[144] GoDaddy Inc SEC Filing

Rhea-AI Filing Summary

TriSalus Life Sciences, Inc. (TLSI) filed Amendment No. 1 to its Schedule TO (Form SC TO-I/A) dated July 15, 2025. The amendment updates the documentation for the company’s issuer tender offer and related consent solicitation covering all outstanding shares of its Series A Convertible Preferred Stock.

Key terms reiterated:

• Each preferred share may be exchanged for common stock equal to (Liquidation Preference + accrued dividends through August 10, 2027) ÷ $4.00, subject to customary adjustment mechanisms.
• Concurrent consent solicitation seeks majority approval to amend the Certificate of Designations, enabling the company to mandatorily convert any remaining preferred shares at a conversion ratio 11.3% less favorable than the tender offer rate.

The amendment’s principal purpose is to replace the Prospectus/Offer to Exchange originally filed on June 23, 2025 with an updated version filed on July 11, 2025 as Exhibit (a)(1)(A) to Form S-4/A (File No. 333-288250). Other disclosures in the original Schedule TO remain unchanged.

Administrative details: The filing confirms the offer is an issuer tender offer under Rule 13e-4, is not a final amendment, and does not invoke cross-border exemptions. CEO Mary Szela signed the certification.

Insights

Financial Analyst

TL;DR: Routine amendment replaces prospectus; no new economic terms disclosed.

The filing is largely procedural, ensuring investors rely on the July 11 updated prospectus when evaluating the exchange offer. Exchange pricing, liquidation preference treatment, and dividend accrual cap through August 2027 are unchanged from the original filing. Because no new consideration, deadlines, or financial metrics are added, the amendment does not alter valuation or balance-sheet expectations. Investors should simply reference the new S-4/A exhibit for definitive terms.

Corporate Governance Expert

TL;DR: Amendment keeps consent solicitation intact; governance mechanics unchanged.

The company still requires a majority of preferred holders to approve the Certificate of Designations amendment, which would allow a forced conversion after the offer closes. The 11.3% differential between voluntary exchange and forced conversion incentivizes timely tendering. From a governance standpoint, updating the prospectus mitigates disclosure risk but brings no new structural shifts, hence neutral impact.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	1000	169590.00	142488191	07/15/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/01/2023	Restricted Stock	Issuer			1000	03/01/2023	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
ROGER CHEN 100 S. Mill Ave Suite 1600 Tempe AZ 85281	Common	06/16/2025	1000	175960.00
ROGER CHEN 100 S. Mill Ave Suite 1600 Tempe AZ 85281	Common	05/15/2025	1000	188210.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did TriSalus Life Sciences (TLSI) file on July 15, 2025?

Amendment No. 1 to Schedule TO, replacing the earlier prospectus for its preferred stock exchange offer.

Does the amendment change the exchange ratio for TLSI preferred shares?

No. The ratio remains (Liquidation Preference + accrued dividends to 8/10/2027) divided by $4.00, subject to adjustments.

Why is TLSI soliciting consents from preferred stockholders?

To approve a Certificate of Designations amendment allowing the company to mandatorily convert any remaining preferred shares after the offer.

Which exhibit was replaced in the Schedule TO?

Exhibit (a)(1)(A) – the Prospectus/Offer to Exchange – now references Form S-4/A filed July 11, 2025.

Is the tender offer classified as a third-party or issuer offer?

It is an issuer tender offer under Rule 13e-4.