TriSalus Life Sciences Inc

As filed with the U.S. Securities and Exchange Commission on June 14, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

6272 W. 91st** Ave.**

Westminster, Colorado 80031

(888) 321 - 5212

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mary Szela

Chief Executive Officer

6272 W. 91st** Ave.**

Westminster, Colorado 80031

(888) 321 - 5212

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Matt Browne Carlos RamirezCooley LLP10265 Science Center Dr San Diego, California 92121 (858) 550-6000

Approximate date of commencement of proposed sale to the public:

From time to time on or after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling security holder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated June 14, 2024

PRELIMINARY PROSPECTUS

130,805 Shares of Common Stock Issuable Upon Exercise of Warrant

This prospectus relates to the offer and sale, from time to time, by the selling securityholder identified in this prospectus (the “Selling Securityholder”), or its permitted transferees, of up to 130,805 shares of our common stock, $0.0001 par value per share (“Common Stock”), issuable upon exercise of the warrant (the “Initial OrbiMed Warrant”) granted to OrbiMed Royalty & Credit Opportunities IV, LP (“OrbiMed”) in connection with the credit agreement dated April 30, 2024, entered into by and among TriSalus Life Sciences, Inc. (the “Company,” “TriSalus,” “we,” “us”), TriSalus Operating Life Sciences, Inc., OrbiMed, as the initial lender and administrative agent, and each other lender that may from time to time become a party thereto (the “Credit Agreement”). See the section of this prospectus titled “Selling Securityholder” for additional information regarding the Selling Securityholder.

We are not selling any shares of our Common Stock under this prospectus, and we will not receive any of the proceeds from the sale of shares of our Common Stock by the Selling Securityholder. We will bear all costs, expenses and fees in connection with the registration of the Common Stock. The Selling Securityholder will bear all commissions and discounts, if any, attributable to its respective sales of Common Stock. We are registering these shares of our Common Stock for sale by the Selling Securityholder to satisfy certain registration rights that we have granted to the Selling Securityholder. See the section of this prospectus titled “Selling Securityholder” for more information.

The Selling Securityholder may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. See the sections of this prospectus titled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

Our Common Stock is listed on the Nasdaq Global Market under the ticker symbol “TLSI”. On June 11, 2024, the last reported sales price of our Common Stock was $5.96 per share.

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company. We are incorporated in Delaware.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page5** of this prospectus, and under similar headings in any amendments or supplements to this prospectus.**

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated , 2024