Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on November 11, 2022, MedTech Acquisition Corporation, a
Delaware corporation ("MedTech" or the "Company") entered into an Agreement and
Plan of Merger (the "Merger Agreement") with MTAC Merger Sub, Inc., a Delaware
corporation and direct wholly owned subsidiary of MedTech ("Merger Sub"), and
TriSalus Life Sciences, Inc., a Delaware corporation ("TriSalus"), pursuant to
which subject to the satisfaction or waiver of certain conditions set forth
therein, Merger Sub will merge with and into TriSalus (the "Merger"), with
TriSalus surviving the Merger as a wholly owned subsidiary of MedTech (the
transactions contemplated by the Merger Agreement and related ancillary
agreements, the "Business Combination"). Upon consummation of the Business
Combination, MedTech will be renamed "TriSalus Life Sciences, Inc."
On December 16, 2022, the Company issued a promissory note (the "Extension
Note") in the aggregate principal amount of up to $468,821.28 to the Company's
sponsor, MedTech Acquisition Sponsor LLC (the "Sponsor") pursuant to which the
Sponsor agreed to loan to the Company up to $468,821.28 (the "Extension Funds")
to deposit into the Company's trust account (the "Trust Account") for the shares
of Class A common stock of the Company (the "Public Shares") that were not
redeemed in connection with the extension of the Company's termination date from
December 22, 2022 to June 22, 2023 or such earlier date as determined by the
board of directors of the Company (the "Board"). The Extension Note bears no
interest and is repayable in full upon the date of the consummation of an
initial business combination.
The Company will deposit $0.04 per share into the Trust Account for each month
(commencing on December 23, 2022 and ending on the 22nd day of each subsequent
month), or portion thereof, that is needed by the Company to complete an initial
business combination until June 22, 2023 or such earlier date as determined by
the Board (the "Extension").
Pursuant to the Merger Agreement, TriSalus has agreed to pay, as a transactional
expense and not as a loan, for 50% of the costs incurred by the Company in
connection with the preparation and filing of applicable proxy materials and the
holding of the Meeting (as defined below) (TriSalus's portion of such fees, the
"TriSalus Extension Fees"), in addition to 50% of the amounts deposited into the
Trust Account in connection with the Extension, with the remainder to be funded
by the Sponsor and/or its designee in the form of a loan to the Company;
provided that TriSalus's obligation to pay the TriSalus Extension Fees and its
portion of the deposits for the Extension will terminate immediately at the
earliest to occur of (i) the closing date of the Business Combination and
(ii) the valid termination of the Merger Agreement. Upon such termination, the
Company will have no obligation to repay the TriSalus Extension Fees or any
portion of the Extension Funds paid by TriSalus.
In addition, on December 16, 2022, the Company issued an unsecured promissory
note in the principal amount of up to $1,000,000 (the "Working Capital Note") to
the Sponsor for working capital purposes, , which may be drawn down from time to
time upon request by the Company. The Working Capital Note does not bear
interest and the principal amount will not be payable if the Company fails to
complete its initial business combination within the required time period as set
forth in its amendment and restated certificate of incorporation, as amended
from time to time.
The issuances of the Extension Note and the Working Capital Note were made
pursuant to the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended.
The foregoing description of the Extension Note and the Working Capital Note
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Extension Note and the Working Capital Note, respectively,
copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1
and 10.2, respectively and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 12, 2022, the Company held a special meeting in lieu of the 2022
annual meeting of stockholders (the "Meeting"). At the Meeting, the Company's
stockholders approved an amendment to the Company's Amended and Restated
Certificate of Incorporation (the "Extension Amendment") to extend the date by
which the Company must consummate its initial business combination from
December 22, 2022 to June 22, 2023 (or such earlier date as determined by the
Board). The Company filed the Extension Amendment with the Secretary of State of
the State of Delaware on December 12, 2022.
The foregoing description of the Extension Amendment does not purport to be
complete and is qualified in its entirety by reference to the Extension
Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated
by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Meeting, an aggregate of 23,938,513 shares of the Company's common stock,
which represents a quorum of the outstanding shares of common stock entitled to
vote as of the record date of October 24, 2022, were represented in person or by
proxy at the Meeting.
At the Meeting, the Company's stockholders voted on the following proposals,
each of which was approved:
(1) The Extension Amendment Proposal - a proposal to amend the Company's amended
and restated certificate of incorporation to extend the date by which the
Company has to consummate a business combination from December 22, 2022 to
June 22, 2023 (or such earlier date as determined by the Board). The following
is a tabulation of the votes with respect to this proposal, which was approved
by the Company's stockholders:
FOR AGAINST ABSTAIN
20,943,728 2,962,183 32,602
(2) The Director Election Proposal - to re-elect each of Karim Karti, Martin
Roche, MD, Thierry Thaure and Manuel Aguero as Class I directors of the Board,
to serve until the 2024 annual meeting of the Company or until their successors
are appointed and qualified. The following is a tabulation of the votes with
respect to the election of directors, each of whom was elected by the Company's
stockholders:
Name FOR ABSTAIN
Karim Karti 19,508,998 4,429,515
Martin Roche, MD 20,704,879 3,233,634
Thierry Thaure 20,704,623 3,233,890
Manuel Aguero 20,704,875 3,233,638
In connection with the Meeting, stockholders holding 23,046,578 Public Shares
exercised their right to redeem their shares for a pro rata portion of the funds
in the Trust Account. As a result, approximately $232.37 million (approximately
$10.08 per Public Share) will be removed from the Trust Account to pay such
holders and approximately $19.70 million will remain in the Trust Account.
Following redemptions, the Company has 1,953,422 Public Shares outstanding, and
the Company will deposit $78,136.88 into the Trust Account of which 50% will be
drawn down under the Extension Note and 50% will be funded by TriSalus.
Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements"
within the meaning of the United States federal securities laws. These
forward-looking statements generally are identified by words such as
"anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"strive," "would," "will" and similar expressions or the negative or other
variations of such statements. These statements are predictions, projections and
other statements about future events that are based on various assumptions,
whether or not identified in this Current Report on Form 8-K and on the current
expectations of MedTech's and TriSalus' respective managements and are not
predictions of actual performance and, as a result, are subject to risks and
uncertainties.
Many factors could cause actual results or developments to differ materially
from those expressed or implied by such forward-looking statements, including
but not limited to: (i) the risk that the Business Combination may not be
completed in a timely manner or at all, which may adversely affect the price of
MedTech's securities; (ii) the risk that the Business Combination may not be
completed by MedTech's business combination deadline and the potential failure
to obtain an extension of the business combination deadline; (iii) the failure
to satisfy the conditions to the consummation of the Business Combination,
including the approval of the Merger Agreement by the stockholders of MedTech,
the satisfaction of the minimum cash amount following any redemptions by
MedTech's public stockholders, and the receipt of certain governmental and
regulatory approvals, including reimbursement approval; (iv) the lack of a
third-party valuation in determining whether or not to pursue the Business
Combination; (v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement; (vi) the receipt of
an unsolicited offer from another party for an alternative transaction that
could interfere with the Business Combination, (vii) the effect of the
announcement or pendency of the Business Combination on TriSalus's business
relationships, operating results and business generally; (viii) risks that the
Business Combination disrupts current plans and operations of TriSalus; (ix) the
outcome of any legal proceedings that may be instituted against TriSalus or
MedTech related to the Merger Agreement or the Business Combination; (x) the
ability to maintain the listing of MedTech's securities on the Nasdaq;
(xi) changes in business, market, financial, political and legal conditions;
(xii) unfavorable changes in the reimbursement environment for TriSalus's
products; (xiii) TriSalus's product candidates not achieving success in
preclinical or clinical trials or not being able to obtain regulatory approval,
either on a timely basis or at all or subject to any conditions that negatively
impact TriSalus's ability to commercialize the applicable product candidates;
(xiv) TriSalus being unable to continue to grow TriNav sales; (xv) the size of
the addressable markets for TriNav and TriSalus's product candidates, if
successfully developed and approved by the applicable regulatory authorities,
being less than TriSalus estimates; (xvi) TriSalus's ability to successfully
commercialize any product candidates that it successfully develops and that are
approved by applicable regulatory authorities; (xvii) TriSalus's ability to
continue to fund preclinical and clinical trials for its product candidates;
(xviii) TriSalus's ability to partner with other companies; (xix) future
economic and market conditions; (xx) the development, effects and enforcement of
laws and regulations affecting TriSalus's business or industry; (xxi) TriSalus's
ability to manage future growth; (xxii) TriSalus's ability to maintain and grow
its market share; (xxiii) the effects of competition on TriSalus's business;
(xxiv) the ability of MedTech or the combined company to raise additional
financing in connection with the Business Combination or to finance its
operations in the future; (xxv) the ability to implement business plans,
forecasts and other expectations after the completion of the Business
Combination, and identify and realize additional opportunities; (xxvi) costs
related to the Business Combination; and (xxvii) the failure to realize the
anticipated benefits of the Business Combination or to realize estimated pro
forma results and the underlying assumptions, including with respect to
estimated stockholder redemptions. The foregoing list of factors is not
exclusive.
You should carefully consider the foregoing factors and other risks and
uncertainties described in the "Risk Factors" section of MedTech's Annual Report
on Form 10-K for the fiscal year ended December 31, 2021, filed with the
Securities and Exchange Commission (the "SEC") on March 2, 2022 (the "2021
Form 10-K"), MedTech's definitive proxy statement dated November 4, 2022 related
to the Meeting, as amended and supplemented by the Amendment No. 1 to the
definitive proxy statement dated November 28, 2022 (the "Proxy Statement"), the
preliminary proxy statement/prospectus on Form S-4 relating to the Business
Combination, which is expected to be filed by MedTech with the SEC and other
documents filed by MedTech from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those expressed or implied
in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and none of MedTech, TriSalus, or any of their
respective representatives assume any obligation and do not intend to update or
revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. None of MedTech, TriSalus, or any of their
respective representatives gives any assurance that either MedTech or TriSalus
will achieve its expectations.
Changes and Additional Information in Connection with SEC Filing
MedTech intends to file a registration statement on Form S-4 (the "Registration
Statement") that will include a proxy statement/prospectus of MedTech, that will
be both the proxy statement to be distributed to holders of MedTech's common
stock in connection with its solicitation of proxies for the vote by MedTech's
stockholders with respect to the Business Combination and other matters as may
be described in the Registration Statement, as well as the prospectus relating
to the offer and sale of the securities to be issued in the Business
Combination. The Registration Statement is not yet effective. The Registration
Statement, including the proxy statement/prospectus contained therein, when it
is declared effective by the SEC, will contain important information about the
Business Combination and the other matters to be voted upon at a meeting of
MedTech's stockholders to be held to approve the Business Combination and other
matters (the "Combination Meeting"). MedTech may also file other documents with
the SEC regarding the Business Combination. MedTech stockholders and other
interested persons are advised to read, when available, the Registration
Statement, including the proxy statement/prospectus contained therein, as well
as any amendments or supplements thereto, because they will contain important
information about the Business Combination. When available, the definitive proxy
statement /prospectus will be mailed to MedTech stockholders as of a record date
to be established for voting on the Business Combination and the other matters
to be voted upon at the Combination Meeting.
Participation in Solicitation
MedTech and TriSalus and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the solicitation of proxies
of MedTech's stockholders in connection with the Business Combination. Investors
and security holders may obtain more detailed information regarding the names
and interests in the Business Combination of MedTech's directors and officers in
MedTech's filings with the SEC, including MedTech's registration statement on
Form S-1, which was originally filed with the SEC on November 30, 2020, as
amended, the Proxy Statement, and MedTech's 2021 Form 10-K. To the extent that
holdings of MedTech's securities have changed from the amounts reported in
MedTech's 2021 Form 10-K, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. Information
regarding the persons who may, under SEC rules, be deemed participants in the
solicitation of proxies from MedTech's stockholders in connection with the
Business Combination will be set forth in the proxy statement/prospectus forming
a part of the Registration Statement. Investors and security holders of MedTech
and TriSalus are urged to carefully read in their entirety the proxy
statement/prospectus and other relevant documents that will be filed with the
SEC, when they become available, because they will contain important information
about the Business Combination.
Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and other documents containing important information about
MedTech and TriSalus through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed with the SEC by MedTech can be obtained free of
charge by directing a written request to MedTech Acquisition Corporation at 48
Maple Avenue, Greenwich, CT 06830.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING THEREOF OR THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell, a
solicitation of an offer to buy or a recommendation to purchase any securities,
or the solicitation of any proxy, vote, consent or approval in any jurisdiction
in connection with the Business Combination, nor shall there be any offer,
solicitation or sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such jurisdictions. This Current
Report on Form 8-K is restricted by law; it is not intended for distribution to,
or use by any person in, any jurisdiction where such distribution or use would
be contrary to local law or regulation. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits
3.1 Amendment to Amended and Restated Certificate of Incorporation.
10.1 Promissory Note issued to MedTech Acquisition Sponsor LLC, dated
December 16, 2022.
10.2 Promissory Note issued to MedTech Acquisition Sponsor LLC, dated
December 16, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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