aibioTriSalus agrees to sell 5,500,000 shares at $4.00 in $22.0 million private placement
Tickers TLSI
TriSalus agreed to sell 5,500,000 shares at $4.00 in a private placement of about $22.0 million. The same deal ties it to an exchange offer for its Series A preferred stock, and the filing says the preferred terms would change.
Key facts
- Company
- TriSalus Life Sciences, Inc. (NASDAQ: TLSI)
- News type
- Mergers
- Primary source
- TriSalus Life Sciences, Inc. 425 (2025-04-30)
The private placement
TriSalus Life Sciences, Inc. agreed on April 30, 2025 to sell 5,500,000 shares of common stock at $4.00 per share in a private placement. The company expects gross proceeds of about $22.0 million before offering fees and expenses. The Form 8-K says closing is expected on May 2, 2025, and no later than May 7, 2025.
The buyers are described only as "certain institutional and accredited investors named therein." The 8-K does not name them. It also names no placement agent, underwriter, financial advisor or counsel. The shares were sold under Section 4(a)(2) of the Securities Act and Regulation D and have not been registered.
Terms for the buyers
TriSalus agreed to file a registration statement for resale of the shares no later than 30 days after the registration rights agreement is signed at closing. If it misses its filing or effectiveness deadlines, it must pay the buyers liquidated damages equal to 1% of the amount they invested for each 30-day period, subject to caps. Those payments do not apply to periods when the company cannot meet its obligations because of circumstances outside its control.
The company and its directors and officers also agreed to a 60-day lock-up, subject to exceptions.
The preferred stock exchange
The placement was a condition of a tender and support agreement signed the same day with holders of about 55% of the outstanding Series A Convertible Preferred Stock. The company agreed to start an exchange offer, through a Form S-4 registration statement, letting all preferred holders swap their shares for common stock.
Each preferred share would be exchanged for common stock equal to the $10.00 liquidation preference plus accrued and unpaid dividends, calculated as if the share stayed outstanding until August 10, 2027, divided by $4.00. A special meeting would put an amendment to preferred holders. The amendment would let it call all or part of the preferred for conversion into common stock at any time, using the $5.277 current conversion price. It would also remove a reset provision under which the conversion price could be adjusted downward in July 2027. A majority of the outstanding preferred must approve it. The support agreement ends on the earlier of a board decision to stop pursuing the exchange or September 30, 2025.
The $4.00 placement price is below the $5.277 conversion price the filing cites for the preferred.
The business behind the deal
The 2024 annual report, filed April 15, 2025, describes an oncology-focused medical technology business. Its one device on the market, the TriNav Infusion System, uses the company's Pressure-Enabled Drug Delivery method and holds FDA 510(k) clearance. The report says TriNav generated $29.4 million of revenue in 2024, growth of 59.0% over the prior year, and that the method has been used in over 21,000 procedures.
The drug side is much earlier. The company has one drug candidate in early clinical development, nelitolimod, a class C Toll-like receptor 9 agonist. The Phase 1 pancreatic trial, PERIO-03, is enrolled, and the company expects data by the end of 2025, depending on when treatment is completed. The company does not intend to run Phase II trials in uveal melanoma on its own and is looking for partners. Its pancreatic device, PRVI, has FDA clearance but is not commercial, and the report does not expect commercial sale before 2026.
Cash and going concern
The 8-K also gave preliminary first-quarter revenue of approximately $9.2 million, all from TriNav, up approximately 42% from the first quarter of 2024. The exchange-offer prospectus says the company's 2024 annual report included going-concern language, citing its liquidity, recurring losses and negative operating cash flows. It reports $13 million in cash and cash equivalents at March 31, 2025, against $8.5 million at December 31, 2024. It has a credit agreement with OrbiMed for up to $50 million of senior secured term debt, which requires at least $10.0 million of unrestricted cash at all times.
The 8-K does not say how the company will use the $22.0 million, how many common shares the exchange would issue, or when the exchange offer and special meeting will start.