TriSalus Life Sciences(TLSI) - 2025 Q1 - Quarterly Results

Securities Purchase Agreement This Securities Purchase Agreement outlines the terms for a private placement of 5,500,000 common shares at $4.00 each, totaling $22,000,000, between TriSalus Life Sciences, Inc. and investors Definitions This section defines key terms like "Material Adverse Effect" and "Transaction Agreements" for precise interpretation of the agreement - Defines "Material Adverse Effect" as a significant adverse impact on the Company's business, financial condition, or ability to fulfill its obligations under the agreement[34] - Defines "Transaction Agreements" to include this Securities Purchase Agreement and the associated Registration Rights Agreement[53] Purchase and Sale of Shares This section outlines the core transaction terms, including the sale of common stock at a fixed price and closing logistics Transaction Details | Metric | Value | | :--- | :--- | | Price per Share | $4.00 | | Total Shares Sold | 5,500,000 | | Total Purchase Price | $22,000,000.00 | - The closing of the purchase and sale is scheduled to occur remotely no later than the fifth business day after the agreement date[55] - At closing, investors will pay the aggregate purchase amount via wire transfer, and the Company will issue the shares in book-entry form, free of most restrictive legends[55] Representations and Warranties of the Company The Company provides extensive representations and warranties to investors, covering SEC filings, capitalization, and compliance, forming a factual baseline - The Company warrants that its SEC filings are accurate, compliant with regulations, and do not contain any material misstatements or omissions[66] - The Company confirms its Common Stock is listed on the Nasdaq Global Market under the symbol "TLSI" and it is in compliance with all listing requirements[80] - The Company represents that it has not engaged in general solicitation for this offering and that the transaction is exempt from registration under the Securities Act, assuming the accuracy of investor representations[88] - The Company represents it has entered into Support Agreements with holders of more than 50% of its outstanding Preferred Stock, related to a planned Exchange Offer[100] Representations and Warranties of Each Investor Each investor represents their status as an accredited investor, acknowledging investment risks and intent to hold shares for investment - Each Investor represents that it is an "accredited investor" or "qualified institutional buyer" with the financial knowledge to evaluate the investment[107] - Investors acknowledge that the shares are not registered under the Securities Act and are subject to transfer restrictions, understanding they must be held indefinitely unless registered or an exemption is available[112] - Investors confirm they are not purchasing shares as a result of any general solicitation or public advertising[117] Covenants This section outlines ongoing obligations, including the Company's commitment to file Form 8-K, maintain Nasdaq listing, and adhere to equity sale restrictions - The Company must file a Current Report on Form 8-K by 9:00 a.m. New York City time on the first business day following the agreement to disclose the transaction and any material non-public information[124] - For 60 days after closing, the Company agrees not to issue additional shares of Common Stock or equivalents, with certain exceptions such as for employee compensation plans or the planned Exchange Offer[137] - The Company agrees to indemnify and hold harmless the Investors from losses arising from any breach of its representations, warranties, or covenants in the agreement[133] Conditions of Closing This section specifies conditions for closing, including accurate Company representations, absence of material adverse effects, and receipt of the full purchase price - A key condition for the Investors' obligation to close is that no event constituting a Material Adverse Effect has occurred since the agreement date[142] - The Company must deliver a legal opinion from its counsel, Cooley LLP, to the Investors and the Placement Agent at closing[150] - The Company's obligation to close is conditioned upon receiving the full purchase price from each Investor via wire transfer[155] Termination This section outlines circumstances for agreement termination prior to closing, including mutual consent or if closing does not occur within five business days - The agreement can be terminated by either the Company or an Investor if the Closing does not occur on or prior to the fifth business day following the date of the agreement[156] - Termination is also possible by mutual written consent of the Company and the Investor Majority[155][157] Miscellaneous Provisions This section contains standard legal clauses governing agreement interpretation and enforcement, covering governing law, jurisdiction, and several investor obligations - The agreement is governed by the laws of the State of New York, and the parties submit to the jurisdiction of courts in Manhattan, waiving the right to a jury trial[165][167] - The obligations of each Investor are several and not joint, meaning no Investor is responsible for the performance of any other Investor[181] - The Placement Agent (Canaccord Genuity LLC) is an intended third-party beneficiary of certain representations and warranties made by the Company and the Investors[38][179] Exhibits The exhibits provide supplementary information, including investor commitments in Exhibit A and the Registration Rights Agreement in Exhibit B Investor Commitments (Exhibit A) | Investor Name | Shares | Aggregate Purchase Price | | :--- | :--- | :--- | | Alyeska Master Fund, LP | 557,500 | $2,230,000.00 | | Broadfin Holdings LLC | 125,000 | $500,000.00 | | Lytton-Kambara Foundation | 400,000 | $1,600,000.00 | | Nantahala Capital Partners LP | 457,086 | $1,828,344.00 | | Blackwell Partners LLC – Series A | 817,614 | $3,270,456.00 | | Pinehurst Partners, L.P. | 500,000 | $2,000,000.00 | | Special Situations Funds (Aggregate) | 1,250,000 | $5,000,000.00 | | ... (Other Investors) | ... | ... | | TOTAL: | 5,500,000 | $22,000,000.00 | - Exhibit B confirms that a Registration Rights Agreement will be executed, providing investors with rights to have their shares registered with the SEC for future public sale[243][3]