Item 1.01 Entry into a Material Definitive Agreement.
On November 11, 2022, MedTech Acquisition Corporation, a Delaware corporation
(the "Company"), entered into an Agreement and Plan of Merger, as amended by
that certain First Amendment to the Agreement and Plan of Merger, dated April 4,
2023 and that certain Second Amendment to the Agreement and Plan of Merger,
dated May 13, 2023 (as amended, the "Merger Agreement"), with MTAC Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger
Sub"), and TriSalus Life Sciences, Inc., a Delaware corporation ("TriSalus"),
pursuant to which, subject to the satisfaction or waiver of certain conditions
set forth therein, Merger Sub will merge with and into TriSalus (the "Merger"),
with TriSalus surviving the Merger as a wholly owned subsidiary of the Company,
and with TriSalus' equity holders receiving shares of Company common stock, par
value $0.0001 per share (the "Common Stock" and the transactions contemplated by
the Merger Agreement and the related ancillary agreements, the "Business
Combination"). Upon consummation of the Business Combination, the Company will
be renamed "TriSalus Life Sciences, Inc."
Subscription Agreements and Certificate of Designations for Series A Convertible
Preferred Stock
On June 7, 2023, the Company and certain investors (collectively, the
"Subscribers") entered into subscription agreements (the "Subscription
Agreements"), pursuant to, and subject to the conditions of which, the
Subscribers have collectively subscribed for and agreed to purchase 1,785,502
shares of a to-be-authorized class of preferred stock, par value $0.0001 per
share that will be designated as Series A Convertible Preferred Stock (the
"Series A Convertible Preferred Stock"), at a purchase price of $10.00 per
share, resulting in an aggregate purchase price of $17,855,020. Upon issuance,
each share of Series A Convertible Preferred Stock will be initially convertible
into one share of Common Stock. The closing of the purchase and sale of the
Series A Convertible Preferred Stock (the "Closing") will occur concurrently
with the closing of the Business Combination and is subject to the conditions in
the Subscription Agreements, including the filing of the Certificate of
Designations, Preferences and Rights of Series A Convertible Preferred Stock
(the "Certificate of Designations") specifying the terms of the Series A
Convertible Preferred Stock, as described below, with the Secretary of State of
the State of Delaware. The Subscription Agreements contain customary
representations, warranties, and covenants of the Company and the Subscribers.
The Subscription Agreements provide for certain registration rights with respect
to the Common Stock issuable upon conversion of the Series A Convertible
Preferred Stock as well as any shares of Common Stock issued as payment of any
Annual Dividends (as defined below). In particular, the Company is required to
file a registration statement (the "Registration Statement") within 30 calendar
days of the date of the Closing registering the resale of the number of shares
of Common Stock issuable upon the conversion of the Series A Convertible
Preferred Stock or issuable as payments of any Annual Dividends (the "Conversion
Shares"), and the Company shall use its commercially reasonable efforts to have
the Registration Statement declared effective as soon as practicable after the
filing thereof, but in any event no later than 90 calendar days after the
Closing (the "Effectiveness Deadline"); provided that the Effectiveness Deadline
shall be extended to 120 calendar days after the Closing if the Registration
Statement is reviewed by, and comments thereto are provided from, the Securities
and Exchange Commission (the "SEC"). The Company must use commercially
reasonable efforts to keep the Registration Statement effective with respect to
each Subscriber until the earliest to occur of (i) two years from the effective
date of the Registration Statement, (ii) the date on which such Subscriber
ceases to hold any Series A Convertible Preferred Stock or Conversion Shares
issued pursuant to the Subscription Agreement and covered by the Registration
Statement and (iii) the first date on which such Subscriber can sell all of its
Conversion Shares issued pursuant to the Subscription Agreement and covered by
the Registration Statement under Rule 144 of the Securities Act of 1933, as
amended (the "Securities Act"), without limitation as to the manner of sale or
the amount of such securities that may be sold and without the requirement for
the Company to be in compliance with the current public information required
under Rule 144(c)(1) (or Rule 144(i)(2), if applicable).
Pursuant to the Certificate of Designations, the Series A Convertible Preferred
Stock will rank senior to the Common Stock with respect to dividends and
distributions on liquidation, dissolution, or winding up the affairs of the
Company. The Series A Convertible Preferred Stock will participate equally in
any dividends declared to holders of Common Stock and also carry an additional
dividend at a rate per annum of 8.0% of $10.00 per share of Series A Convertible
Preferred Stock (as adjusted upon the occurrence of certain events), which shall
accrue and accumulate on a daily basis (the "Annual Dividends"). The Annual
Dividends are payable, at the option of the Company, in cash, by issuing shares
of Common Stock, or any combination of cash and shares of Common Stock. The
holders of Series A Convertible Preferred Stock will be entitled to vote with
the holders of Common Stock on all stockholder matters with each share of Series
A Convertible Preferred Stock entitling the holder to a number of votes equal to
the quotient of (A) $10.00, divided by (B) the Minimum Price (as defined under
Nasdaq Listing Rule 5635(d)) of the Common Stock as determined at the time of
the consummation of the Business Combination. Holders of Series A Convertible
Preferred Stock will also be entitled to a separate class vote on any
modification to the Company's certificate of incorporation or the Certificate of
Designations that adversely affects the powers, preferences, or rights of the
Series A Convertible Preferred Stock.
Pursuant to the Certificate of Designations, the holders of Series A Convertible
Preferred Stock have the right to convert all or any portion of their Series A
Convertible Preferred Stock into Conversion Shares at any time. All then
outstanding Series A Convertible Preferred Stock is also automatically converted
into Conversion Shares on the four year anniversary of the Closing. The number
of shares of Common Stock received per share of Series A Convertible Preferred
Stock upon conversion equals the sum of (a) $10.00 (as adjusted upon the
occurrence of certain events) and (b) any accrued, unpaid Annual Dividends,
divided by the Conversion Price, with cash in-lieu of fractional shares. The
"Conversion Price" is initially equal to $10.00, but is subject to customary
adjustments upon the occurrence of certain events. In addition, the Conversion
Price will reset upon the eighteen (18) and forty-seven (47) month anniversaries
of the Closing to be equal to the lower of (a) the then-current Conversion
Price, and (b) the volume weighted average price of the Common Stock for the ten
(10) trading days preceding the applicable reset date (subject to a floor price
equal to the greater of (i) $2.00 or (ii) twenty percent (20%) of the lower of:
(x) the closing price (as reflected on Nasdaq.com) of the Company's Class A
Common Stock immediately preceding the signing of the Subscription Agreements;
or (y) the average closing price of the Company's Class A Common Stock for the
prior five (5) trading days immediately preceding the signing of the
Subscription Agreements). The Company will at all times reserve and set aside
for issuance 100% of the number of Conversion Shares issuable upon conversion of
all outstanding shares of Series A Convertible Preferred Stock.
Upon any subsequent conversion of the Series A Convertible Preferred Stock after
a Fundamental Transaction (as defined in the Certificate of Designations), the
Series A Convertible Preferred Stock will be converted into the number of shares
of Common Stock or common stock of the successor or acquiring corporation and
any additional consideration (the "Alternative Consideration") receivable as a
result of the Fundamental Transaction by a holder of the number of shares of
Common Stock for which the Series A Convertible Preferred Stock was convertible
immediately prior to such Fundamental Transaction. For the purposes of any such
conversion, the Conversion Price shall be adjusted to apply to such Alternative
Consideration based on the amount of Alternative Consideration issuable in
respect to one share of Common Stock in such Fundamental Transaction, and the
Company will apportion the Conversion Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of
the Alternate Consideration.
The foregoing description of the Subscription Agreements and the Certificate of
Designations is a summary only and is qualified in its entirety by the full text
of the form of Subscription Agreement, a copy of which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
Backstop Letter Agreement
Simultaneously with the execution of the Subscription Agreements, the Company
entered into a Backstop Letter Agreement with MTAC Acquisition Sponsor LLC
("Sponsor"), pursuant to which the Sponsor has agreed that, to the extent that
the Sponsor's members, or their respective affiliates, related parties or
. . .
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The Series A Convertible Preferred Stock
and the Conversion Shares to be issued in connection with the Subscription
Agreements will not be registered under the Securities Act, in reliance on the
exemption from registration provided by Section 4(a)(2) of the Securities Act
and/or Regulation D promulgated thereunder.
Changes and Additional Information in Connection with SEC Filing
In connection with the Merger Agreement and the proposed Business Combination,
the Company filed with the SEC a registration statement on Form S-4 (File No.
333-269138) (as amended, the "Registration Statement"), which includes a proxy
statement/prospectus of the Company that will be both the proxy statement to be
distributed to holders of the Common Stock in connection with its solicitation
of proxies for the vote by the Company's stockholders with respect to the
Business Combination and other matters as may be described in the Registration
Statement, as well as the prospectus relating to the offer and sale of the
securities to be issued in the Business Combination. The Registration Statement
is not yet effective. The Registration Statement, including the proxy
statement/prospectus contained therein, when it is declared effective by the
SEC, will contain important information about the Business Combination and the
other matters to be voted upon at a meeting of the Company's stockholders to be
held to approve the Business Combination and other matters (the "Special
Meeting"). The Company may also file other documents with the SEC regarding the
Business Combination. The Company's stockholders and other interested persons
are advised to read, when available, the Registration Statement, including the
proxy statement/prospectus contained therein, as well as any amendments or
supplements thereto, because they will contain important information about the
Business Combination. When available, the definitive proxy statement/prospectus
will be mailed to the Company's stockholders as of a record date to be
established for voting on the Business Combination and the other matters to be
voted upon at the Special Meeting.
Participation in Solicitation
The Company and TriSalus and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the solicitation of proxies
of the Company's stockholders in connection with the Business Combination.
Investors and security holders may obtain more detailed information regarding
the names and interests in the Business Combination of the Company's directors
and officers in the Company's filings with the SEC, including the Company's
registration statement on Form S-1, which was originally filed with the SEC on
November 30, 2020, as amended, the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2022, filed with the SEC on March 22, 2023, and
the Registration Statement. To the extent that holdings of the Company's
securities have changed from the amounts reported in the Registration Statement,
such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies from the
Company's stockholders in connection with the Business Combination are included
in the Registration Statement and will be set forth in the definitive proxy
statement/prospectus forming a part of the Registration Statement. Investors and
security holders of the Company and TriSalus are urged to carefully read in
their entirety the proxy statement/prospectus and other relevant documents that
will be filed with the SEC, when they become available, because they will
contain important information about the Business Combination.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and other documents containing important information about
the Company and TriSalus through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by the Company can be
obtained free of charge by directing a written request to MedTech Acquisition
Corporation at 48 Maple Avenue, Greenwich, CT 06830.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING THEREOF OR THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements"
within the meaning of the United States federal securities laws regarding the
Company's or TriSalus' expectations, hopes, beliefs, assumptions, intentions or
strategies regarding the future including, without limitation, statements
regarding raising additional financing in connection with the Business
Combination. These forward-looking statements generally are identified by words
such as "intend," "may," "plan," "will" and similar expressions or the negative
or other variations of such statements. These statements are predictions,
projections and other statements about future events that are based on various
assumptions, whether or not identified in this Current Report on Form 8-K and on
the current expectations of the Company's and TriSalus' respective managements
and are not predictions of actual performance and, as a result, are subject to
risks and uncertainties.
Many factors could cause actual results or developments to differ materially
from those expressed or implied by such forward-looking statements, including
but not limited to: (i) the risk that the Business Combination may not be
completed in a timely manner or at all, which may adversely affect the price of
the Company's securities; (ii) the risk that the Business Combination may not be
completed by the Company's business combination deadline and the potential
failure to obtain an extension of the business combination deadline; (iii) the
failure to satisfy the conditions to the consummation of the Business
Combination, including the approval of the Merger Agreement by the stockholders
of the Company, the satisfaction of the minimum cash amount following any
redemptions by the Company's public stockholders, and the receipt of certain
governmental and regulatory approvals; (iv) the lack of a third-party valuation
in determining whether or not to pursue the Business Combination on the terms
set forth in the Merger Agreement; (v) the failure to satisfy the conditions to
the consummation of the Subscription Agreements and the resulting impact on the
amount of capital available to the Company at the potential closing of the
Business Combination; (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement;
(vii) the receipt of an unsolicited offer from another party for an alternative
transaction that could interfere with the Business Combination; (viii) the
effect of the announcement or pendency of the Business Combination on TriSalus'
business relationships, operating results and business generally; (ix) the risk
that the Business Combination disrupts current plans and operations of TriSalus;
(x) the outcome of any legal proceedings that may be instituted against TriSalus
or the Company related to the Merger Agreement or the Business Combination; (xi)
the ability to maintain the listing of the Company's securities on the Nasdaq;
(xii) changes in business, market, financial, political and legal conditions;
(xiii) unfavorable changes in the reimbursement environment for TriSalus'
products; (xiv) the ability of the Company or the combined company to raise
additional financing in connection with the Business Combination or to finance
its operations in the future; (xv) the ability to implement business plans,
forecasts and other expectations after the completion of the Business
Combination, and identify and realize additional opportunities; (xvi) costs
related to the Business Combination; (xvii) the failure to realize the
anticipated benefits of the Business Combination or to realize estimated pro
forma results and the underlying assumptions, including with respect to
estimated stockholder redemptions; and (xviii) other risks and uncertainties
indicated from time to time in the Registration Statement, including those under
the "Risk Factors" section therein and in the Company's other filings with the
SEC. The foregoing list of factors is not exclusive.
The Company's other SEC filings identify and address other important risks and
uncertainties that could cause actual events and results to differ materially
from those expressed or implied in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and none of
the Company, TriSalus, or any of their respective representatives assume any
obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
None of the Company, TriSalus, or any of their respective representatives gives
any assurance that either the Company or TriSalus will achieve its expectations.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell, a
solicitation of an offer to buy or a recommendation to purchase any securities,
or the solicitation of any proxy, vote, consent or approval in any jurisdiction
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Subscription Agreement.
10.2 Backstop Letter Agreement, dated as of June 7, 2023, by and between
MedTech Acquisition Corporation and MedTech Acquisition Sponsor LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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