Blog: MEDTECH ACQUISITION CORP : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

On November 11, 2022, MedTech Acquisition Corporation, a Delaware corporation
(“MTAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with MTAC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary
of MTAC (“Merger Sub”), and TriSalus Life Sciences, Inc., a Delaware corporation
(“TriSalus”), pursuant to which, subject to the satisfaction or waiver of
certain conditions set forth therein, Merger Sub will merge with and into
TriSalus (the “Merger”), with TriSalus surviving the Merger as a wholly owned
subsidiary of MTAC, and with TriSalus’s equity holders receiving shares of MTAC
common stock (the transactions contemplated by the Merger Agreement and the
related ancillary agreements, the “Business Combination”). Upon consummation of
the Business Combination, MTAC will be renamed “TriSalus Life Sciences, Inc.”

Furnished as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit
99.5, Exhibit 99.6, Exhibit 99.7, Exhibit 99.8, Exhibit 99.9, Exhibit 99.10,
Exhibit 99.11, and Exhibit 99.12 (collectively, the “Exhibits”) hereto and
incorporated herein by reference are certain communications by MTAC and
TriSalus, including communications by TriSalus with its employees and certain of
its customers, suppliers and business partners, in connection with the Business
Combination.

The information in this Item 7.01, including the Exhibits, is furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of MTAC under the Securities Act or the Exchange Act,
regardless of any general incorporation language in such filings. This Current
Report on Form 8-K will not be deemed an admission as to the materiality of any
information in this Item 7.01, including the Exhibits.

Changes and Additional Information in Connection with SEC Filing

MTAC intends to file a registration statement on Form S-4 (the “Registration
Statement”) that will include a proxy statement/prospectus of MTAC, that will be
both the proxy statement to be distributed to holders of MTAC’s common stock in
connection with its solicitation of proxies for the vote by MTAC’s stockholders
with respect to the Business Combination and other matters as may be described
in the Registration Statement, as well as the prospectus relating to the offer
and sale of the securities to be issued in the Business Combination. The
Registration Statement is not yet effective. The Registration Statement,
including the proxy statement/prospectus contained therein, when it is declared
effective by the U.S. Securities and Exchange Commission (the “SEC”), will
contain important information about the Business Combination and the other
matters to be voted upon at a meeting of MTAC’s stockholders to be held to
approve the Business Combination and other matters (the “Special Meeting”). MTAC
may also file other documents with the SEC regarding the Business Combination.
MTAC stockholders and other interested persons are advised to read, when
available, the Registration Statement, including the proxy statement/prospectus
contained therein, as well as any amendments or supplements thereto, because
they will contain important information about the Business Combination. When
available, the definitive proxy statement /prospectus will be mailed to MTAC
stockholders as of a record date to be established for voting on the Business
Combination and the other matters to be voted upon at the Special Meeting.

The financial information and data contained in this Current Report on Form 8-K
is unaudited and does not conform to Regulation S-X. Such information and data
may not be included in, may be adjusted in or may be presented differently in,
the Registration Statement to be filed by MTAC with the SEC, and such
differences may be material. In particular, all TriSalus financial information
included herein is preliminary and subject to risks and uncertainties. Any
variation between TriSalus’s actual results and the financial information
included herein may be material.



Participation in Solicitation


MTAC and TriSalus and their respective directors and executive officers, under
SEC rules, may be deemed to be participants in the solicitation of proxies of
MTAC’s stockholders in connection with the Business Combination. Investors and
security holders may obtain more detailed information regarding the names and
interests in the Business Combination of MTAC’s directors and officers in MTAC’s
filings with the SEC, including MTAC’s registration statement on Form S-1, which
was originally filed with the SEC on November 30, 2020, as amended, and MTAC’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed
with the SEC on March 2, 2022 (the “2021 Form 10-K”). To the extent that
holdings of MTAC’s securities have changed from the amounts reported in MTAC’s
2021 Form 10-K, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC. Information regarding the
persons who may, under SEC rules, be deemed participants in the solicitation of
proxies from MTAC’s stockholders in connection with the Business Combination
will be set forth in the proxy statement/prospectus forming a part of the
Registration Statement. Investors and security holders of MTAC and TriSalus are
urged to carefully read in their entirety the proxy statement/prospectus and
other relevant documents that will be filed with the SEC, when they become
available, because they will contain important information about the Business
Combination.

Investors and security holders will be able to obtain free copies of the proxy
statement/prospectus and other documents containing important information about
MTAC and TriSalus through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by MTAC can be obtained free of
charge by directing a written request to MedTech Acquisition Corporation at 48
Maple Avenue, Greenwich, CT 06830.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING THEREOF OR THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.




Forward-Looking Statements



This Current Report on Form 8-K contains certain “forward-looking statements”
within the meaning of the United States federal securities laws regarding MTAC’s
or TriSalus’s expectations, hopes, beliefs, assumptions, intentions or
strategies regarding the future including, without limitation, statements
regarding: (i) the size and growth potential of the markets for TriSalus’s
products and TriSalus’s ability to serve those markets, (ii) the degree of
market acceptance and adoption of TriSalus’s products, (iii) TriSalus’s ability
to compete with other companies, (iv) expectations for topline data and
regulatory approval, (v) the implied upside and implied valuation of TriSalus,
(vi) TriSalus’s value and projected financial results, and (vii) the potential
results and benefits of the Business Combination, the amount of cash to be
delivered at closing from MTAC’s trust account and any additional financing in
connection with the Business Combination, and stockholder value. These
forward-looking statements generally are identified by words such as
“anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,”
“strive,” “would,” “will” and similar expressions or the negative or other
variations of such statements. These statements are predictions, projections and
other statements about future events that are based on various assumptions,
whether or not identified in this Current Report on Form 8-K and on the current
expectations of MTAC’s and TriSalus’s respective managements and are not
predictions of actual performance and, as a result, are subject to risks and
uncertainties.

Many factors could cause actual results or developments to differ materially
from those expressed or implied by such forward-looking statements, including
but not limited to: (i) the risk that the Business Combination may not be
completed in a timely manner or at all, which may adversely affect the price of
MTAC’s securities; (ii) the risk that the Business Combination may not be
completed by MTAC’s business combination deadline and the potential failure to
obtain an extension of the business combination deadline; (iii) the failure to
satisfy the conditions to the consummation of the Business Combination,
including the approval of the Merger Agreement by the stockholders of MTAC, the
satisfaction of the minimum cash amount following any redemptions by MTAC’s
public stockholders, and the receipt of certain governmental and regulatory
approvals, including reimbursement approval; (iv) the lack of a third-party
valuation in determining whether or not to pursue the Business Combination; (v)
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement; (vi) the receipt of an unsolicited
offer from another party for an alternative transaction that could interfere
with the Business Combination, (vii) the effect of the announcement or pendency
of the Business Combination on TriSalus’s business relationships, operating
results and business generally; (viii) risks that the Business Combination
disrupts current plans and operations of TriSalus; (ix) the outcome of any legal
proceedings that may be instituted against TriSalus or MTAC related to the
Merger Agreement or the Business Combination; (x) the ability to maintain the
listing of MTAC’s securities on the Nasdaq; (xi) changes in business, market,
financial, political and legal conditions; (xii) unfavorable changes in the
reimbursement environment for TriSalus’s products; (xiii) TriSalus’s product
candidates not achieving success in preclinical or clinical trials or not being
able to obtain regulatory approval, either on a timely basis or at all or
subject to any conditions that negatively impact TriSalus’s ability to
commercialize the applicable product candidates; (xiv) TriSalus being unable to
continue to grow TriNav sales; (xv) the size of the addressable markets for
TriNav and TriSalus’s product candidates, if successfully developed and approved
by the applicable regulatory authorities, being less than TriSalus estimates;
(xvi) TriSalus’s ability to successfully commercialize any product candidates
that it successfully develops and that are approved by applicable regulatory
authorities; (xvii) TriSalus’s ability to continue to fund preclinical and
clinical trials for its product candidates; (xviii) TriSalus’s ability to
partner with other companies; (xix) future economic and market conditions; the
development, effects and enforcement of laws and regulations affecting
TriSalus’s business or industry; (xx) TriSalus’s ability to manage future
growth; (xxi) TriSalus’s ability to maintain and grow its market share; (xxii)
the effects of competition on TriSalus’s business; (xxiii) the ability of MTAC
or the combined company to raise additional financing in connection with the
Business Combination or to finance its operations in the future; (xxiv) the
ability to implement business plans, forecasts and other expectations after the
completion of the Business Combination, and identify and realize additional
opportunities; (xxv) costs related to the Business Combination; and (xxvi) the
failure to realize the anticipated benefits of the Business Combination or to
realize estimated pro forma results and the underlying assumptions, including
with respect to estimated stockholder redemptions. The foregoing list of factors
is not exclusive.

You should carefully consider the foregoing factors and other risks and
uncertainties described in the “Risk Factors” section of MTAC’s 2021 Form 10-K,
the preliminary proxy statement/prospectus on Form S-4 relating to the Business
Combination, which is expected to be filed by MTAC with the SEC and other
documents filed by MTAC from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual
events and results to differ materially from those expressed or implied in the
forward-looking statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and none of MTAC, TriSalus, or any of their
respective representatives assume any obligation and do not intend to update or
revise these forward-looking statements, whether as a result of new information,
future events, or otherwise. None of MTAC, TriSalus, or any of their respective
representatives gives any assurance that either MTAC or TriSalus will achieve
its expectations.

No Offer or Solicitation



This Current Report on Form 8-K shall not constitute an offer to sell, a
solicitation of an offer to buy or a recommendation to purchase any securities,
or the solicitation of any proxy, vote, consent or approval in any jurisdiction
in connection with the Business Combination, nor shall there be any offer,
solicitation or sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such jurisdictions. This
communication is restricted by law; it is not intended for distribution to, or
use by any person in, any jurisdiction where such distribution or use would be
contrary to local law or regulation. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.   Description
  99.1          Investor Transcript.
  99.2          Infographic.
  99.3          Investor Email from Sean.
  99.4          Social Media Posts.
  99.5          Employee Letter.
  99.6          Employee Q&A.
  99.7          Town Hall Slides.
  99.8          Customer Letter.
  99.9          Customer Talking Points and Q&A.
  99.10         Supplier and Business Partner Letter.
  99.11         Supplier and Business Partner Talking Points and Q&A.
  99.12         Government Officer and Regulator Talking Points.
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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