aibioTriSalus Life Sciences files NT 10-K, citing errors and material weaknesses
Tickers TLSI
TriSalus says it cannot file its 2024 annual report on time after finding errors in stock-based compensation and clinical trial expenses. It expects to file by the fifteenth calendar day after the due date. Preliminary 2024 revenue was $29.4 million.
Key facts
- Company
- TriSalus Life Sciences, Inc. (NASDAQ: TLSI)
- News type
- Distress
- Primary source
- TriSalus Life Sciences, Inc. Form NT 10-K filed March 28, 2025 (SEC EDGAR)
TriSalus Life Sciences, Inc. (Nasdaq: TLSI) said on March 28, 2025 that it cannot file its annual report on Form 10-K for the year ended December 31, 2024 by the due date. It filed a Form 12b-25 notice of late filing, the NT 10-K, and said the report will be filed on or before the fifteenth calendar day after the prescribed due date. The company cites errors it found in its previously filed 2024 quarterly results and newly identified material weaknesses in internal control.
Errors in the quarters already filed
The company says it found errors in the timing of stock-based compensation expense, in the timing of clinical trial related research and development expense, and in the use of incorrect assumptions. It is still working out whether those errors are material, whether previously disclosed 2024 quarterly results must be corrected, and how to finish its year-end 2024 statements.
The newly identified deficiencies relate to material weaknesses in stock compensation and in clinical trial prepaids and accruals. This is not the first control problem. The 2023 annual report says a material weakness in internal control over financial reporting existed and continued to exist as of December 31, 2023.
Preliminary results that may still change
The notice repeats unaudited results first furnished in a Form 8-K on March 27, 2025. Fourth-quarter revenue was $8.3 million, and full-year 2024 revenue was $29.4 million, which the company describes as growth of 44% and 59% against the prior periods. Gross margin was 85% in the fourth quarter and 86% for the year.
Operating losses were $7.6 million in the fourth quarter and $36.2 million for the year, down from $14.2 million and $54.5 million. Net losses available to common stockholders were $10.1 million in the fourth quarter and $30.0 million for the year, against $35.6 million and $59.4 million a year earlier.
The company says it does not expect material changes to these figures. In the same notice it says they remain subject to change until the 2024 statements are complete. Its forward-looking warnings list the possibility that the filed statements will differ materially from the preliminary numbers, and that it may have to correct previously filed financials. The figures are therefore preliminary and unaudited.
Going concern and a payment obligation
The 2023 annual report says the company's independent registered public accountants and management have expressed substantial doubt about its ability to continue as a going concern. It says the company expects increasing expenses and continuing losses for the foreseeable future.
The same report describes an asset purchase agreement with Dynavax Technologies Corporation for nelitolimod. It says that agreement requires the company to make potentially significant payments to Dynavax before it has regulatory approval for the drug and can sell it. It also says the company will need substantial additional funding until it can generate significant revenue or reach profitability.
The notice does not give a cash balance, a debt figure or a new financing plan for 2025. It pairs the preliminary results with no balance sheet.
Form and filing details
The form's cover box lists the period as ended December 31, 2023, while the narrative refers to the year ended December 31, 2024. The registrant's former name is shown as MedTech Acquisition Corporation, and its address is in Westminster, Colorado. The form names James Young, Chief Financial Officer, as the contact and signatory, dated March 28, 2025.
The company's common stock is listed on the Nasdaq Global Market under TLSI, and its warrants under TLSIW, according to the 2023 annual report.
What comes next
The company says the 2024 annual report will follow within the fifteen-day window. The notice does not say whether any 2024 quarter will be restated or whether the audited figures will match the preliminary ones, and it gives no date for the filing beyond that window.