On June 23, 2025 TriSalus Life Sciences Inc. (Nasdaq: TLSI), a company working to improve outcomes for patients with solid tumors by combining innovative drug delivery, current on-market therapeutics and immunotherapy ("TriSalus" or the "Company"), reported that it has commenced an exchange offer and consent solicitation involving its Series A Convertible Preferred Stock (the "Preferred Stock") identified in the Prospectus/Offer to Exchange (as defined below) (Press release, TriSalus Life Sciences, JUN 23, 2025, View Source [SID1234654077]).

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TriSalus is committed to simplifying its capital structure and reducing the potential impact of dilution from its Preferred Stock. By exchanging outstanding shares of Preferred Stock for common stock, the Company eliminates complex capital layers and potential preferential claims, providing investors with a clearer view of the Company’s equity value and improving transparency around ownership.

What’s Being Offered

TriSalus is offering all holders of outstanding shares of Preferred Stock the chance to exchange their shares for common stock. Each share of Preferred Stock can be exchanged for common stock based on the total value it would accrue (including dividends through August 10, 2027), divided by $4.00 per share.

In total, TriSalus is offering up to 11,860,206 shares of common stock to complete the exchange.

Consent Solicitation: Proposed Change to Preferred Stock Terms

Along with the exchange offer, TriSalus is asking preferred shareholders to approve an amendment to the Certificate of Designations of the Preferred Stock. If approved, this amendment would allow the Company to automatically convert all remaining Preferred Stock into common stock after the offer closes, based on a slightly lower exchange ratio (11.3% less than the current offer).

Investors holding approximately 55% of the outstanding Preferred Stock have previously agreed to exchange their shares and approve the proposed changes pursuant to tender and support agreements. If the remaining conditions outlined in the Company’s Prospectus/Offer to Exchange are met, these changes will go into effect.

Key Dates and Information

Deadline to Participate: The offer expires at 12:01 a.m. Eastern Time on July 23, 2025, unless extended.
Preferred Stock holders can withdraw their tendered shares any time before the deadline.
Offer Details

The offer is described in full in the Prospectus/Offer to Exchange and Schedule TO, both filed with the U.S. Securities and Exchange Commission (SEC) on June 23, 2025.

Common Stock Symbol: TLSI (traded on the Nasdaq Global Market);
Preferred Stock: Not publicly traded; 3,594,002 shares outstanding as of June 13, 2025;
Morrow Sodali LLC has been appointed as the Information Agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company has been appointed as the Exchange Agent. Requests for documents should be directed to Morrow Sodali LLC at (800) 662-5200 (for individuals) or (203) 658-9400 (for banks and brokers) or via the following email address: [email protected].