Trisalus Life Sciences Inc. executed the letter of intent to acquire MedTech Acquisition Corporation (NasdaqCM:MTAC) from Medtech Acquisition Sponsor LLC, Magnetar Financial LLC and others in August 2022. Trisalus Life Sciences Inc. entered into a definitive merger agreement to acquire MedTech Acquisition Corporation from Medtech Acquisition Sponsor LLC, Magnetar Financial LLC and others for $220 million in a reverse merger transaction on November 11, 2022. The aggregate consideration payable to the stockholders of TriSalus at the closing of the Business Combination is $220 million, payable solely in shares of MTAC common stock, par value $0.0001 per share, valued at $10.00 per share. The total shares of Combined Company Common Stock to be issued to holders of TriSalus Common Stock will be 22,000,000. In connection with the entry into the Merger Agreement, on November 11, 2022, MTAC, TriSalus and Magnetar Capital LLC entered into a non-binding term sheet providing for the sale and issuance of up to $50 million of 8.0% senior secured convertible notes (the ? Convertible Notes ?) by MTAC concurrent with the closing of the Business Combination. Upon the closing of the transaction, the combined company will be a publicly traded company and its common stock is expected to be listed on the NASDAQ Stock Exchange under the ticker ?TLSI?. Upon consummation of the Business Combination, MTAC will be renamed ?TriSalus Life Sciences, Inc.? The transaction represents a post-transaction market capitalization of approximately $244.4 million for TriSalus upon closing. The board of the combined company post-close would be comprised of nine members, of which seven are selected by TriSalus and two from MedTech. The leadership team will be the existing TriSalus team led by Mary Szela.

The transaction is subject to the satisfaction of the necessary regulatory approvals, the Nasdaq Stock Market approves for listing the Common Stock to be issued in connection with the Business Combination, MTAC has $5,000,001 or more in net tangible assets at the Closing, all applicable waiting periods under the HSR Act shall have expired or been terminated, the Registration Statement shall have been declared effective and customary closing conditions, including the approval of MedTech?s and TriSalus shareholders. The pending merger has been unanimously approved by the Boards of Directors of both TriSalus and MedTech. As on December 7, 2022, MTAC adjourned special meetings of stockholders from December 7, 2022 to December 12, 2022. MTAC intends to file a registration statement on Form S-4 that will include a proxy statement/prospectus of MTAC, that will be both the proxy statement to be distributed to holders of MTAC?s common stock in connection with its solicitation of proxies for the vote by MTAC?s stockholders with respect to the Business Combination. On July 18, 2023, the Registration Statement was declared effective by the SEC. The special meeting of stockholders of MedTech will be held on June 12, 2023, under which stockholder are to consider and vote upon Extension Amendment Proposal which proposes to extend the date by which MTAC has to consummate the business combination to September 30, 2023 in order to provide MTAC more time to consummate the TriSalus Business Combination. As per filling on August 9, 2023, MedTech Acquisition stockholders approved the business combination agreement. The deal is expected to close in the first quarter of 2023. As of February 16, 2023, transaction is expected to occur in the second quarter of 2023. As per filling on August 2, 2023, the transaction is expected to close until September 22, 2023. At the completion of the transaction, the company expects to have at least $60 million in cash, assuming significant redemptions.

Rama Padmanabhan and Matt Browne of Cooley LLP is acting as legal counsel to TriSalus. Raymond James is acting as exclusive financial advisor to MedTech and as the sole placement agent on the convertible offering, and Paul Hastings LLP is serving as legal counsel to the placement agent. Kevin Shuler of Foley & Lardner LLP is acting as legal counsel to MedTech. Continental Stock Transfer & Trust Company acted as transfer agent to MedTech. Morrow & Co., LLC acted as proxy solicitor to MedTech. Ernst & Young LLP acted as accountant and due diligence provider to MedTech. Raymond James & Associates, Inc. and Foley & Lardner LLP acted as due diligence provider to MedTech. MTAC has agreed to pay Morrow Sodali LLC a fee of $25,000. In consideration for its services as MTAC?s investment banking advisor and its services as placement agent, Raymond James will be entitled to receive an aggregate of up to $4.5 million of fees from MTAC.

Trisalus Life Sciences Inc. completed the acquisition of MedTech Acquisition Corporation (NasdaqCM:MTAC) from Medtech Acquisition Sponsor LLC, Magnetar Financial LLC and others on August 10, 2023. TriSalus? common stock expected to begin trading on the Nasdaq under symbol "TLSI" on August 11, 2023.