false 0001826667 0001826667 2024-05-07 2024-05-07 0001826667 us-gaap:CommonStockMember 2024-05-07 2024-05-07 0001826667 us-gaap:WarrantMember 2024-05-07 2024-05-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 7, 2024

 

 

TRISALUS LIFE SCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware 001-39813 85-3009869
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)

 

6272 W. 91st Ave., Westminster, Colorado   80031
(Address of Principal Executive Offices)   (Zip Code)

 

(888) 321-5212

(Registrant’s telephone number, including area code)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class  

Trading

symbol(s)

   Name of each exchange
on which registered
Common Stock, $0.0001 par value per share   TLSI   Nasdaq Global Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   TLSIW   Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d)

 

On May 6, 2024, the Board of Directors (the “Board”) of TriSalus Life Sciences, Inc. (the “Company”) increased the size of the Board to ten directors and appointed Liselotte Hyveled as a Class I director of the Company, with a term of office expiring at the 2024 annual meeting of stockholders. There are no arrangements or understandings between Ms. Hyveled and any other person pursuant to which she was selected as a director. In addition, there are no transactions in which Ms. Hyveled has an interest that would require disclosure under Item 404(a) of Regulation S-K.

 

Pursuant to the Company’s compensation policy for non-employee directors (the “Compensation Policy”), Ms. Hyveled (x) will receive an annual cash retainer of $50,000 for service as a member of the Board, and (y) was granted on the effective date of her appointment an option to purchase 35,000 shares of common stock, which vests annually over a three-year period from the date of grant. The Compensation Policy also provides for further automatic annual option grants to purchase 15,000 shares of common stock on the date of each annual stockholder meeting, which will vest on the earlier of (i) the one-year anniversary of the grant and (ii) the next annual stockholder meeting; provided in each case Ms. Hyveled provides continuous service. Ms. Hyveled will enter into the Company’s standard form of Indemnity Agreement for directors of the Company.

 

Ms. Hyveled will also serve as a member of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) and the Science and Technology Committee of the Board (the “Science and Technology Committee”). Pursuant to the Compensation Policy, Ms. Hyveled will receive an additional annual cash retainer of $7,500 for her service as a member of the Nominating Committee and $7,500 for her service as a member of the Science and Technology Committee.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TriSalus Life Sciences, Inc.
   
  By: /s/ Sean Murphy
    Sean Murphy
    Chief Financial Officer

 

Dated: May 7, 2024

 

 

 

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Entity Tax Identification Number 85-3009869
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Entity Address, State or Province CO
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Security Exchange Name NASDAQ
Warrant [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
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Security Exchange Name NASDAQ
TriSalus Life Sciences (NASDAQ:TLSIW)
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