TriSalus Life Sciences to sell 5.5M shares at $4.00 in private placement

TriSalus Life Sciences (TLSI) announced that it has entered into a securities purchase agreement with certain investors for shares of its common stock to raise approximately $22M in gross proceeds. Additionally, as further described below, the company committed to commence an exchange offer with respect to its outstanding Series A Convertible Preferred Stock, which is intended to simplify the Company’s capital structure. The private placement is being led by Nantahala Capital and includes investments by Broadfin Holdings and additional healthcare-focused institutional investors. Canaccord Genuity is acting as the sole placement agent for the private placement. The Company will issue an aggregate of 5.5M shares of its common stock at a purchase price of $4.00 per share. The private placement is expected to close on or about May 2, subject to satisfaction of customary closing conditions. The company intends to use the net proceeds from the private placement for working capital and general corporate purposes. In connection with the private placement, TriSalus has entered into a tender and support agreement with certain holders representing approximately 55% of outstanding shares of preferred stock. The Company has agreed to: launch a registered exchange offer pursuant to a registration statement on Form S-4 to be filed with the SEC to offer all preferred holders the opportunity to exchange their shares of preferred stock into a number of shares of common stock calculated based on a fixed value of $10.00 per share of preferred stock plus accrued dividends that would have accrued through August 10, 2027, divided by $4.00 per share; and convene a special meeting of stockholders to, among other things, vote on an amendment to the certificate of designations for the preferred stock that would allow TriSalus to call and convert outstanding shares of preferred stock under specific terms and eliminate the conversion price reset provision currently scheduled for July 2027. The company expects to launch the exchange offer by the end of the second quarter of 2025 and to hold the special meeting in the third quarter of 2025.