TriSalus Life Sciences, Inc.
For the period ended Dec 31, 2025. Filed Mar 5, 2026.
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FY2025 · Filed Mar 5, 2026
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Item 15. Exhibits, Financial Statement Schedules
Item 15. Exhibit and Financial Statement Schedules
(a) The following documents are filed as part of this Form 10-K:
(1)Financial Statements:
Our Consolidated Financial Statements are listed in the “Financial Statements and Supplementary Data” under Part II. Item 8 of this Annual Report on Form 10‑K.
(2)Financial Statement Schedules:
None.
(3)Exhibits
The exhibits filed as part of the Annual Report on Form 10-K are listed in Item 15(b).
(b) Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 3.1 | Second Amended and Restated Certificate of Incorporation of TriSalus Life Sciences, Inc. | Form 8-K | 001-39813 | 3.1 | August 16, 2023 |
| 3.2 | Amended and Restated Bylaws of TriSalus Life Sciences, Inc. | Form 8-K | 001-39813 | 3.2 | August 16, 2023 |
| 3.3 | Form of Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of TriSalus Life Sciences, Inc. | Form 8-K | 001-39813 | 3.3 | August 16, 2023 |
| 3.4 | Certificate of Amendment to Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of TriSalus Life Sciences, Inc. | Form 8-K | 001-39813 | 3.1 | July 24, 2025 |
| 4.1 | Specimen Common Stock Certificate | Form 8-K | 001-39813 | 4.1 | August 16, 2023 |
| 4.2 | Specimen Warrant Certificate | Form 8-K | 001-39813 | 4.2 | August 16, 2023 |
| 4.3 | Warrant Agreement, dated December 17, 2020, by and between MTAC and Continental Stock Transfer & Trust Company. | Form 8-K | 001-39813 | 4.1 | December 23, 2020 |
| 4.4 | Amendment No. 1 to Warrant Agreement, dated June 26, 2024, by and between the Company and Continental Stock Transfer & Trust Company. | Form 8-K | 001-39813 | 10.1 | June 27, 2024 |
| 4.5 | Description of Securities | ||||
| 4.6 | Substitute Warrant Certificate, dated August 15, 2024, by and between TriSalus Life Sciences, Inc, and OrbiMed Royalty & Credit Opportunities IV, LP. | Form S-3 | 001-39813 | 4.10 | October 29, 2024 |
| 4.7 | Substitute Warrant Certificate, dated August 15, 2024, by and between TriSalus Life Sciences, Inc, and OrbiMed Royalty & Credit Opportunities IV Offshore, LP. | Form S-3 | 001-39813 | 4.11 | October 29, 2024 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 4.8 | Warrant Certificate, dated February 18, 2025, by and between TriSalus Life Sciences, Inc., and OrbiMed Royalty & Credit Opportunities IV, L.P. | Form 10-K | 001-39813 | 4.10 | April 15, 2025 |
| 4.9 | Warrant Certificate, dated February 18, 2025, by and between TriSalus Life Sciences, Inc., and OrbiMed Royalty & Credit Opportunities IV Offshore, L.P. | Form 10-K | 001-39813 | 4.11 | April 15, 2025 |
| 10.1* | TriSalus Life Sciences, Inc. 2023 Equity Incentive Plan | Form 8-K | 001-39813 | 10.21 | August 16, 2023 |
| 10.2* | TriSalus Life Sciences, Inc. 2023 Employee Stock Purchase Plan | Form 8-K | 001-39813 | 10.24 | August 16, 2023 |
| 10.3* | Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan. | Form 8-K | 001-39813 | 10.15 | August 16, 2023 |
| 10.4* | Form of Stock Option Grant Notice and Form of Stock Option Agreement under Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan (Pre-2020). | Form 8-K | 001-39813 | 10.16 | August 16, 2023 |
| 10.5* | Form of Early Exercise Stock Option Grant Notice and Form of Stock Option Agreement under Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan (for grants prior to 2020). | Form 8-K | 001-39813 | 10.17 | August 16, 2023 |
| 10.6* | Form of Stock Option Grant Notice and Form of Stock Option Agreement under Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan (for grants after 2020). | Form 8-K | 001-39813 | 10.18 | August 16, 2023 |
| 10.7* | Form of Early Exercise Stock Option Grant Notice and Form of Stock Option Agreement under Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan (for grants after 2020). | Form 8-K | 001-39813 | 10.19 | August 16, 2023 |
| 10.8* | Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan. | Form 8-K | 001-39813 | 10.20 | August 16, 2023 |
| 10.9* | Form of Stock Option Grant Notice and Form of Stock Option Agreement under 2023 Equity Incentive Plan. | Form 8-K | 001-39813 | 10.22 | August 16, 2023 |
| 10.10* | Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under 2023 Equity Incentive Plan. | Form 8-K | 001-39813 | 10.23 | August 16, 2023 |
| 10.11* | Form of Indemnification Agreement by and between the Company and its directors and executive officers. | Form 8-K | 001-39813 | 10.25 | August 16, 2023 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 10.12*## | Amended and Restated Employment Agreement, dated November 11, 2022, by and between TriSalus Life Sciences, Inc. and Mary Szela. | Form S-4/A | 333-269138 | 10.14 | April 21, 2023 |
| 10.13*## | Amended and Restated Executive Employment Agreement, dated March 2, 2023, by and between TriSalus Life Sciences, Inc. and Richard Marshak. | Form S-4/A | 333-269138 | 10.17 | April 21, 2023 |
| 10.14*## | Executive Employment Agreement, dated November 11, 2022, by and between TriSalus Life Sciences, Inc. and Jennifer L. Stevens. | Form S-4/A | 333-269138 | 10.18 | April 21, 2023 |
| 10.15*## | Executive Employment Agreement, dated November 4, 2022, by and between TriSalus Life Sciences, Inc. and Bryan F. Cox, Ph.D. | Form S-4/A | 333-269138 | 10.19 | April 21, 2023 |
| 10.16*## | Amended and Restated Executive Employment Agreement, Dated January 6, 2025, by and between TriSalus Life Sciences, Inc. and Jodi Devlin. | Form 10-K | 001-39813 | 10.22 | April 15, 2025 |
| 10.17*## | Strategic Collaboration Agreement, dated March 2, 2021, by and between Surefire Medical Inc. d/b/a TriSalus Life Sciences and The University of Texas M.D. Anderson Cancer Center. | Form S-4/A | 333-269138 | 10.20 | April 21, 2023 |
| 10.18*## | Office/Warehouse Lease, dated February 4, 2014 between Colorado Industrial Portfolio LLC and Surefire Medical, Inc., as amended. | Form S-4/A | 333-269138 | 10.25 | July 6, 2023 |
| 10.19## | Credit Agreement, dated April 30, 2024, by and between TriSalus Operating Life Sciences, Inc., TriSalus Life Sciences, Inc., and OrbiMed Royalty & Credit Opportunities IV, LP. | Form 10-Q | 001-39813 | 10.1 | May 15, 2024 |
| 10.20## | First Amendment to Credit Agreement and Registration Rights Agreement by and between TriSalus Operating Life Sciences, Inc., TriSalus Life Sciences, Inc., OrbiMed Royalty & Credit Opportunities IV, LP., and OrbiMed Royalty & Credit Opportunities IV Offshore, LP. | Form 10-K | 001-39813 | 10.26 | April 15, 2025 |
| 10.21* | Amendment No. 1 to Amended and Restated Executive Employment Agreement, dated January 24, 2024, by and between TriSalus Life Sciences, Inc. and Richard Marshak. | Form 10-K | 001-39813 | 10.30 | April 15, 2025 |
| 10.22* | Amendment No. 2 to Amended and Restated Executive Employment Agreement, dated January 6, 2025, by and between TriSalus Life Sciences, Inc. and Richard Marshak. | Form 10-K | 001-39813 | 10.31 | April 15, 2025 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 10.23 | Second Amendment to Credit Agreement by and between TriSalus Operating Life Sciences, Inc., TriSalus Life Sciences, Inc. and OrbiMed Royalty & Credit Opportunities IV, LP | Form 10-Q | 001-39813 | 10.1 | May 15, 2025 |
| 10.24## | Amendment No. 1 to Strategic Collaboration Agreement, dated March 2, 2021, by and between Surefire Medical Inc. d/b/a TriSalus Life Sciences and the University of Texas M.D. Anderson Cancer Center | 10-Q | 001-39813 | 10.2 | May 15, 2025 |
| 10.25 | Securities Purchase Agreement dated April 30, 2025, by and among TriSalus Life Sciences, Inc. and the persons party thereto | 8-K | 001-39813 | 10.1 | April 30, 2025 |
| 10.26 | Form of Registration Rights Agreement | 8-K | 001-39813 | 10.2 | April 30, 2025 |
| 10.27 | Tender and Support Agreement, dated April 30, 2025, by and among TriSalus Life Sciences, Inc. and the persons party thereto | 8-K | 001-39813 | 10.3 | April 30, 2025 |
| 10.28* | Executive Employment Agreement by and between the Company and David Patience, dated May 27, 2025 | Form 10-Q | 001-39813 | 10.1 | August 12, 2025 |
| 10.29* | Sign-on Bonus Agreement by and between the Company and David Patience, dated May 27, 2025 | Form 10-Q | 001-39813 | 10.2 | August 12, 2025 |
| 10.30* | Consulting Agreement, by and between the Company and David Patience, dated June 2, 2025 | Form 10-Q | 001-39813 | 10.3 | August 12, 2025 |
| 19.1 | TriSalus Life Sciences, Inc. Insider Trading Policy | Form 10-K | 001-39813 | 19.1 | April 15, 2025 |
| 23.1 | Consent of Grant Thornton LLP, independent registered public accounting firm of TriSalus. | ||||
| 24.1 | Power of Attorney (see signature page). | ||||
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 31.1 · Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||
| 31.2 · Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.1@ · Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 32.2@ · Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 97.1 | TriSalus Life Sciences, Inc. Incentive Compensation Recoupment Policy. | Form 10-K | 001-39813 | 97.1 | April 11, 2024 |
| 101.INS | Inline XBRL Instance Document – the instance documents does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents. | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104 | Cover Page (formatted as Inline XBRL and contained in Exhibit 101) | ||||
*Indicates management contract or compensatory plan or arrangement.
##Certain portions of this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because they are not material and are the type of information that the Registrant treats as private or confidential. The Registrant agrees to furnish supplementally an unredacted copy of the Exhibit, or any section thereof, to the SEC upon request.
@The certifications attached as Exhibits 32.1 and 32.2 are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Form 10-K), irrespective of any general incorporation language contained in such filing.
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