TriSalus Life Sciences Inc
For the period ended Dec 31, 2023. Filed Apr 11, 2024.
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FY2023 · Filed Apr 11, 2024
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Item 15. Exhibits, 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 “Index to Consolidated Financial Statements” under Part II. Item 8 of this Annual Report on Form 10‑K.
(2) Financial Statement Schedules:
Financial statement schedules have been omitted in this report because they are not applicable, not required under the instructions, or the information requested is set forth in the consolidated financial statements or related notes thereto.
(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 |
| 2.1# | Agreement and Plan of Merger, dated as of November 11, 2022, by and among MedTech Acquisition Corporation, MTAC Merger Sub, Inc., and TriSalus Life Sciences, Inc. | Form 8-K | 001-39813 | 2.1 | November 14, 2022 |
| 2.2 | First Amendment to Agreement and Plan of Merger, dated as of April 4, 2023, by and among MedTech Acquisition Corporation, MTAC Merger Sub, Inc., and TriSalus Life Sciences, Inc. | Form 8-K | 001-39813 | 10.1 | April 5, 2023 |
| 2.3 | Second Amendment to Agreement and Plan of Merger, dated as of May 13, 2023, by and among MedTech Acquisition Corporation, MTAC Merger Sub, Inc., and TriSalus Life Sciences, Inc. | Form 8-K | 001-39813 | 10.1 | May 13, 2023 |
| 2.4 | Third Amendment to Agreement and Plan of Merger, dated as of July 5, 2023, by and among MedTech Acquisition Corporation, MTAC Merger Sub, Inc., and TriSalus Life Sciences, Inc. | Form 8-K | 001-39813 | 10.1 | July 6, 2023 |
| 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 S-4/A | 333-251037 | June 8, 2023 | |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 3.3 | Form of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of TriSalus Life Sciences, Inc. | Form S-4/A | 333-251037 | June 8, 2023 | |
| 4.1 | Description of Capital Stock | ||||
| 4.2 | Reference is made to Exhibit 3.1 and 3.2. | ||||
| 4.3 | Form of Amended and Restated Registration Rights Agreement, by and among TriSalus Life Sciences, Inc., MedTech Acquisition Sponsor LLC, and certain former stockholders of TriSalus Life Sciences, Inc. | Form 8-K | 001-39813 | 10.1 | November 14, 2022 |
| 4.4 | 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 |
| 4.5 | Specimen Common Stock Certificate | Form 8-K | 001-39813 | 4.1 | August 16, 2023 |
| 4.6 | Specimen Warrant Certificate | Form 8-K | 001-39813 | 4.2 | August 16, 2023 |
| 10.1* | TriSalus Life Sciences, Inc. 2023 Equity Incentive Plan | Form 8-K | 001-39813 | 10.2 | August 16, 2023 |
| 10.2* | TriSalus Life Sciences, Inc. 2023 Employee Stock Purchase Plan | Form 8-K | 001-39813 | 10.2 | June 8, 2023 |
| 10.3* | Letter Agreement, dated December 17, 2020, by and among MedTech Acquisition Corporation, its officers and directors and MedTech Acquisition Sponsor LLC. | Form 8-K | 001-39813 | 10.1 | December 23, 2020 |
| 10.4* | Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan. | Form 8-K | 001-39813 | 10.15 | August 16, 2023 |
| 10.5* | 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 |
| 10.6* | 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 | 1-39813 | 10.17 | August 16, 2023 |
| 10.7* | 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 |
| 10.8* | 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 10.9* | 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 |
| 10.10* | 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 |
| 10.11* | 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 |
| 10.12* | 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 |
| 10.13* | Non-Employee Director Compensation Policy. | Form 8-K | 001-39813 | 10.26 | August 16, 2023 |
| 10 | Standby Equity Purchase Agreement, by and between TriSalus Life Sciences, Inc. and YA II PN, LTD. | Form 10-Q | 333-269138 | 10.10 | November 14, 2023 |
| 10.15## | Asset Purchase Agreement, dated as of July 31, 2020, by and between Dynavax Technologies Corporation and Surefire Medical Inc. d/b/a TriSalus Life Sciences. | Form S-4/A | 333-269138 | 10.13 | April 21, 2023 |
| 10.16*## | 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 |
| 10.17*## | Amended and Restated Employment Agreement, dated November 12, 2022, by and between TriSalus Life Sciences, Inc. and Steven C. Katz, MD. | Form S-4/A | 333-269138 | 10.15 | April 21, 2023 |
| 10.18*## | Executive Employment Agreement, dated July 9, 2022, by and between TriSalus Life Sciences, Inc. and Sean Murphy. | Form S-4/A | 333-269138 | 10.16 | April 21, 2023 |
| 10.19*## | Amended and Restated Executive Employment Agreement, dated October 11, 2022, by and between TriSalus Life Sciences, Inc. and Richard Marshak. | Form S-4/A | 333-269138 | 10.17 | April 21, 2023 |
| 10.20*## | 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 |
| 10.21*## | 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 |
| 10.22*## | Executive Employment Agreement, Dated August 28, 2023, by and between TriSalus Life Sciences, Inc. and Jodi Devlin | Form S-1/A | 333-269138 | 10.14 | October 19, 2023 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 10.23*## | 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 |
| 10.24*## | Distribution and Collaboration Agreement, dated May 7, 2019, between Hangzhou Ruizhen Therapeutics Co., Ltd. and Surefire Medical, Inc. d/b/a TriSalus Life Sciences. | Form S-4/A | 333-269138 | 10.24 | June 8, 2023 |
| 10.25*## | 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 |
| 21.1 | List of Subsidiaries. | Form S-4 | 333-269138 | 21.1 | January 6, 2023 |
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm of TriSalus. | ||||
| 24.1 | Power of Attorney (see signature page). | ||||
| 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. | ||||
| 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. | ||||
| Incorporated by Reference | |||||
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents. | ||||
| 104 | Cover Page (formatted as Inline XBRL and contained in Exhibit 101) | ||||
*Indicates management contract or compensatory plan or arrangement.
#Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request; provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so furnished.
##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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