TriSalus Life Sciences, Inc.
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 15, 2025
TLSI$2.85-11.5%Stored close · as of Nov 10, 2026
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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 audited 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 |
| 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 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 |
| 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 | 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 4.5 | Registration Rights Agreement, dated April 30, 2024, by and between TriSalus Life Sciences, Inc., and OrbiMed Royalty & Credit Opportunities IV, LP. | Form 10-Q | 001-39813 | 4.4 | May 15, 2024 |
| 4.6 | 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 |
| 4.7 | Description of Securities | Form 10-Q | 001-39813 | 4.7 | August 14, 2024 |
| 4.8 | 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 | 4.1 | October 29, 2024 |
| 4.9 | 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 | 4.1 | October 29, 2024 |
| 4.10 | Warrant Certificate, dated February 18, 2025, by and between TriSalus Life Sciences, Inc., and OrbiMed Royalty & Credit Opportunities IV, L.P. | ||||
| 4.11 | Warrant Certificate, dated February 18, 2025, by and between TriSalus Life Sciences, Inc., and OrbiMed Royalty & Credit Opportunities IV Offshore, L.P. | ||||
| 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* | 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 | 001-39813 | 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 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 |
| 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* | Amended and Restated Non-Employee Director Compensation Policy. | ||||
| 10.1 | Standby Equity Purchase Agreement, by and between TriSalus Life Sciences, Inc. and YA II PN, LTD. | Form 8-K | 001-39813 | 99.1 | 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*## | Executive Employment Agreement, by and between the Company and James Young, dated January 6, 2025. | Form 8-K | 001-39813 | 10.1 | January 4, 2025 |
| 10.18*## | Amended and Restated Executive Employment Agreement, by and between the Company and Sean Murphy, dated January 6, 2025. | Form 8-K | 001-39813 | 10.2 | January 4, 2025 |
| 10.19*## | 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 |
| 10.20*## | 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 10.22*## · Amended and Restated Executive Employment Agreement, Dated January 6, 2025, by and between TriSalus Life Sciences, Inc. and Jodi Devlin. | |||||
| 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 | 10.2 | April 21, 2023 |
| 10.24*## | Office/Warehouse Lease, dated February 4, 2014 between Colorado Industrial Portfolio LLC and Surefire Medical, Inc., as amended. | Form S-4/A | 333-269138 | 10.3 | July 6, 2023 |
| 10.25## | 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 |
| 10.26## | 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. | ||||
| 10.27## | Second Amendment to Lease of Space dated July 17, 2024, by and between TriSalus Life Sciences, Inc. and BPAZ Holdings 14, LLC. | Form 10-Q | 001-39813 | 10.2 | August 14, 2024 |
| 10.28# | Form of Dealer Manager and Solicitation Agent Agreement. | Form S-4 | 333-279691 | 10.28 | May 24, 2024 |
| 10.29 | Form of Tender and Support Agreement, by and between the Company and Supporting Stockholders. | Form S-4 | 333-279691 | 10.29 | May 24, 2024 |
| 10.30* | Amendment No. 1 to Amended and Restated Executive Employment Agreement, dated January 24, 2024, by and between TriSalus Life Sciences, Inc. and Richard Marshak. | ||||
| 10.31* | Amendment No. 2 to Amended and Restated Executive Employment Agreement, dated January 6, 2025, by and between TriSalus Life Sciences, Inc. and Richard Marshak. | ||||
| 19.1 | TriSalus Life Sciences, Inc. Insider Trading Policy | ||||
| 21.1 | List of Subsidiaries | ||||
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 23.1 · Consent of Grant Thornton LLP, independent registered public accounting firm of TriSalus. | |||||
| 23.2 · 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. | 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. | ||||
| Incorporated by Reference | |||||
| Exhibit | Description | Schedule/Form | File Number | Exhibits | Filing Date |
| 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.
- Certain of the exhibit 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.
^ 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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