On July 24, 2025 TriSalus Life Sciences Inc. (Nasdaq: TLSI), a company focused on improving outcomes for patients with solid tumors, reported the completion of its previously disclosed exchange offer and consent solicitation for its Preferred Stock (Press release, TriSalus Life Sciences, JUL 24, 2025, View Source [SID1234654512]).
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The offer expired one minute after 11:59 p.m. EDT on July 23, 2025. Under the terms of the offer, TriSalus provided holders of its Preferred Stock the option to exchange each preferred share for 3.3 shares of its common stock. As previously disclosed, parties representing approximately 55% of the shares of Preferred Stock have agreed to tender their shares of Preferred Stock in the Offer and to consent to the Preferred Stock Amendment in the Consent Solicitation pursuant to tender and support agreements
The company has been advised that the shares of Preferred Stock tendered represented approximately 98.82% of the outstanding shares of Preferred Stock. All validly tendered shares will be accepted, with settlement expected by August 1, 2025.
Because a sufficient percentage of preferred shareholders agreed to the offer, TriSalus received approval to amend the terms of the Preferred Stock. As a result, the remaining outstanding preferred shares will be automatically converted to common stock at a slightly lower exchange rate (11.3% less than the offered rate).
The SEC declared the company’s Registration Statement on Form S-4 (Registration No. 333-288250), originally filed with the SEC on June 23, 2025, registering the shares issuable in the offer and pursuant to the amendment to Preferred Stock was declared effective by the SEC on July 22, 2025.
TriSalus was assisted in the process by Sodali LLC (Information Agent) and Continental Stock Transfer & Trust Company (Exchange Agent).