		(11,672)
Net loss available to common stockholders	(13,219)		13		(13,206)
Net Loss attributable to common stockholders	(14,020)		13		(14,007)
Net Loss per share, basic and diluted	$	(0.60)	—		$	(0.60)








Condensed Consolidated Statement of Cash Flows	As Previously Stated		Adjustments		As Revised







Nine Months Ended September 30, 2023
Net loss	$	(23,529)	$	(195)	$	(23,724)
Depreciation and amortization	500		(10)		490
Net cash used in operating activities	(41,196)		(205)		(41,401)
Cash paid for intellectual property and licenses	(205)		205		—
Net cash used in investing activities	$	(1,421)	$	205	$	(1,216)

Three Months Ended March 31, 2024
Net loss	$	(13,219)	$	13	$	(13,206)
Depreciation and amortization	188		(13)		175
Net cash used in operating activities	(10,867)		—		(10,867)

(b)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 condensed consolidated 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.

In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include the Public Warrants, Private Placement Warrants and Working Capital Warrants. We value the liability for all of the warrants based on the trading price of the publicly held warrants. See Note (9) Warrants and (4) Financial Instruments for further discussion.

In connection with the $25,000 funded amount on the OrbiMed Closing Date (the "Initial OrbiMed Loan"), we issued the Initial OrbiMed Warrant, which we classified as a derivative liability because it did not meet the equity classification criteria under ASC 815-40. We calculated the fair value of the Initial OrbiMed Warrant based on the Black-Scholes-Merton option pricing model. This model considers several variables and assumptions in estimating the fair value of financial instruments, including the per-share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected stock price volatility over the expected term, and expected annual dividend yield. We calculated the expected terms as the contractual expiration period. The risk-free interest rate is estimated using the rate of return on U.S. treasury notes with a life that approximates the expected term. Our common stock does not have sufficient trading history and, therefore, we used the historical volatility of the stock prices of similar publicly traded peer companies. We utilized a dividend yield of zero, as we have no history or plan of declaring dividends on the Company's common stock.

(c)Revenue Base Redemption Liability

We determined that we should bifurcate and separately recognize the Revenue Base Redemption Feature (see Note (13) Debt for further detail). We determined the value of the Revenue Base Redemption Feature using a Monte Carlo simulation of future revenue and valuing the Initial Term Loan using the with and without method.

(d)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 (8) Contingent Earnout Liability and (4) Financial Instruments and for further detail.

(e)Standby Equity Purchase Agreement

In October 2023, we entered into the SEPA with Yorkville. Pursuant to the SEPA, we have the right, but not the obligation, to sell to Yorkville up to $30.0 million 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.

(f)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.

(g)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.

(h)Segment Reporting

Our Chief Operating Decision Maker (“CODM”), its Chief Executive Officer, reviews our financial information on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, we have determined that we operate as a single reportable segment. All of our long-lived assets are located in the United States. Since the Company operates as a single reporting segment, all required segment reporting disclosures can be found in the condensed consolidated financial statements.

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.

In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which clarifies the guidance on ASC Topic 718 by illustrating how to apply the scope guidance to determine whether a profit interest award should be accounted for as a shared-based payment arrangement under ASC 718 or another accounting standard (e.g., employee profit-sharing arrangement under ASC 710). The ASU aims to reduce the complexity diversity in practice by adding an example to ASC 718 that describes four fact patterns and illustrates how an entity evaluates common terms and characteristics of profit interests and similar awards to reach a conclusion about whether an award meets the scope conditions in ASC 718-10-15-3. The ASU is effective for all public entities for fiscal years beginning after December 15, 2024 and interim periods within

those fiscal years. We are currently evaluating the impact the adoption of this ASU will have on our condensed consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concept Statements, which removes references to the Board's concepts statement from the FASB Accounting Standards Codification (the "Codification" or ASC). The ASU is part of the Board’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” Before establishing the Codification in 2009, the FASB used or referred to the concepts statements as part of its standard setting. However, the Board is now removing those references since “references to the Concepts Statements in the Codification could imply that the Concepts Statements are authoritative." The amendment is effective for all public entities for fiscal years beginning after December 15, 2024. Those who adopt the amendments in an interim period would have to adopt them as of the beginning of the fiscal year that includes that interim period. We are currently evaluating the impact the adoption of this ASU will have on our condensed consolidated financial statements.

Financial Instruments - Summary of Changes in Fair Value of Outstanding Warrant and Tranche Liabilities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value, Liabilities Measurement Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 16,916
Change in Unrealized (Gains) Losses	2,260
Issuances (Settlements)	(11,923)
Ending balance	7,253
Public Warrants \| Level 1
Fair Value, Liabilities Measurement Reconciliation, Calculation [Roll Forward]
Beginning balance	9,855
Change in Unrealized (Gains) Losses	2,982
Issuances (Settlements)	(11,068)
Ending balance	1,769
Private Placement Warrants \| Level 2
Fair Value, Liabilities Measurement Reconciliation, Calculation [Roll Forward]
Beginning balance	5,871
Change in Unrealized (Gains) Losses	(542)
Issuances (Settlements)	(855)
Ending balance	4,474
Working capital warrants \| Level 2
Fair Value, Liabilities Measurement Reconciliation, Calculation [Roll Forward]
Beginning balance	1,190
Change in Unrealized (Gains) Losses	(180)
Issuances (Settlements)	0
Ending balance	1,010
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	(12,061)
Issuances (Settlements)	0
Ending balance	6,571
SEPA derivative liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	185
Change in Unrealized (Gains) Losses	51
Issuances (Settlements)	0
Ending balance	235
Initial OrbiMed Warrant liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Change in Unrealized (Gains) Losses	(488)
Issuances (Settlements)	811
Ending balance	323
Revenue base redemption liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Change in Unrealized (Gains) Losses	(303)
Issuances (Settlements)	729
Ending balance	$ 426

Debt - Initial Term Loan Activity (Details) - USD ($) $ in Thousands		3 Months Ended	5 Months Ended	9 Months Ended
	Apr. 30, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Proceeds from the issuance of debt				$ 25,000	$ 0
Debt issuance costs				(2,593)	0
Revenue base redemption liability	$ (729)	$ (425)	$ (425)	(425)
Warrant liability	(811)
Debt Instrument, Activity [Roll Forward]
Amortization of debt issuance costs				434	$ 0
Loan Facility, Initial Commitment Amount \| Secured Debt
Debt Instrument [Line Items]
Proceeds from the issuance of debt	25,000
Debt Instrument, Activity [Roll Forward]
Long-term debt, beginning balance			20,867
Amortization of debt issuance costs		356	356
PIK interest		226	377
Accretion of exit fee liability		48	78
Long-term debt, ending balance	$ 20,867	$ 21,678	$ 21,678	$ 21,678

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

The repayment of the Term Loans as aforementioned, is referred to as the “Revenue Base Redemption Feature.”


Test Dates (fiscal Quarter Ending)	Product Revenue Base for 12 months Period
September 30, 2024	$	22,300
December 31, 2024	26,200
March 31, 2025	29,600
June 30, 2025	33,400
September 30, 2025	37,800
December 31, 2025	42,700
March 31, 2026	46,400
June 30, 2026 and each Fiscal Quarter ending thereafter	50,000

Repayment Premium

All repayments and prepayments of the Term Loans (other than on Maturity Date) shall be accompanied by the payment of the premium, which shall be determined based on the timing of the repayment as follows (the “Repayment Premium”):


Time of Repayment			Premium Rate
Within the first 12 months from the funding date of each respective loan.			3.0% plus the Make-Whole Amount (defined below) (1)
After the first 12 months but before the 24-month anniversary of the funding date of each respective loan.			3.0%
After the 24-month anniversary but before the 36-month anniversary of the funding date of each respective loan.			2.0%
After the 36-month anniversary but before the 48-month anniversary of the funding date of each respective loan.			1.0%
After the 48-month anniversary of the funding date of each respective loan.			0.0%

(1) “Make-Whole Amount” is equal to the sum of the remaining scheduled interest payments through the 12-month anniversary

of the closing date of each respective loan.

The following table summarizes activity within the Initial Term Loan for the nine months ended September 30, 2024. There was no activity in the nine months ended September 30, 2023.


OrbiMed Debt
Initial draw	$	25,000
Debt issuance costs
Cash issuance costs	(2,593)
Noncash issuance costs:
Revenue base redemption liability	(729)
Warrant liability	(811)
Balance at April 30, 2024	$	20,867
Amortization of debt issuance costs	356
PIK interest	377
Accretion of exit fee liability	78
Balance at September 30, 2024	$	21,678

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

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

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

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

+ Details

Business Combination (Details) - USD ($) $ in Thousands		9 Months Ended
Business Combination (Details) - USD ($) $ in Thousands	Aug. 10, 2023	Sep. 30, 2024	Sep. 30, 2023
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	$ 0	$ 1,116
Proceeds from business combination	36,854	$ 0	$ 36,854
Transaction costs incurred	6,069
Transaction costs paid from proceeds	$ 4,327
Exchange ratio (in shares)	0.02471853
Stock converted, reverse recapitalization (in shares)	21,999,886
MedTech Acquisition Corporation
Reverse Recapitalization [Line Items]
Expenses related to business combination	$ 6,000

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

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

The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability, SEPA derivative liability, and revenue base redemption liability for the nine months ended September 30, 2024 and 2023.


SPAC Warrant Liabilities	Fair Value at December 31, 2023		Change in Unrealized (Gains) Losses		Issuances (Settlements)		Fair Value at September 30, 2024
Public Warrants - Level 1	$	9,855	$	2,982	$	(11,068)	$	1,769
Private Placement Warrants - Level 2	5,871		(542)		(855)		4,474

Working Capital Warrants - Level 2	1,190		(180)		—		1,010
Total	$	16,916	$	2,260	$	(11,923)	$	7,253


Level 3 Liabilities	Fair Value at December 31, 2023		Change in Unrealized (Gains) Losses		Issuances (Settlements)		Fair Value at September 30, 2024
Contingent earnout liability	$	18,632	$	(12,061)	$	—	$	6,571
SEPA derivative liability	$	185	$	51	$	—	$	235
Initial OrbiMed Warrant liability	$	—	$	(488)	$	811	$	323
Revenue base redemption liability	$	—	$	(303)	$	729	$	426

Cash, Cash Equivalents and Restricted Cash

9 Months Ended

Sep. 30, 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:


	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	11,288	$	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	$	11,638	$	12,127

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

Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued Liabilities consists of the following:


	September 30, 2024		December 31, 2023
Accrued liabilities - clinical trials	$	2,452	$	3,115
Accrued liabilities	1,643		2,790
Accrued bonus	2,417		3,736
Accrued vacation	360		327
Accrued payroll	755		557
Accrued employee benefits	216		—
Accrued taxes	34		31
Total accrued liabilities	$	7,877	$	10,556

Contingent Earnout Liability - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended	9 Months Ended
	Aug. 10, 2023 USD ($) trading_day $ / shares shares	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 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	$ 7,812	$ 7,812		$ 17,100
Contingent earnout liability \| $	$ 28,927	$ 6,571	6,571		$ 18,632
Gin on change in fair value of warrants and SEPA liability \| $			$ (2,311)	$ 660
Estimated dividend yield
Derivative Instruments, Gain (Loss) [Line Items]
Contingent earnout liability, measurement input		0	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]
Gin on change in fair value of warrants and SEPA liability \| $		$ 2,360	$ 12,061

Debt - Product Revenue Base Redemption Feature (Details) - Secured Debt $ in Thousands	Apr. 30, 2024 USD ($)
September 30, 2024
Debt Instrument [Line Items]
Product revenue base, minimum amount required	$ 22,300
December 31, 2024
Debt Instrument [Line Items]
Product revenue base, minimum amount required	26,200
March 31, 2025
Debt Instrument [Line Items]
Product revenue base, minimum amount required	29,600
June 30, 2025
Debt Instrument [Line Items]
Product revenue base, minimum amount required	33,400
September 30, 2025
Debt Instrument [Line Items]
Product revenue base, minimum amount required	37,800
December 31, 2025
Debt Instrument [Line Items]
Product revenue base, minimum amount required	42,700
March 31, 2026
Debt Instrument [Line Items]
Product revenue base, minimum amount required	46,400
June 30, 2026 and thereafter
Debt Instrument [Line Items]
Product revenue base, minimum amount required	$ 50,000

Net Loss Per Share

9 Months Ended

Sep. 30, 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 and nine months ended September 30, 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:


	September 30,
	2024	2023
Preferred stock	25,048,584	25,237,155

Common stock warrants	7,311,278	14,266,605
Restricted stock units	538,345	184,018
Options to purchase common stock	4,909,457	2,632,206
Shares issuable under the SEPA	3,385,837	—
Total	41,193,501	42,319,984

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 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)	3,985,002	4,015,002
Preferred stock, shares outstanding (in shares)	3,985,002	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)	30,469,664	26,413,213
Common stock, shares outstanding (in shares)	30,469,664	26,413,213

Warrants - Narrative (Details) $ / shares in Units, $ in Thousands			3 Months Ended				9 Months Ended
	Jul. 01, 2024 shares	Jun. 26, 2024 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($) shares	Sep. 30, 2023 shares	Sep. 30, 2024 USD ($) day $ / shares shares	May 24, 2024 shares	Apr. 30, 2024 USD ($) $ / shares shares	Aug. 10, 2023 USD ($) $ / shares shares	Dec. 17, 2020 shares
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			7,311,278		14,215,112		7,311,278			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 \| $			$ 7,812		$ 17,100		$ 7,812			$ 28,927
Issuance costs \| $		$ 1,699		$ 1,699
Common stock
Class of Warrant or Right [Line Items]
Common stock exchange for warrants (in shares)	2,110,366		2,110,366			21,500,867
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			1,751,825		8,281,779		1,751,825			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
Warrants, term			5 years				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 \| $			$ 1,769				$ 1,769			$ 1,500
Number of warrants exchanged (in shares)		6,529,954	6,529,954				6,529,954
Warrant holder support for Warrant Agreement		0.788	0.788				0.788
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)			4,428,648		4,933,333		4,428,648	4,933,333		4,933,333
Warrant and SEPA liabilities \| $			$ 4,473				$ 4,473			$ 888
Number of warrants exchanged (in shares)		504,685	504,685				504,685
Warrant holder support for Warrant Agreement		0.102	0.102				0.102
Working Capital Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			1,000,000		1,000,000		1,000,000	1,000,000		1,000,000
Warrant and SEPA liabilities \| $			$ 1,010				$ 1,010			$ 180
Number of warrants exchanged (in shares)		0
Public Warrants, Private Placement Warrants And Working Capital Warrants
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by each warrant or right (in shares)								0.27			0.30
Warrants and rights outstanding, net of issuance costs \| $		$ 10,225
Outstanding warrant liabilities \| $		$ 11,924
Initial OrbiMed Warrant
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares			$ 9.4487				$ 9.4487		$ 9.5562
Warrants to purchase common stock (in shares)									130,805
Outstanding warrant liabilities \| $			$ 1,240				$ 1,240		$ 1,250
Initial OrbiMed Warrant liability
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)			130,805		0		130,805
Warrants, term									7 years
Warrants issued, delayed draw commitment amount, percentage									0.050
Purchase agreement, ownership limitation									0.0999

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 7,349	$ 5,193	$ 21,170	$ 12,790
Cost of goods sold	1,004	589	2,887	2,023
Gross profit	6,345	4,604	18,283	10,767
Operating expenses:
Research and development	4,219	9,506	14,729	22,066
Sales and marketing	6,138	4,689	18,829	11,430
General and administrative	4,727	9,025	13,310	17,498
Loss from operations	(8,739)	(18,616)	(28,585)	(40,227)
Other income (expense):
Interest income	158	116	347	187
Interest expense	(1,142)	(4)	(2,022)	(13)
Loss on equity issuance	0	0	0	(5,691)
Extinguishment of tranche liability	0	19	0	1,520
Change in fair value of SEPA, warrant, and revenue base redemption liabilities	4,974	(2,831)	(1,521)	660
Change in fair value of contingent earnout liability	2,360	19,904	12,061	19,904
Other expense, net	(13)	(13)	(210)	(56)
Loss before income taxes	(2,402)	(1,425)	(19,930)	(23,716)
Income tax benefit (expense)	3	0	(7)	(8)
Net loss available to common stockholders	(2,399)	(1,425)	(19,937)	(23,724)
Deemed dividend related to Series B-2 preferred stock down round provision	0	0	0	(2,981)
Undeclared dividends on Series A preferred stock	(803)	(458)	(2,405)	(458)
Net loss attributable to common stockholders	$ (3,202)	$ (1,883)	$ (22,342)	$ (27,163)
Net loss per common share, basic (in dollars per share)	$ (0.12)	$ (0.14)	$ (0.91)	$ (5.72)
Net loss per common share, diluted (in dollars per share)	$ (0.12)	$ (0.14)	$ (0.91)	$ (5.72)
Weighted average common shares outstanding, basic (in shares)	26,501,597	13,173,422	24,588,500	4,749,849
Weighted average common shares outstanding, diluted (in shares)	26,501,597	13,173,422	24,588,500	4,749,849

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued liabilities - clinical trials	$ 2,452	$ 3,115
Accrued liabilities	1,643	2,790
Accrued bonus	2,417	3,736
Accrued vacation	360	327
Accrued payroll	755	557
Accrued employee benefits	216	0
Accrued taxes	34	31
Total accrued liabilities	$ 7,877	$ 10,556

Contingent Earnout Liability (Tables)

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

Assumptions used in the valuation are described below:


	September 30, 2024			December 31, 2023
Current stock price	$	4.61		$	8.45
Expected share price volatility	70.0		%	65.0		%
Risk-free interest rate	3.6		%	3.9		%
Expected term (years)	3.86			4.60
Estimated dividend yield	—		%	—		%


Series	Balance at December 31, 2023	Exchanges	Issuances	Retirements / Conversions	Balance at September 30, 2024
Public Warrants	8,281,779	—	—	(6,529,954)	1,751,825
Private Placement Warrants	4,933,333	—	—	(504,685)	4,428,648
Working Capital Warrants	1,000,000	—	—	—	1,000,000

The fair value of the Initial OrbiMed Warrant was measured using the Black-Scholes option pricing model. The key inputs used in the valuations were as follows:


	September 30, 2024	April 30, 2024
Expected term (years)	6.6	7.0
Risk free interest rate	3.7%	4.7%
Expected volatility	70.0%	65.0%
Dividend yield	0	0
Exercise price	$9.4487	$9.5562
Stock price	$4.61	$9.31

Assumptions used in the valuation are described below:


Valuation assumptions:	September 30, 2024			December 31, 2023
Expected draws	$	8,000		$	5,000
Expected probability of draws	90% - 100%			90		%
Risk-free interest rate	4.5		%	5.4		%

Convertible Preferred Stock - Summary of Convertible Preferred Stock (Details)	9 Months Ended
	Sep. 30, 2024 shares
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance (in shares)	25,237,155
Issuances (in shares)	0
Retirements/Conversions (in shares)	(188,571)
Convertible preferred stock, ending balance (in shares)	25,048,584
Series A Convertible Preferred Stock
Increase (Decrease) in Temporary Equity [Roll Forward]
Convertible preferred stock, beginning balance (in shares)	25,237,155
Issuances (in shares)	0
Retirements/Conversions (in shares)	(188,571)
Convertible preferred stock, ending balance (in shares)	25,048,584

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	September 30,
	2024	2023
Preferred stock	25,048,584	25,237,155

Common stock warrants	7,311,278	14,266,605
Restricted stock units	538,345	184,018
Options to purchase common stock	4,909,457	2,632,206
Shares issuable under the SEPA	3,385,837	—
Total	41,193,501	42,319,984

Warrants - Schedule of Warrants Outstanding (Details) - shares	Sep. 30, 2024	May 24, 2024	Dec. 31, 2023	Aug. 10, 2023
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	7,311,278		14,215,112	14,266,605
Public Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	1,751,825		8,281,779	8,333,272
Private Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	4,428,648	4,933,333	4,933,333	4,933,333
Working Capital Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	1,000,000	1,000,000	1,000,000	1,000,000
Initial OrbiMed Warrant
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)	130,805		0

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 08, 2024
Entity Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 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		30,493,137
Entity Central Index Key	0001826667
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
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

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

On April 30, 2024 (the "OrbiMed Closing Date"), we entered into the Credit Agreement with 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.

Pursuant to the to the Agreement, OrbiMed agreed to provide a term loan facility to the borrower, in an aggregate principal amount of $50,000, as follows:

a.$25,000 funded on the OrbiMed Closing Date (the “Initial Term Loan”).

b.$10,000 term loan available at the election of the borrower, provided that Product Revenue Base (defined below) for the trailing 12-months ending on the last day of the month immediately prior to the funding of such loan was at least $30,000 (the “First Delayed Draw Term Loan Commitment”). The First Delayed Draw Term Loan Commitment expires on June 30, 2025.

c.An additional $15,000 term loan available at the election of the borrower, provided that Product Revenue Base (defined below) for the trailing 12-months ending on the last day of the month immediately prior to the funding of such loan was at least $50,000 (the “Second Delayed Draw Term Loan Commitment” and together with the First Delayed Draw Term Loan Commitment the “DDTL Commitments”). The Second Delayed Draw Term Loan Commitment expires on December 31, 2025.

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.

The Credit Agreement includes a subjective acceleration clause whereby an event of default, including a material adverse change in the business, operations, or conditions (financial or otherwise), could result in the acceleration of the obligations under the Credit Agreement. Under certain circumstances, a default interest rate of an additional 4.0% per annum will apply, at the election of OrbiMed, on all outstanding obligations during the occurrence and continuance of an event of default. OrbiMed can also declare all or a portion of the outstanding principal amount of the loan due and payable, and cancel any unmade draws. OrbiMed has not exercised its right under this clause, as there have been no such events.

Repayment

If the “Product Revenue Base” (i.e., with respect to any period, the net revenues for such period from sales of TriNav) on a trailing 12-month basis does not equal or exceed the specified amount as stipulated in table below, the Borrower will start repaying the outstanding principal amount of the Term Loans. Such repayments will commence in the calendar month immediately following the applicable Test Date (stipulated in the table below) and occur on the last day of each calendar month ("Amortization Payment Date"). The repayments are made in equal monthly installments, calculated from the first Amortization Payment Date through the Maturity Date and the balance principal amount of the Term Loans shall be repaid on the Maturity Date. The repayments include the applicable Repayment Premium and the Exit Fee (each as defined below). The repayment of the Term Loans as aforementioned, is referred to as the “Revenue Base Redemption Feature.”


Test Dates (fiscal Quarter Ending)	Product Revenue Base for 12 months Period
September 30, 2024	$	22,300
December 31, 2024	26,200
March 31, 2025	29,600
June 30, 2025	33,400
September 30, 2025	37,800
December 31, 2025	42,700
March 31, 2026	46,400
June 30, 2026 and each Fiscal Quarter ending thereafter	50,000

Repayment Premium


Time of Repayment			Premium Rate
Within the first 12 months from the funding date of each respective loan.			3.0% plus the Make-Whole Amount (defined below) (1)
After the first 12 months but before the 24-month anniversary of the funding date of each respective loan.			3.0%
After the 24-month anniversary but before the 36-month anniversary of the funding date of each respective loan.			2.0%
After the 36-month anniversary but before the 48-month anniversary of the funding date of each respective loan.			1.0%
After the 48-month anniversary of the funding date of each respective loan.			0.0%

(1) “Make-Whole Amount” is equal to the sum of the remaining scheduled interest payments through the 12-month anniversary

of the closing date of each respective loan.

Interest Rate and Payment

The interest rate is calculated as SOFR Rate for the interest period (which shall not be less than 4.0% (the “Floor”)) plus 8.5% (the “Interest Rate”). Until the first full interest period after the 15 months anniversary of the OrbiMed Closing Date, 3.5% of the Interest Rate shall be designated as paid-in-kind interest, which is added to the outstanding principal amount of the Loans (the “PIK Interest”). However, the Borrower upon written notice can elect to pay all interest in cash, or to pay a percentage less than 3.5% as PIK Interest.

On and after occurrence of any Event of Default, until such Event of Default is cured, the Borrower is obligated to pay 4.0% in addition to the otherwise applicable Interest Rate (the “Default Rate”).

Interest payments (except PIK Interest) are due on the last day of the month. Whenever a prepayment is made on the principal of the Term Loans, the accrued interest on the amount prepaid is also due on such date.

Debt Related Fees

(1) Exit Fee

The Borrower on the repayment of the Term Loans is obligated to pay an additional fee equal to 4.0% of the of the principal amount being repaid. This applies whether the repayment is made on the Maturity Date, or under any other conditions specified in the Agreement (the “Exit Fee”).

(2) Commitment Fee

The Borrower on the funding date of the Term Loans, shall pay a commitment fee to the Lender, equal to 2.0% of the principal amount drawn (the “Commitment Fee”).

(3) Undrawn Fee

Every month, the Borrower is obligated to remit a fee to the Lender, calculated as 0.25% per annum of the total undrawn amount under the DDTL Commitments.

(4) Administrative Fee

The Borrower will pay to the Agent for its own account a quarterly loan administration fee of $10,000, payable in advance, with the first payment due and payable upon the OrbiMed Closing Date.

Increased Costs

If, at any time, any Lender incurs additional cost, reductions in any sum receivable by the Lender under the Agreement or reduction in the rate of return with respect to the Term Loans because of any change in applicable law or government rule including laws regarding capital adequacy, reserve requirements, taxes, or similar requirements, etc., (collectively, “Yield Adjustment Events”), the Borrower will pay the Lenders an additional amount to compensate the Lender for such increased costs or reduction in rate of return (the “Yield Protection Adjustment Feature”).

Taxes

Unless otherwise required by applicable law, any and all payments shall be made free and clear of and without deduction for any taxes; provided, that if any taxes shall be deducted (as required by law or otherwise) from such payments, then the Borrower or the withholding agent shall be entitled to make such deductions and shall timely pay the full amount deducted to the relevant government authority in accordance with applicable law.

If such taxes are Non-Excluded Taxes (as defined in the Agreement), then the sum payable by the Borrower shall be increased as necessary so that after all required deductions have been made, the Lenders receive an amount equal to the sum it would have received had no such deduction been made (the "Tax Gross-Up Feature”).

Warrant

In connection with the closing of the OrbiMed Credit Agreement, we issued OrbiMed the Initial OrbiMed Warrant. See Note (9) Warrants for further discussion. In addition to issuing the Initial OrbiMed Warrant, 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 5.0% 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. If we fail to comply with certain of our obligations under the OrbiMed Registration Rights Agreement with respect to maintaining an effective registration statement covering shares of Common Stock underlying the OrbiMed Warrants, then the expiration date of an OrbiMed Warrant may be extended.

Accounting Treatment

In accordance with ASC 470, Debt, we recorded the Initial Term Loan as long term debt, and recorded the costs incurred to obtain the loan as contra-debt. We incurred $2,593 in legal, origination and other fees to acquire the Credit Agreement. In addition, we determined that the Initial OrbiMed Warrant met the definition of a derivative under ASC 815, Derivatives and Hedging, and should be recorded as a liability, and that we should bifurcate and separately recognize the Revenue Base Redemption Feature. At April 30, 2024, we determined the initial value of the Initial OrbiMed Warrant was $811 using the Black-Scholes pricing model (see Note (9) Warrants for further discussion.). We determined the initial value of the Revenue Base Redemption Feature to be $729 using a Monte Carlo simulation of future revenue and valuing the Initial Term Loan using the with and without method.

The proceeds related to the Credit Agreement with OrbiMed of $25,000 will be allocated first to the OrbiMed Warrants and to the Revenue Base Redemption Feature, in an amount equal to their respective fair value at the OrbiMed Closing Date. The OrbiMed Warrants and the Revenue Base Redemption will be remeasured subsequently, with changes recorded to expense at each remeasurement date. Any residual proceeds should be allocated to the Initial Term Loan, whereas the issuances should be allocated in proportion to the proceeds between the Initial Term Loan and the Initial Warrant.

During the three months ended September 30, 2024, we recognized interest of $889 related to the Initial Term Loan, of which $226 was recorded as PIK interest. The remaining $664 was paid in cash to OrbiMed. We also expensed $356 of the capitalized debt issuance costs, which was charged to non-cash interest, and we accreted $48 of the exit fee which will be due at the termination of the Initial Term Loan.

The following table summarizes activity within the Initial Term Loan for the nine months ended September 30, 2024. There was no activity in the nine months ended September 30, 2023.


OrbiMed Debt
Initial draw	$	25,000
Debt issuance costs
Cash issuance costs	(2,593)
Noncash issuance costs:
Revenue base redemption liability	(729)
Warrant liability	(811)
Balance at April 30, 2024	$	20,867
Amortization of debt issuance costs	356
PIK interest	377
Accretion of exit fee liability	78
Balance at September 30, 2024	$	21,678

- 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.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 6
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

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 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

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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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

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
-Topic 470
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+ Details

Warrants

9 Months Ended

Sep. 30, 2024

Warrants and Rights Note Disclosure [Abstract]

Warrants

Warrants that have not been tendered for exchange and outstanding at September 30, 2024, and December 31, 2023, are as follows:


	September 30, 2024	December 31, 2023
Public Warrants	1,751,825	8,281,779
Private Placement Warrants	4,428,648	4,933,333
Working Capital Warrants	1,000,000	1,000,000
Initial OrbiMed Warrant	130,805	—

Total warrants	7,311,278	14,215,112

Public, Private Placement and Working Capital 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.

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 we send the notice of redemption to the warrant holders.

If and when the SPAC Warrants become redeemable, 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 we 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 4,933,333 Private Placement Warrants and 1,000,000 Working Capital Warrants. The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants, except that the Private Placement Warrants and Working Capital Warrants, and the common stock issuable upon the exercise of the Private Placement Warrants and Working Capital 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 and Working Capital 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 and Working Capital Warrants are held by someone other than the initial purchasers or their permitted transferees, they will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of September 30, 2024, there were 4,428,648 Private Placement Warrants and 1,000,000 Working Capital Warrants outstanding.

We determined that the Public Warrants, Private Placement Warrants, and Working Capital 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 our control, 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, Private Placement Warrants, and Working Capital Warrants were $1,500, $888, and $180, respectively. As of September 30, 2024, the fair values of the Public Warrants, Private Placement Warrants and Working Capital Warrants were $1,769, $4,473, and $1,010, 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 or Working Capital Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants and Working Capital Warrants having substantially the same terms as the Public Warrants. Therefore, we determined that the fair value of each Private Warrant and Working Capital Warrant is equivalent to that of each Public Warrant.

On May 24, 2024, we commenced (i) the Offer and (ii) the solicitation of consent (the “Consent Solicitation”) from holders of the Exchange Warrants to amend the Warrant Agreement, dated as of December 17, 2020 (the “Warrant Agreement” and such amendment, the “Warrant Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, which governs all of the Exchange Warrants.

The Offer and Consent Solicitation expired at one minute after 11:59 p.m., Eastern Standard Time, on June 25, 2024. The Exchange Warrants tendered were comprised of 6,529,954 Public Warrants and 504,685 Private Placement Warrants, which represents approximately 78.8% and 10.2% of the outstanding warrants of each respective class. The Warrants were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. No Working Capital Warrants were tendered. We determined the Exchange Warrants met the criteria to be equity classified at June 26, 2024, and that their fair value was $10,225. Accordingly, we recorded that amount as a reduction of the warrant liability and a charge to APIC, partially offset by issuance costs of $1,699. On July 1, 2024, we issued 2,110,366 shares of common stock in exchange for the Exchange Warrants.

In addition, the Warrant Amendment was entered into with respect to the Public Warrants. As a result all (and not less than all) of the outstanding Public Warrants may be exchanged, at our option, at any time while they are exercisable and prior to their expiration, at the office of the warrant agent, upon notice to the holders of the then outstanding Public Warrants, at the exchange rate of 0.27 shares of Common Stock per Public Warrant (subject to equitable adjustment by us in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Common Stock).


Series	Balance at December 31, 2023	Exchanges	Issuances	Retirements / Conversions	Balance at September 30, 2024
Public Warrants	8,281,779	—	—	(6,529,954)	1,751,825
Private Placement Warrants	4,933,333	—	—	(504,685)	4,428,648
Working Capital Warrants	1,000,000	—	—	—	1,000,000

Initial OrbiMed Warrant

In connection with the closing of the OrbiMed Credit Agreement, we also issued OrbiMed a warrant to purchase 130,805 shares of our common stock (the "Warrant Shares"), with the initial exercise price of $9.5562, (the "Exercise Price") per share, or approximately $1.25 million in the aggregate, assuming none of the Initial OrbiMed Warrant is exercised through a "cashless" exercise. In the three months ended September 30, 2024, the exercise price was adjusted pursuant to the terms of the Initial OrbiMed Warrant to $9.4487 per share, or approximately $1.24 million in the aggregate. The Initial OrbiMed Warrant expires on April 30, 2031 (the "Expiration Date"). 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 5.0% 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.

The Initial OrbiMed Warrant may be exercised in whole or in part, at any time prior to the Expiration Date (the "Exercise Period"), by either:

a.making a payment to the Company, in an amount in immediately available funds equal to the aggregate Exercise Price to be paid upon the exercise of the Initial OrbiMed Warrant; or

b.instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of the Initial OrbiMed Warrant with an aggregate fair market value as of the exercise date equal to such aggregate Exercise Price to be paid upon the exercise of the Initial OrbiMed Warrant (the “Cashless Exercise”).

If either upon (i) the occurrence of the Expiration Date, or (ii) the date on which a Sale of the Company (defined in the Initial OrbiMed Warrant) is consummated pursuant to which the sole consideration payable to the Company or its stockholders in respect of such sale transaction consists of cash, marketable securities or a combination thereof, and the per share fair market value of a Warrant Share is greater than the exercise price, any portion of the Initial OrbiMed Warrant that remains unexercised on such date shall be deemed to have been exercised automatically pursuant to a Cashless Exercise (the “Automatic Cashless Exercise”).

Ownership Cap

The Holder in any circumstance cannot exercise the Initial OrbiMed Warrant if such exercise would result in the holder and its affiliates to own more than 9.99% of the Company's common stock (the “Ownership Cap”).

Adjustments

The Exercise Price and the number of Warrant Shares underlying the Initial OrbiMed Warrant are subject to certain anti-dilutive adjustments. These are triggered by events such as stock splits, reclassification of shares, combinations, or substitutions. Additionally, the Exercise Price will be adjusted if shares (which include shares, options, and convertible securities settled in common stock) are issued at a price per share less than the current Exercise Price. These adjustments are collectively referred to as "Warrant Adjustments.”

If we declare or pay a dividend or distribution on our outstanding common shares payable in cash, capital securities or other property, the Holder shall be entitled to receive, at the time such dividend or distribution is paid, without additional cost to the Holder, the total number and kind of cash, capital securities or other property which the Holder would have received had the Holder owned the Warrant Shares of record as of the date such dividend or distribution was paid (the “Pro-Rata Distribution”).

Additionally, the Initial OrbiMed Warrant is subject to customary price-based anti-dilution protections, such that, in certain circumstances, if we issue shares of our common stock below the current exercise price of the Initial OrbiMed Warrant, the exercise price of the Initial OrbiMed Warrant will be adjusted downward based on such issuance. As a result of any adjustments, the amount of proceeds we receive from the exercise of the Initial OrbiMed Warrant would be less than the amount we would receive immediately prior to such adjustment. In the three months ended September 30, 2024, the exercise price of the Initial OrbiMed Warrant was adjusted down from $9.5562 to $9.4487 per share in accordance with the above described adjustment mechanics.

Transfers of Initial OrbiMed Warrant

The Initial OrbiMed Warrant may be transferred or assigned in whole or in part, subject to compliance with applicable federal and state securities laws.

Allocation of Proceeds and Issuance Costs

The agreement explicitly permits the settlement of the Initial OrbiMed Warrant in a cashless manner (i.e., net share settlement) and not indexed to the Company's own stock, therefore, it is considered as a derivative instrument and will be classified as a liability and is subsequently measured at fair value with changes reported to earnings following the proceeds from the issuance of the Initial Term Loan.

The fair value of the Initial OrbiMed Warrant was measured using the Black-Scholes option pricing model. The key inputs used in the valuations were as follows:


	September 30, 2024	April 30, 2024
Expected term (years)	6.6	7.0
Risk free interest rate	3.7%	4.7%
Expected volatility	70.0%	65.0%
Dividend yield	0	0
Exercise price	$9.4487	$9.5562
Stock price	$4.61	$9.31

The inputs utilized by management to value the warrant liabilities are subjective. The assumptions used in calculating the fair value of the warrant liabilities represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, the fair value of the warrant liabilities may be materially different in the future.

Share-Based Compensation

9 Months Ended

Sep. 30, 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 September 30, 2024, the balances under the two plans are below.


	September 30, 2024
	Authorized	Outstanding	Available for Issue
2009 Plan	1,551,473	1,551,473	—
2023 Plan	7,969,524	3,896,329	4,073,195
Total	9,520,997	5,447,802	4,073,195

2009 Equity Incentive Plan

As of September 30, 2024, there were in total 1,487,505 stock options and 63,968 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 September 30, 2024, we had unrecognized compensation expense of $678 and $442, respectively, for options and RSUs granted under the 2009 Plan. The September 30, 2024, balance will be recognized over a weighted average period of 1.4 years.

2023 Equity Incentive Plan

As of September 30, 2024, there were in total 3,421,952 stock options and 474,377 RSUs issued and outstanding under the 2023 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 2,385,694 shares to 7,970,702. Options for 1,178 shares of Common Stock were exercised during the nine months ended September 30, 2024, reducing the authorized share total to 7,969,524. During the nine months ended September 30, 2024, we granted 1,657,906 options, net of forfeitures, with a weighted average fair value of $4.96, and 474,377 restricted stock units, net of forfeitures, with a weighted average fair value of $9.46.

As of September 30, 2024, we had unrecognized compensation expense of $12,167 and $2,788, respectively, for options and RSUs granted under the 2023 Plan. The balance at September 30, 2024, will be recognized over a weighted average period of 3.3 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. Initially, 1,396,252 shares of Common Stock were 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.

During the nine months ended September 30, 2024, 41,663 shares were purchased in an offering under the ESPP which closed on June 30, 2024, raising $195. A new offering began on July 1, 2024, and will close on December 31, 2024.

Standby Equity Purchase Agreement - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended	9 Months Ended
	Oct. 02, 2023 USD ($) shares	Oct. 31, 2023	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 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	$ 0.0001
Purchase agreement period	24 months	24 months
Purchase agreement, number of trading days used for measurement of market price	3 days
Standby equity purchase agreement, maximum allowable percentage of outstanding common stock	0.1999
Sale of stock (in shares) \| shares			1,124,867	1,874,867
Proceeds from sale of common stock			$ 5,647	$ 12,390
Expected draws
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Expected draws			8,000	8,000	5,000
SEPA derivative liability
Derivative Instruments and Hedging Activities Disclosures [Line Items]
SEPA derivative liability	$ 183		$ 235	$ 235	$ 185
Change in unrealized loss				51
Standby Equity Purchase Agreement
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Sale of stock, authorized amount	$ 30,000			$ 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	0.960
Purchase agreement, sales price, percentage of market price during three consecutive trading days	0.970
Purchase agreement, ownership limitation	0.0499
Common stock, shares authorized, standby equity purchase agreement (in shares) \| shares	5,260,704

Share-Based Compensation (Details) - shares	Sep. 30, 2024	Jan. 01, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	9,520,997
Outstanding (in shares)	5,447,802
Available for Issue (in shares)	4,073,195
2009 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	1,551,473
Outstanding (in shares)	1,551,473
Available for Issue (in shares)	0
2023 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized (in shares)	7,969,524	7,970,702	5,585,008
Outstanding (in shares)	3,896,329
Available for Issue (in shares)	4,073,195

- 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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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss available to common stockholders	$ (19,937)	$ (23,724)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	551	490
Reduction in the carrying amount of right-of-use assets	233	130
Change in fair value of warrants, tranche and SEPA liability	2,311	(660)
Change in fair value of Initial OrbiMed Warrants and revenue base redemption liabilities	(790)	0
Change in fair value of contingent earnout liability	(12,061)	(19,904)
Non-cash interest expense	377	0
Loss on equity issuance	0	5,691
Extinguishment of tranche liability	0	(1,520)
Stock-based compensation expense	3,744	402
Loss on disposal of fixed assets	18	60
Amortization of debt issuance costs	434	0
Milestone payments to Dynavax	0	1,000
Changes in operating assets and liabilities:
Accounts receivable	(1,358)	(1,477)
Inventory	(1,455)	(158)
Prepaid expenses	(2,323)	1,041
Deposits	43	0
Operating lease liabilities	(238)	(202)
Trade payables and accrued liabilities	(4,685)	(2,570)
Net cash used in operating activities	(35,136)	(41,401)
Cash flows from investing activities:
Purchases of property and equipment	(295)	(216)
Milestone payments to Dynavax	0	(1,000)
Net cash used in investing activities	(295)	(1,216)
Cash flows from financing activities:
Proceeds from the issuance of preferred stock	0	9,189
Proceeds from the issuance of common stock	12,586	0
Proceeds from exercise of preferred stock warrants	0	9,630
Proceeds from Business Combination	0	36,854
Offering costs related to Business Combination	0	(1,116)
Debt issuance costs	(2,593)	0
Proceeds from the issuance of debt	25,000	0
Payments on finance lease liabilities	(65)	(65)
Proceeds from the exercise of stock options for common stock	14	94
Net cash provided by financing activities	34,942	54,586
(Decrease) increase in cash, cash equivalents and restricted cash	(489)	11,969
Cash, cash equivalents and restricted cash, beginning of period	12,127	9,664
Cash, cash equivalents and restricted cash, end of period	11,638	21,633
Supplemental disclosures of cash flow information:
Fair value of warrants issued with OrbiMed debt	325	0
Fair value of revenue base redemption liability related to OrbiMed debt	425	0
Fair value of warrants issued with Series B-2 preferred stock	0	14,701
Right-of-use assets obtained in exchange for new operating lease liabilities	464	0
Transfer of warrant liability to preferred stock upon exercise of warrants	$ 0	$ 12,082

Contingent Earnout Liability - Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate (Details)	Sep. 30, 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	4.61	8.45
Expected share price volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input	0.700	0.650
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input	0.036	0.039
Expected term (years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input \| year	3.86	4.60
Estimated dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent earnout liability, measurement input	0	0

Standby Equity Purchase Agreement - Expected Volatility (Details) $ in Thousands	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Expected draws
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	8,000	5,000
Expected probability of draws
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input		0.90
Expected probability of draws \| Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	0.90
Expected probability of draws \| Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	1
Risk-free interest rate
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative liability, measurement input	0.045	0.054

Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 11,288	$ 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	$ 11,638	$ 12,127	$ 21,633	$ 9,664

Convertible Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Schedule of Convertible Preferred Stock

The following table summarizes activity in Series A Convertible Preferred Stock in the nine months ended September 30, 2024. There was no activity in the nine months ended September 30, 2023.


Series	Balance at December 31, 2023	Issuances	Retirements / Conversions	Balance at September 30, 2024
Series A convertible preferred stock (assuming maximum conversion)	25,237,155	—	(188,571)	25,048,584
Total convertible preferred stock	25,237,155	—	(188,571)	25,048,584

Warrants (Tables)

9 Months Ended

Sep. 30, 2024

Warrants and Rights Note Disclosure [Abstract]

Schedule of Warrants Outstanding

Warrants that have not been tendered for exchange and outstanding at September 30, 2024, and December 31, 2023, are as follows:


	September 30, 2024	December 31, 2023
Public Warrants	1,751,825	8,281,779
Private Placement Warrants	4,428,648	4,933,333
Working Capital Warrants	1,000,000	1,000,000
Initial OrbiMed Warrant	130,805	—

Total warrants	7,311,278	14,215,112

Fair Value Measurement Inputs and Valuation Techniques

Assumptions used in the valuation are described below:


	September 30, 2024			December 31, 2023
Current stock price	$	4.61		$	8.45
Expected share price volatility	70.0		%	65.0		%
Risk-free interest rate	3.6		%	3.9		%
Expected term (years)	3.86			4.60
Estimated dividend yield	—		%	—		%


Series	Balance at December 31, 2023	Exchanges	Issuances	Retirements / Conversions	Balance at September 30, 2024
Public Warrants	8,281,779	—	—	(6,529,954)	1,751,825
Private Placement Warrants	4,933,333	—	—	(504,685)	4,428,648
Working Capital Warrants	1,000,000	—	—	—	1,000,000

The fair value of the Initial OrbiMed Warrant was measured using the Black-Scholes option pricing model. The key inputs used in the valuations were as follows:


	September 30, 2024	April 30, 2024
Expected term (years)	6.6	7.0
Risk free interest rate	3.7%	4.7%
Expected volatility	70.0%	65.0%
Dividend yield	0	0
Exercise price	$9.4487	$9.5562
Stock price	$4.61	$9.31

Assumptions used in the valuation are described below:


Valuation assumptions:	September 30, 2024			December 31, 2023
Expected draws	$	8,000		$	5,000
Expected probability of draws	90% - 100%			90		%
Risk-free interest rate	4.5		%	5.4		%

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 11,288	$ 11,777
Accounts receivable	4,912	3,554
Inventory	3,999	2,545
Prepaid expenses	3,609	2,986
Total current assets	23,808	20,862
Property and equipment, net	1,818	2,091
Right-of-use assets	1,427	1,179
Other assets	424	466
Total assets	27,477	24,598
Current liabilities:
Trade payables	1,446	3,391
Accrued liabilities	7,877	10,556
Short-term lease liabilities	266	351
Other current liabilities	329	389
Total current liabilities	9,918	14,687
Long-term debt, net of unamortized discount and debt issuance costs	21,678	0
Revenue base redemption liability	426	0
Long-term lease liabilities	1,506	1,244
Contingent earnout liability	6,571	18,632
Warrant and SEPA liabilities	7,812	17,100
Total liabilities	47,911	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 September 30, 2024 and December 31, 2023, respectively; issued and outstanding, 3,985,002 and 4,015,002 shares at September 30, 2024, and December 31, 2023, respectively.	0	0
Common stock, $0.0001 par value per share. Authorized 400,000,000 shares at September 30, 2024 and December 31, 2023, respectively; issued and outstanding, 30,469,664 and 26,413,213 shares at September 30, 2024, and December 31, 2023, respectively.	3	2
Additional paid-in capital	249,004	222,437
Accumulated deficit	(269,441)	(249,504)
Total stockholders’ deficit	(20,434)	(27,065)
Total liabilities and stockholders’ deficit	$ 27,477	$ 24,598

Financial Instruments - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Jun. 26, 2024 USD ($) shares	Jun. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Aug. 15, 2024 warrant entity shares	May 24, 2024 shares	Apr. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares	Oct. 02, 2023 USD ($)	Aug. 10, 2023 USD ($) $ / shares shares	Dec. 17, 2020 shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)			7,311,278				14,215,112		14,266,605
Exercise price of warrants (in dollars per share) \| $ / shares									$ 11.50
Warrant and SEPA liabilities \| $			$ 7,812				$ 17,100		$ 28,927
Contingent earnout liability \| $			6,571				18,632		$ 28,927
Revenue base redemption feature, amount \| $			425			$ 729
Issuance costs \| $	$ 1,699	$ 1,699
SEPA derivative liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
SEPA derivative liability \| $			$ 235				$ 185	$ 183
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)			1,751,825				8,281,779		8,333,272
Exercise price of warrants (in dollars per share) \| $ / shares									$ 11.50
Warrant and SEPA liabilities \| $			$ 1,769						$ 1,500
Closing price (in dollars per share) \| $ / shares									$ 0.18
Class of warrant or right, number of securities called by each warrant or right (in shares)									1
Number of warrants exchanged (in shares)	6,529,954		6,529,954
Private Placement And Working Capital Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)									5,933,333
Private Placement Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)			4,428,648		4,933,333		4,933,333		4,933,333
Warrant and SEPA liabilities \| $			$ 4,473						$ 888
Number of warrants exchanged (in shares)	504,685		504,685
Working capital warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding (in shares)			1,000,000		1,000,000		1,000,000		1,000,000
Warrant and SEPA liabilities \| $			$ 1,010						$ 180
Number of warrants exchanged (in shares)	0
SPAC Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant and SEPA liabilities \| $			$ 7,253						$ 2,568
Initial OrbiMed Warrant
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares			$ 9.4487			$ 9.5562
Warrants to purchase common stock (in shares)						130,805
Outstanding warrant liabilities \| $			$ 1,240			$ 1,250
Number of warrants after split \| warrant				2
Initial OrbiMed Warrant \| OrbiMed
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of operating entities holding warrants \| entity				2
Initial OrbiMed Warrant, Substitute Warrant Certificate Number One
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants to purchase common stock (in shares)				92,801
Initial OrbiMed Warrant, Substitute Warrant Certificate Number Two
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants to purchase common stock (in shares)				38,004
Public Warrants, Private Placement Warrants And Working Capital Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Outstanding warrant liabilities \| $	$ 11,924
Class of warrant or right, number of securities called by each warrant or right (in shares)					0.27					0.30
Warrants and rights outstanding, net of issuance costs \| $	$ 10,225

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation Plan Balances

As of September 30, 2024, the balances under the two plans are below.


	September 30, 2024
	Authorized	Outstanding	Available for Issue
2009 Plan	1,551,473	1,551,473	—
2023 Plan	7,969,524	3,896,329	4,073,195
Total	9,520,997	5,447,802	4,073,195

Leases (Details) $ in Thousands		9 Months Ended
Leases (Details) $ in Thousands	Jul. 17, 2024 renewal_option	Sep. 30, 2024 USD ($) lease renewal_option
Lessee, Lease, Description [Line Items]
Number of leases \| lease		4
Westminster Facility
Lessee, Lease, Description [Line Items]
Number of lease renewal options	2	1
Lease renewal term	5 years	5 years
Number of lease renewal options exercised	1
Rent payments \| $		$ 1,524
Bannockburn Facility
Lessee, Lease, Description [Line Items]
Lease renewal term		3 years

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 1,239	$ 607
Finished goods	2,763	2,055
Reserve for obsolete inventory	(3)	(117)
Inventory	$ 3,999	$ 2,545

Inventory

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventory

The components of inventory are summarized as follows:


	September 30, 2024		December 31, 2023
Raw materials	$	1,239	$	607
Finished goods	2,763		2,055
Reserve for obsolete inventory	(3)		(117)
Inventory	$	3,999	$	2,545

Warrants - Schedule of Warrant Activity (Details)	9 Months Ended
Warrants - Schedule of Warrant Activity (Details)	Sep. 30, 2024 shares
Class of Warrant or Right [Roll Forward]
Warrants outstanding, beginning balance (in shares)	14,215,112
Warrants outstanding, ending balance (in shares)	7,311,278
Public Warrants
Class of Warrant or Right [Roll Forward]
Warrants outstanding, beginning balance (in shares)	8,281,779
Exercises (in shares)	0
Issuances (in shares)	0
Retirements/Conversions (in shares)	(6,529,954)
Warrants outstanding, ending balance (in shares)	1,751,825
Private Placement Warrants
Class of Warrant or Right [Roll Forward]
Warrants outstanding, beginning balance (in shares)	4,933,333
Exercises (in shares)	0
Issuances (in shares)	0
Retirements/Conversions (in shares)	(504,685)
Warrants outstanding, ending balance (in shares)	4,428,648
Working Capital Warrants
Class of Warrant or Right [Roll Forward]
Warrants outstanding, beginning balance (in shares)	1,000,000
Exercises (in shares)	0
Issuances (in shares)	0
Retirements/Conversions (in shares)	0
Warrants outstanding, ending balance (in shares)	1,000,000

Debt - Narrative (Details)		1 Months Ended	3 Months Ended	5 Months Ended	9 Months Ended
Debt - Narrative (Details)	Apr. 30, 2024 USD ($)	Apr. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Debt Instrument [Line Items]
Proceeds from lines of credit					$ 25,000,000	$ 0
Paid in kind interest, term	15 months
Debt issuance costs					2,593,000	0
Warrant liability	$ 811,000	$ 811,000
Revenue base redemption feature, amount	$ 729,000	$ 729,000	$ 425,000	$ 425,000	425,000
Cash paid for interest expense			664,000
Amortization of debt issuance costs					$ 434,000	$ 0
Initial OrbiMed Warrant liability
Debt Instrument [Line Items]
Warrants issued, delayed draw commitment amount, percentage	0.050	0.050
Earnout shares vesting requirement, vesting period	7 years	7 years
Loan Facility \| Secured Debt
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	$ 50,000,000	$ 50,000,000
Proceeds from lines of credit	$ 25,000,000	$ 25,000,000
Default rate	4.00%	4.00%
SOFR floor	0.040	0.040
Debt instrument, basis spread on variable rate	8.50%
Paid-in-kind interest	3.50%	3.50%
Exit fee percentage	0.040	0.040
Commitment fee percentage	2.00%
Undrawn fee, percentage	0.25%
Administrative fee	$ 10,000	$ 10,000
Loan Facility, Initial Commitment Amount \| Secured Debt
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	25,000,000	25,000,000
Proceeds from lines of credit	25,000,000
Interest expense			889,000
PIK interest			226,000	377,000
Amortization of debt issuance costs			356,000	356,000
Accretion of exit fee liability			$ 48,000	$ 78,000
Loan Facility, June 30, 2025 \| Secured Debt
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	10,000,000	10,000,000
Product revenue base, minimum amount required	30,000,000	30,000,000
Loan Facility, December 31, 2025 \| Secured Debt
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	15,000,000	15,000,000
Product revenue base, minimum amount required	$ 50,000,000	$ 50,000,000

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 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 condensed 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 GAAP has been condensed or omitted in accordance with rules and regulations of the SEC. Operating results for the nine months ended September 30, 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 consolidated 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. We have modified the presentation of certain warrants. In previous filings, we reported the Working Capital Warrants in combination with the Private Warrants, calling them collectively the Private Warrants. For the current Quarterly Report on Form 10-Q, we have separated the Working Capital Warrants from the Private Placement Warrants.
Warrants Liabilities	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 condensed consolidated 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. In connection with the Business Combination, we assumed warrants to purchase common stock. The warrants include the Public Warrants, Private Placement Warrants and Working Capital Warrants. We value the liability for all of the warrants based on the trading price of the publicly held warrants. See Note (9) Warrants and (4) Financial Instruments for further discussion. In connection with the $25,000 funded amount on the OrbiMed Closing Date (the "Initial OrbiMed Loan"), we issued the Initial OrbiMed Warrant, which we classified as a derivative liability because it did not meet the equity classification criteria under ASC 815-40. We calculated the fair value of the Initial OrbiMed Warrant based on the Black-Scholes-Merton option pricing model. This model considers several variables and assumptions in estimating the fair value of financial instruments, including the per-share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected stock price volatility over the expected term, and expected annual dividend yield. We calculated the expected terms as the contractual expiration period. The risk-free interest rate is estimated using the rate of return on U.S. treasury notes with a life that approximates the expected term. Our common stock does not have sufficient trading history and, therefore, we used the historical volatility of the stock prices of similar publicly traded peer companies. We utilized a dividend yield of zero, as we have no history or plan of declaring dividends on the Company's common stock.
Revenue Base Redemption Liability	Revenue Base Redemption Liability We determined that we should bifurcate and separately recognize the Revenue Base Redemption Feature (see Note (13) Debt for further detail). We determined the value of the Revenue Base Redemption Feature using a Monte Carlo simulation of future revenue and valuing the Initial Term Loan using the with and without method.
Contingent Earnout Liability	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 (8) Contingent Earnout Liability and (4) Financial Instruments and for further detail.
Standby Equity Purchase Agreement	Standby Equity Purchase Agreement In October 2023, we entered into the SEPA with Yorkville. Pursuant to the SEPA, we have the right, but not the obligation, to sell to Yorkville up to $30.0 million 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
Segment Reporting	Segment Reporting Our Chief Operating Decision Maker (“CODM”), its Chief Executive Officer, reviews our financial information on a consolidated basis for purposes of allocating resources and evaluating its financial performance. Accordingly, we have determined that we operate as a single reportable segment. All of our long-lived assets are located in the United States. Since the Company operates as a single reporting segment, all required segment reporting disclosures can be found in the condensed consolidated financial statements.
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. In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which clarifies the guidance on ASC Topic 718 by illustrating how to apply the scope guidance to determine whether a profit interest award should be accounted for as a shared-based payment arrangement under ASC 718 or another accounting standard (e.g., employee profit-sharing arrangement under ASC 710). The ASU aims to reduce the complexity diversity in practice by adding an example to ASC 718 that describes four fact patterns and illustrates how an entity evaluates common terms and characteristics of profit interests and similar awards to reach a conclusion about whether an award meets the scope conditions in ASC 718-10-15-3. The ASU is effective for all public entities for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years. We are currently evaluating the impact the adoption of this ASU will have on our condensed consolidated financial statements. In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concept Statements, which removes references to the Board's concepts statement from the FASB Accounting Standards Codification (the "Codification" or ASC). The ASU is part of the Board’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” Before establishing the Codification in 2009, the FASB used or referred to the concepts statements as part of its standard setting. However, the Board is now removing those references since “references to the Concepts Statements in the Codification could imply that the Concepts Statements are authoritative." The amendment is effective for all public entities for fiscal years beginning after December 15, 2024. Those who adopt the amendments in an interim period would have to adopt them as of the beginning of the fiscal year that includes that interim period. We are currently evaluating the impact the adoption of this ASU will have on our condensed consolidated financial statements.

Nature of Business (Details) $ in Thousands				1 Months Ended	3 Months Ended				9 Months Ended		189 Months Ended
Nature of Business (Details) $ in Thousands	Apr. 30, 2024 USD ($)	Oct. 02, 2023 USD ($)	Aug. 10, 2023 USD ($)	Apr. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Nature of Business [Line Items]
Issuance of stock					$ 5,843	$ 3,602	$ 3,141	$ 34,151			$ 13,159
Proceeds from business combination			$ 36,854						$ 0	$ 36,854
Accumulated deficit					269,441				269,441		269,441	$ 249,504
Proceeds from the issuance of common stock									12,586	0
Proceeds from the exercise of stock options for common stock									14	94
Proceeds from lines of credit									25,000	0
Cash, cash equivalents and restricted cash,					11,638			$ 21,633	11,638	$ 21,633	11,638	$ 12,127	$ 9,664
Proceeds from sale of common stock					$ 5,647				$ 12,390
Number of reportable segments \| segment									1
Loan Facility \| Secured Debt
Nature of Business [Line Items]
Line of credit maximum borrowing capacity	$ 50,000			$ 50,000
Proceeds from lines of credit	25,000			25,000
Loan Facility, June 30, 2025 \| Secured Debt
Nature of Business [Line Items]
Line of credit maximum borrowing capacity	10,000			10,000
Loan Facility, December 31, 2025 \| Secured Debt
Nature of Business [Line Items]
Line of credit maximum borrowing capacity	$ 15,000			$ 15,000
Standby Equity Purchase Agreement
Nature of Business [Line Items]
Proceeds from the issuance of common stock									$ 12,390
Sale of stock, authorized amount		$ 30,000							$ 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

Summary of Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Intangible assets, net									$ 0
Total assets	$ 27,477						$ 27,477		24,598
Accumulated deficit	(269,441)						(269,441)		(249,504)
Total stockholders’ deficit	(20,434)	$ (25,263)	$ (36,037)	$ 8,292	$ (198,419)	$ (184,519)	(20,434)	$ 8,292	(27,065)	$ (176,329)
Research and development	4,219		5,844	9,506			14,729	22,066
Loss from operations	(8,739)		(11,672)	(18,616)			(28,585)	(40,227)
Net loss	(2,399)	$ (4,332)	(13,206)	(1,425)	$ (13,985)	$ (8,313)	(19,937)	(23,724)
Net loss attributable to common stockholders	$ (3,202)		$ (14,007)	$ (1,883)			$ (22,342)	$ (27,163)
Net loss per common share, basic (in dollars per share)	$ (0.12)		$ (0.60)	$ (0.14)			$ (0.91)	$ (5.72)
Net loss per common share, diluted (in dollars per share)	$ (0.12)		$ (0.60)	$ (0.14)			$ (0.91)	$ (5.72)
Depreciation and amortization			$ 175				$ 551	$ 490
Net cash used in operating activities			(10,867)				(35,136)	(41,401)
Purchases of intellectual property and licenses								0
Net cash used in investing activities							$ (295)	(1,216)
Previously Reported
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Intangible assets, net									1,127
Total assets									25,725
Accumulated deficit									(248,377)
Total stockholders’ deficit									(25,938)
Research and development			5,857	$ 9,367				21,871
Loss from operations			(11,685)	(18,477)				(40,032)
Net loss			(13,219)	(1,286)				(23,529)
Net loss attributable to common stockholders			$ (14,020)	$ (1,744)				$ (26,968)
Net loss per common share, basic (in dollars per share)			$ (0.60)	$ (0.13)				$ (5.68)
Net loss per common share, diluted (in dollars per share)			$ (0.60)	$ (0.13)				$ (5.68)
Depreciation and amortization			$ 188					$ 500
Net cash used in operating activities			(10,867)					(41,196)
Purchases of intellectual property and licenses								(205)
Net cash used in investing activities								(1,421)
Revision of Prior Period, Error Correction, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Intangible assets, net									(1,127)
Total assets									(1,127)
Accumulated deficit									(1,127)
Total stockholders’ deficit									$ (1,127)
Research and development			(13)	$ 139				195
Loss from operations			13	(139)				(195)
Net loss			13	(139)				(195)
Net loss attributable to common stockholders			$ 13	$ (139)				$ (195)
Net loss per common share, basic (in dollars per share)			$ 0	$ (0.01)				$ (0.04)
Net loss per common share, diluted (in dollars per share)			$ 0	$ (0.01)				$ (0.04)
Depreciation and amortization			$ (13)					$ (10)
Net cash used in operating activities			$ 0					(205)
Purchases of intellectual property and licenses								205
Net cash used in investing activities								$ 205

Nature of Business	9 Months Ended
Nature of Business	Sep. 30, 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 dedicated to the research, development, and commercialization of an innovative drug delivery technology platform and an immuno-oncology therapeutic, aimed at improving outcomes for patients with difficult-to-treat liver and pancreatic cancers. Our advanced technology is designed for use by interventional radiologists to enhance the delivery of therapeutics and improve patient outcomes. We market our cutting-edge Pressure Enabled Drug Delivery (PEDD™) infusion systems, which optimize therapeutic delivery for hepatocellular carcinoma, pancreatic cancer, and other solid liver tumors. Our PEDD with SmartValve™ is the only technology designed to work in synchrony with the cardiac cycle to open collapsed vessels in the tumor to enable deeper perfusion and improve therapeutic drug delivery in tumors with high intratumoral pressure. PEDD with SmartValve has been shown in prospective and retrospective clinical studies and in multiple pre-clinical models to improve therapy uptake and tumor response. Additionally, we are developing a drug product candidate, nelitolimod (A TLR9 agonist), which has demonstrated a potential to enhance immune system response, when delivered via PEDD, in the treatment of 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 systemic therapies. 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. 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. We have initiated Phase 1 and Phase 1b clinical trials for this nelitolimod, each of which are focused on a different target indication, specifically: uveal melanoma, intrahepatic cholangiocarcinoma and hepatocellular carcinoma ("ICC" and "HCC"), and pancreatic cancer. Based on our review of the preliminary data regarding the ICC/HCC studies, we do not intend to proceed to Phase II trials for those indications. Based on the changing landscape for second line treatment of uveal melanoma, we do not intend to proceed to Phase II trials for that indication on our own, but we are looking for potential partners to advance that indication. Our PERIO-3 clinical trial in pancreatic cancer is continuing with additional patient enrollment and we anticipate data from the study will be available in sometime in 2025, depending on when patient enrollment and treatment is completed. 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. 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 therapeutics. 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 September 30, 2024, we have issued for cash $164,364 of preferred stock (of which $36,854 was raised at the closing of the Business Combination from issuance of Series A convertible preferred stock), which, along with $13,159 from common stock and $57,466 from convertible notes and warrants, has funded our accumulated deficit of $269,441. During the nine months ended September 30, 2024, we raised $12,390 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 $14 from the exercise of stock options. See Note (12) Standby Equity Purchase Agreement for discussion of the SEPA. 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. Under the terms of the Credit Agreement, we may borrow up to $50,000, of which we immediately drew $25,000, before expenses. The remaining debt is available in two increments of $10,000 and $15,000, subject to the achievement of certain revenue targets. See Note (13) Debt for further discussion. As of September 30, 2024, we had cash, cash equivalents, and restricted cash of $11,638. 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 $269,441 as of September 30, 2024. We expect that our existing cash and cash equivalents will not be sufficient to fund our projected liquidity requirements for the next 12 months from the issuance date of the condensed 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 that could raise 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 as to 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 (12) 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 nine months ended September 30, 2024, we sold 1,874,867 shares of common stock under the SEPA, raising $12,390. In addition, as described in Note (13) Debt, in April 2024, we drew $25,000, before expenses, under the Credit Agreement. 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, 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.

Convertible Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Sep. 16, 2024	Aug. 10, 2023	Sep. 30, 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			$ 3,654
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%
Undeclared cumulative dividends	$ 26
Liquidation preference (in dollars per share)			$ 10.00
Preferred stock converted (in shares)	30,000
Common stock exchange for warrants (in shares)	32,645

Leases	9 Months Ended
Leases	Sep. 30, 2024
Leases [Abstract]
Leases	Leases We have four property leases in effect as of September 30, 2024, which we account for as operating leases: •A lease for our principal administrative and production facility at 6272 West 91st Avenue, Westminster, Colorado, which expires on December 31, 2031. This lease includes one option to extend the lease by five years from the end of the then current term. •A lease for office space at 2275 Half Day Road, Bannockburn, Illinois, which expires in January 2028. This lease includes an option to extend the lease by three years at the end of the current term. •A lease for office space at 1000 Chapel View Blvd, Cranston, Rhode Island, which expired in October 2024. •A lease for laboratory and research space at 1 Hoppin Street, Providence, Rhode Island, which expires on July 31, 2025. On July 17, 2024, we exercised one of the two options to extend the current lease for the Westminster facility for an additional period of five years commencing on January 1, 2027, and ending on December 31, 2031 ("Second Extended Lease Term"). All terms and conditions of the lease shall continue to apply during the Second Extended Lease Term. We will pay approximately $1,524 in rent during the Second Extended Lease Term.
Leases	Leases We have four property leases in effect as of September 30, 2024, which we account for as operating leases: •A lease for our principal administrative and production facility at 6272 West 91st Avenue, Westminster, Colorado, which expires on December 31, 2031. This lease includes one option to extend the lease by five years from the end of the then current term. •A lease for office space at 2275 Half Day Road, Bannockburn, Illinois, which expires in January 2028. This lease includes an option to extend the lease by three years at the end of the current term. •A lease for office space at 1000 Chapel View Blvd, Cranston, Rhode Island, which expired in October 2024. •A lease for laboratory and research space at 1 Hoppin Street, Providence, Rhode Island, which expires on July 31, 2025. On July 17, 2024, we exercised one of the two options to extend the current lease for the Westminster facility for an additional period of five years commencing on January 1, 2027, and ending on December 31, 2031 ("Second Extended Lease Term"). All terms and conditions of the lease shall continue to apply during the Second Extended Lease Term. We will pay approximately $1,524 in rent during the Second Extended Lease Term.

Standby Equity Purchase Agreement

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Standby Equity Purchase Agreement

Contingent Earnout Liability


	September 30, 2024			December 31, 2023
Current stock price	$	4.61		$	8.45
Expected share price volatility	70.0		%	65.0		%
Risk-free interest rate	3.6		%	3.9		%
Expected term (years)	3.86			4.60
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:	September 30, 2024			December 31, 2023
Expected draws	$	8,000		$	5,000
Expected probability of draws	90% - 100%			90		%
Risk-free interest rate	4.5		%	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.

During the three and nine months ended September 30, 2024, we sold 1,124,867 and 1,874,867 shares of common stock under the SEPA, respectively, raising $5,647 and $12,390, respectively.

Cash, Cash Equivalents and Restricted Cash (Tables)

9 Months Ended

Sep. 30, 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:


	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	11,288	$	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	$	11,638	$	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:


	September 30, 2024		December 31, 2023
Cash and cash equivalents	$	11,288	$	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	$	11,638	$	12,127

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

$ 10,028

$ (186,358)

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

347,926

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

Exercise of options (in shares)

95,842

Exercise of options

$ 50

Stock-based compensation

Deemed dividend

959

(959)

Net loss

(8,313)

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

Balance, end of period at Mar. 31, 2023

(184,519)

$ 0

11,110

(195,630)

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

443,769

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

Balance, beginning of period at Dec. 31, 2022

(176,329)

$ 0

10,028

(186,358)

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

347,926

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

Net loss

(23,724)

Ending balance (in shares) at Sep. 30, 2023

4,015,002

Balance, end of period at Sep. 30, 2023

8,292

$ 1

$ 2

221,351

(213,062)

Balances, end of period (in shares) at Sep. 30, 2023

26,316,682

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

Balance, beginning of period at Mar. 31, 2023

(184,519)

$ 0

11,110

(195,630)

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

443,769

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

Exercise of options (in shares)

4,592

Exercise of options

Stock-based compensation

Deemed dividend

2,022

(2,022)

Net loss

(13,985)

Ending balance (in shares) at Jun. 30, 2023

Balance, end of period at Jun. 30, 2023

(198,419)

$ 0

13,217

(211,637)

Balances, end of period (in shares) at Jun. 30, 2023

448,361

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

Exercise of options (in shares)

50,646

Exercise of options

Stock-based compensation

259

Issuance of common stock (in shares)

21,500,867

Conversion of redeemable convertible preferred stock into common stock in connection with the Business Combination

204,236

$ 2

204,234

Assumption of warrants to purchase common stock in connection with the Business Combination

(2,568)

Issuance of common stock upon closing the Business Combination, net of expenses (in shares)

4,316,808

Issuance of common stock upon closing the Business Combination, net of expenses

957

Contingent earnout liability recognized upon closing of the Business Combination

(28,927)

Proceeds from sale of common stock (in shares)

4,015,002

Proceeds from sale of common stock

34,151

$ 1

34,150

Net loss

(1,425)

Ending balance (in shares) at Sep. 30, 2023

4,015,002

Balance, end of period at Sep. 30, 2023

$ 8,292

$ 1

$ 2

221,351

(213,062)

Balances, end of period (in shares) at Sep. 30, 2023

26,316,682

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

4,015,002

Balance, beginning of period at Dec. 31, 2023

$ (27,065)

$ 0

$ 2

222,437

(249,504)

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

(13,206)

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

4,015,002

Balance, end of period at Mar. 31, 2024

$ (36,037)

$ 0

$ 2

226,671

(262,710)

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

26,758,272

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

4,015,002

Balance, beginning of period at Dec. 31, 2023

$ (27,065)

$ 0

$ 2

222,437

(249,504)

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)

1,178

Net loss

$ (19,937)

Ending balance (in shares) at Sep. 30, 2024

3,985,002

Balance, end of period at Sep. 30, 2024

$ (20,434)

$ 0

$ 3

249,004

(269,441)

Balances, end of period (in shares) at Sep. 30, 2024

30,469,664

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

4,015,002

Balance, beginning of period at Mar. 31, 2024

$ (36,037)

$ 0

$ 2

226,671

(262,710)

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

26,758,272

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

Exercise of options (in shares)

1,191

Exercise of options

Stock-based compensation

1,275

Proceeds from sale of common stock (in shares)

400,000

Proceeds from sale of common stock

3,602

Record exchange warrants

11,923

Record issuance costs

(1,699)

Net loss

(4,332)

Ending balance (in shares) at Jun. 30, 2024

4,015,002

Balance, end of period at Jun. 30, 2024

(25,263)

$ 0

$ 2

241,777

(267,042)

Balances, end of period (in shares) at Jun. 30, 2024

27,159,463

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

Exercise of options (in shares)

660

Exercise of options

Stock-based compensation

1,383

Issuance of common stock (in shares)

2,110,366

Proceeds from sale of common stock (in shares)

1,166,530

Proceeds from sale of common stock

5,843

$ 1

5,842

Preferred stock conversion (in shares)

(30,000)

32,645

Net loss

$ (2,399)

(2,399)

Ending balance (in shares) at Sep. 30, 2024

3,985,002

Balance, end of period at Sep. 30, 2024

$ (20,434)

$ 0

$ 3

$ 249,004

$ (269,441)

Balances, end of period (in shares) at Sep. 30, 2024

30,469,664

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

Business Combination	9 Months Ended
Business Combination	Sep. 30, 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 (9) Warrants for additional discussion of the warrants.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 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 condensed consolidated financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws. In assessing the realizability of the deferred tax assets, we considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized through the generation of future taxable income. In making this determination, we assessed all of the evidence available at the time including recent earnings, forecasted income projections, and historical financial performance. We have fully reserved deferred tax assets as a result of this assessment. Based on our full valuation allowance against the net deferred tax assets, our effective federal tax rate for the calendar year is zero, and we recorded an immaterial income tax expense in the nine months ended September 30, 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 tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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+ Details

Financial Instruments

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Financial Instruments

Our financial instruments consist of cash, cash equivalents, accounts receivable, trade payables, contingent earnout liability, revenue base redemption derivative liability, and warrants to purchase preferred and common stock. The carrying values of these financial instruments (other than warrants and tranche, earnout liabilities and revenue base redemption derivative liabilities, which are held at fair value) approximate fair value at September 30, 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, earnout liabilities, SEPA, tranche, and revenue base redemption feature 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 (9) Warrants). Of these, 8,333,272 were traded publicly (the "Public Warrants"), 5,933,333 were privately held (the 4,933,333 "Private Placement Warrants" and 1,000,000 "Working Capital 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 (8) Contingent Earnout Liability for further discussion.

The carrying amount of our outstanding SPAC warrants liabilities was $7,253 at September 30, 2024. The carrying amount of outstanding earnout liability was $6,571 at September 30, 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 and Working Capital 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.

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 (12) Standby Equity Purchase Agreement for further discussion. We determined the fair value of the SEPA derivative liability to be $235 at September 30, 2024; we recorded the change in fair value in other income (expense).

In connection with the debt closing with OrbiMed on April 30, 2024, we also issued OrbiMed a warrant to purchase 130,805 shares of our common stock, with the initial exercise price of $9.5562 (the "Initial OrbiMed Warrant") per share, or approximately $1.25 million in the aggregate, assuming none of the Initial OrbiMed Warrant is exercised through a "cashless" exercise. In the three months ended September 30, 2024, the exercise price was adjusted pursuant to the terms of the Initial OrbiMed Warrant to $9.4487 per share, or approximately $1.24 million in the aggregate. The Initial OrbiMed Warrant expires on April 30, 2031 (see Notes (9) Warrants and (13) Debt for more information on the OrbiMed Credit Agreement). The Initial OrbiMed Warrant is accounted for as a liability under ASC 815, Derivatives and Hedging, Contracts in Equity's Own Equity ("ASC 815-40"), as it provides settled provision that does not meet the requirements of the indexation guidance under ASC 815-40. On August 15, 2024, at OrbiMed's request, the Initial OrbiMed warrant was split into two separate warrants ("Substitute Warrant Certificate #1" and "Substitute Warrant Certificate #2" and, together, the "OrbiMed Warrants") held by two of OrbiMed's operating entities; one for 92,801 and second for 38,004 common shares, with no change to their term conditions.

We use a Black-Scholes option pricing model to estimate the fair value of the Initial OrbiMed Warrant, as warrants give the holders the right, but not the obligation, to purchase the underlying securities at a contractual exercise price. This method utilizes certain unobservable inputs, including the determination of the expected volatility, and is therefore considered a Level 3 fair value measurement. Certain inputs used in this Black-Scholes pricing model may fluctuate in future periods based upon factors that are outside of our control, including potential change in control outside of our control. A significant change in one or more of these inputs used in the calculation of the fair value may cause a significant change to the fair value of the warrant liabilities, which could also result in material non-cash gains or losses being reported in the condensed statement of operations. The expected volatility was implied from a blend of the Company's own common shares and the average historical share volatilizes of several unrelated public companies within the Company's industry that the Company considers to be comparable to its own business. We determined the fair value of the revenue base redemption liability to be $425 at September 30, 2024 and recorded the adjustment to the change in fair value of SEPA, warrant, and revenue base redemption liabilities.

If the "Product Base Revenue", such as the net revenues for such period from sales of TriNav, on a trailing 12-month ("TTM") basis does not equal or exceed the specified amount as stipulated (see table in Note (13) Debt), we will start repaying the outstanding principal amount in equal monthly installments through Maturity date. Such repayments will commence in the calendar month immediately following the applicable Test Date per the Credit Agreement (see table in Note (13) Debt) and occur on the last day of each calendar month ("Amortization Payment Date"). The repayments are calculated from the first Amortization Payment Date through the Maturity Date and the balance principal amount of the Term Loans shall be repaid on the Maturity Date. The repayments include the applicable Repayment Premium and the Exit Fee (see Note (13) Debt ). The repayment of the Term Loans as aforementioned, is referred to as the “Revenue Base Redemption Feature.” Furthermore, if on the subsequent test date, the revenue-based condition is met, we will stop repaying the outstanding principal amount in equal installments and directly repay the balance amount on the Maturity Date.

On May 24, 2024, we commenced an offer (the “Offer”) to all holders of Public Warrants, Private Placement Warrants and Working Capital Warrants (collectively, the "Exchange Warrants") to receive 0.30 shares of common

stock of the Company in exchange for each Exchange Warrant tendered by the holder and exchanged pursuant to the Offer. The Offer expired at one minute after 11:59 p.m., Eastern Standard Time, on June 25, 2024. The Exchange Warrants tendered were comprised of 6,529,954 Public Warrants and 504,685 Private Placement Warrants. We determined the Exchange Warrants met the criteria to be equity classified at June 26, 2024, and that their fair value was $11,924. Adjusting for issuance costs of $1,699, the net fair value of the Exchange Warrants was $10,225. Accordingly, we recorded that amount as a reduction of the warrant liability and a charge to APIC.


SPAC Warrant Liabilities	Fair Value at December 31, 2023		Change in Unrealized (Gains) Losses		Issuances (Settlements)		Fair Value at September 30, 2024
Public Warrants - Level 1	$	9,855	$	2,982	$	(11,068)	$	1,769
Private Placement Warrants - Level 2	5,871		(542)		(855)		4,474

Working Capital Warrants - Level 2	1,190		(180)		—		1,010
Total	$	16,916	$	2,260	$	(11,923)	$	7,253


Level 3 Liabilities	Fair Value at December 31, 2023		Change in Unrealized (Gains) Losses		Issuances (Settlements)		Fair Value at September 30, 2024
Contingent earnout liability	$	18,632	$	(12,061)	$	—	$	6,571
SEPA derivative liability	$	185	$	51	$	—	$	235
Initial OrbiMed Warrant liability	$	—	$	(488)	$	811	$	323
Revenue base redemption liability	$	—	$	(303)	$	729	$	426

- 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.

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+ Details