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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): February 19, 2026
TRISALUS
LIFE SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39813 |
|
85-3009869 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 6272
W 91st Ave, Westminster, Colorado |
|
80031 |
| (Address
of principal executive office) |
|
(Zip
Code) |
(888)
321-5212
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ |
Written
communication 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 Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, $0.0001 par value |
|
TLSI |
|
Nasdaq
Global Market |
| Warrants,
each whole warrant exercisable for one share of registrant’s 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 ☐
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
1.01 |
Entry
into a Material Definitive Agreement. |
On
February 19, 2026, TriSalus Life Sciences, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Lake Street Capital Markets, LLC (“LSCM”), as representative of the underwriters named therein (the
“Underwriters”), relating to the public offering (the “Offering”) of 9,756,100 shares (the “Shares”)
of common stock of the Company, par value $0.0001 per share (the “Common Stock”), at a price to the public of $4.10 per Share
(the “Offering Price”). Pursuant to the terms of the Underwriting Agreement, the Company has also granted the Underwriters
a 30-day option to purchase up to an additional 1,463,415 shares of Common Stock (the “Option Shares” and together
with the Shares, the “Securities”) to cover over-allotments, if any, at the Offering Price less the underwriting discounts
and commissions.
Pursuant
to the Underwriting Agreement, the Company has agreed to (i) give the Underwriters a discount of 6.0% per Share in the Offering, and
(ii) reimburse LSCM for certain of their out-of-pocket expenses incurred in connection with the Offering, including, among other
things, the reasonable fees and expenses of counsel, which fees and expenses may not exceed $125,000.
The
Securities will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291509) filed with the
Securities and Exchange Commission (the “Commission”) on November 13, 2025 and declared effective by the Commission on December
4, 2025 and a related prospectus supplement dated February 19, 2026 (the “Prospectus Supplement”). The Offering is
expected to close on or about February 23, 2026, subject to satisfaction of customary closing conditions (the “Closing Date”).
Pursuant
to the Underwriting Agreement, subject to certain exceptions, the Company has agreed not to sell or otherwise dispose of any of the Company’s
securities for a period ending 90 days after the date of the Underwriting Agreement without first obtaining the written consent of LSCM.
In addition, the Company’s officers, directors and a certain securityholder of the Company have agreed not to sell or otherwise
dispose of any of the Company’s securities held by them for a period ending 90 days after the date of the Underwriting Agreement
without first obtaining the written consent of LSCM, subject to certain exceptions.
The
net proceeds to the Company from the sale of the Shares in the Offering, after deducting the underwriting discounts and commissions and
other estimated offering expenses payable by the Company, are expected to be approximately $37.0 million assuming no exercise
by the Underwriters of their over-allotment option for the Option Shares, or approximately $42.64 million if the Underwriters
exercise their over-allotment option for the Option Shares in full. The Company intends to use the net proceeds from the Offering for
general corporate purposes which may include capital expenditures, working capital and general and administrative expenses.
The
Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination
provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and officers, and
by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended
(the “Securities Act”), and affords certain rights of contribution with respect thereto.
The
foregoing description of the Underwriting Agreement, is not complete and is qualified in its entirety by reference to the full text of
the form of Underwriting Agreement, a copy of which is filed as Exhibit 1.1, to this Current Report on Form 8-K and is incorporated by
reference herein.
The
legal opinion of Sheppard, Mullin, Richter, & Hampton, LLP relating to the legality of the issuance and sale of the Securities is
attached as Exhibit 5.1 to this Current Report on Form 8-K.
On
February 19, 2026, the Company issued a press release announcing the Offering. A copy of our press release is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
On
February 20, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of our press release is attached
hereto as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits:
| Exhibit
Number |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated February 19, 2026 by and between TriSalus Life Sciences, Inc. and Lake Street Capital Markets, LLC |
| 5.1 |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
| 23.1 |
|
Consent of Sheppard, Mullin, Richter & Hampton, LLP (contained in Exhibit 5.1) |
| 99.1 |
|
Press Release dated February 19, 2026 |
| 99.2 |
|
Press Release dated February 20, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
February 20, 2026 |
TriSalus
Life Sciences, Inc. |
| |
|
|
| |
By: |
/s/
David Patience |
| |
Name: |
David
Patience |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
TriSalus
Life Sciences Proposes Public Offering
WESTMINSTER,
Colo.—(BUSINESS WIRE)— February 19, 2026 — TriSalus Life Sciences, Inc. (Nasdaq: TLSI) (“TriSalus” or the
“Company”), an oncology focused medical technology company advancing novel drug delivery technologies alongside standard-of-care
therapies to improve outcomes for patients with solid tumors, today announced that it intends to offer to sell shares of its common stock
in an underwritten public offering. All of the shares to be sold in the offering are to be sold by TriSalus. In addition, TriSalus intends
to grant the underwriters a 30-day option to purchase up to 15% of the total number of shares of common stock sold in the offering, on
the same terms and conditions. The offering is subject to market and other conditions, and there can be no assurance as to whether or
when the offering may be completed, or as to the actual size or terms of the offering.
Lake
Street Capital Markets is acting as the sole book-runner for the proposed offering.
The
shares are being offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291509)
previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 13, 2025 and declared effective
by the SEC on December 4, 2025. The offering of such shares is being made only by means of a prospectus supplement that forms a part
of the registration statement. A preliminary prospectus supplement and accompanying base prospectus relating to the offering has been
or will be filed with the SEC and will be available for free on the SEC’s website at http://www.sec.gov. When available, copies
of the preliminary prospectus supplement and the accompanying base prospectus relating to the offering may be obtained from Lake Street
Capital Markets, LLC at 121 South Eighth Street, Suite 1000, Minneapolis, MN 55402, or e-mail at prospectus@lakestreetcm.com. The final
terms of the proposed offering will be disclosed in a final prospectus supplement to be filed with the SEC.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About
TriSalus Life Sciences
TriSalus
Life Sciences® is an oncology focused medical technology company seeking to transform outcomes for patients with solid tumors by
integrating its innovative delivery technology with standard-of-care therapies, and with its investigational immunotherapeutic, nelitolimod,
a class C Toll-like receptor 9 agonist, for a range of different therapeutic and technology applications. The Company’s platform
includes devices that utilize a proprietary drug delivery technology and a clinical stage investigational immunotherapy. The Company’s
three FDA-cleared devices use its proprietary Pressure-Enabled Drug Delivery™ (PEDD) approach to deliver a range of therapeutics:
the TriNav® Infusion System and TriNav Infusion System LV for hepatic arterial infusion of liver tumors and the Pancreatic Retrograde
Venous Infusion System for pancreatic tumors. The PEDD technology is a novel delivery approach designed to address the anatomic limitations
of arterial infusion for the pancreas. The PEDD approach modulates pressure and flow in a manner that delivers more therapeutic to the
tumor and is designed to reduce undesired delivery to normal tissue, bringing the potential to improve patient outcomes. Nelitolimod,
the Company’s investigational immunotherapeutic candidate, is designed to improve patient outcomes by treating the immunosuppressive
environment created by many tumors and which can make current immunotherapies ineffective in the liver and pancreas. Patient data generated
during Pressure-Enabled Regional Immuno-Oncology™ (PERIO) clinical trials support the hypothesis that nelitolimod delivered via
the PEDD technology may have favorable immune effects within the liver and systemically. The target for nelitolimod, TLR9, is expressed
across cancer types and the mechanical barriers addressed by the PEDD technology are commonly present as well. The Company is in the
final stages of data completion for a number of phase 1 clinical trials and will begin exploring partnership opportunities for development.
Forward
Looking Statements
Certain
statements made in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby under the
Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “become,”
“may,” “intend,” “will,” “expect,” “anticipate,” “believe” or
other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding the expected trading commencement and closing date, TriSalus’s
business, the commercial potential of its TriNav Infusion System, TriSalus’s proprietary PEDD approach, the potential therapeutic
benefits and commercial potential of Nelitolimod, and TriSalus’s technologies and other products in development. Such statements
are subject to certain risks and uncertainties, including, but not limited to, those inherent in the process of developing and commercializing
medical devices that are safe and effective for human use, discovering, developing and commercializing medicines that are safe and effective
to use as human therapeutics, and the endeavor of building a business around such medical devices and medicines. TriSalus’s forward-looking
statements also involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from
those expressed or implied by such forward-looking statements. Although TriSalus’s forward-looking statements reflect the good
faith judgment of its management, these statements are based only on facts and factors currently known by TriSalus. As a result, you
are cautioned not to rely on these forward-looking statements. These and other risks concerning TriSalus’s products and programs
are described in additional detail in TriSalus’s preliminary prospectus supplement, annual report on Form 10-K, and most recent
Form 10-Q, which are on file with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website
(www.SEC.gov). These forward-looking statements are made as of the date of this press release, and TriSalus assumes no obligation
to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking
statements, except as required by law.
Contacts
For
Media Inquiries:
Jeremy
Feffer, Managing Director
LifeSci
Advisors
212.915.2568
jfeffer@lifesciadvisors.com
For
Investor Inquiries:
David
Patience
Chief
Financial Officer
investor.relations@trisaluslifesci.com
Exhibit
99.2
TriSalus
Life Sciences Announces Pricing of $40.0 Million Public Offering
WESTMINSTER,
Colo.—(BUSINESS WIRE)— February 20, 2026 — TriSalus Life Sciences, Inc. (Nasdaq: TLSI) (“TriSalus” or the
“Company”), an oncology focused medical technology company advancing novel drug delivery technologies alongside standard-of-care
therapies to improve outcomes for patients with solid tumors, today announced it has priced its previously announced underwritten public
offering of 9,756,100 shares of its common stock at a public offering price of $4.10 per share. All of the shares in the offering
are being sold by TriSalus. In addition, TriSalus has granted the underwriter a 30-day option to purchase up to 1,463,415 shares
of common stock, which equals 15% of the total number of shares of common stock sold in the offering, at the public offering price, less
underwriting discounts and commissions. The gross proceeds to TriSalus from the offering are expected to be approximately $40.0 million,
before deducting underwriting discounts and commissions and other offering expenses payable by TriSalus. The offering is expected to
close on or about February 23, 2026, subject to the satisfaction of customary closing conditions.
Lake
Street Capital Markets is acting as the sole book-runner for the proposed offering.
The
shares are being offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291509)
previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 13, 2025 and declared effective
by the SEC on December 4, 2025. The offering of such shares is being made only by means of a prospectus supplement that forms a part
of the registration statement. A preliminary prospectus supplement and accompanying base prospectus relating to the offering have been
filed with the SEC. A final prospectus supplement and accompanying base prospectus related to the offering will be filed with the SEC
and made available on the SEC’s website. Copies of the final prospectus supplement, when available, and the accompanying base prospectus
relating to the offering may also be obtained from Lake Street Capital Markets, LLC at 121 South Eighth Street, Suite 1000, Minneapolis,
MN 55402, or e-mail at prospectus@lakestreetcm.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About
TriSalus Life Sciences
TriSalus
Life Sciences® is an oncology focused medical technology company seeking to transform outcomes for patients with solid tumors by
integrating its innovative delivery technology with standard-of-care therapies, and with its investigational immunotherapeutic, nelitolimod,
a class C Toll-like receptor 9 agonist, for a range of different therapeutic and technology applications. The Company’s platform
includes devices that utilize a proprietary drug delivery technology and a clinical stage investigational immunotherapy. The Company’s
three FDA-cleared devices use its proprietary Pressure-Enabled Drug Delivery™ (PEDD) approach to deliver a range of therapeutics:
the TriNav® Infusion System and TriNav Infusion System LV for hepatic arterial infusion of liver tumors and the Pancreatic Retrograde
Venous Infusion System for pancreatic tumors. The PEDD technology is a novel delivery approach designed to address the anatomic limitations
of arterial infusion for the pancreas. The PEDD approach modulates pressure and flow in a manner that delivers more therapeutic to the
tumor and is designed to reduce undesired delivery to normal tissue, bringing the potential to improve patient outcomes. Nelitolimod,
the Company’s investigational immunotherapeutic candidate, is designed to improve patient outcomes by treating the immunosuppressive
environment created by many tumors and which can make current immunotherapies ineffective in the liver and pancreas. Patient data generated
during Pressure-Enabled Regional Immuno-Oncology™ (PERIO) clinical trials support the hypothesis that nelitolimod delivered via
the PEDD technology may have favorable immune effects within the liver and systemically. The target for nelitolimod, TLR9, is expressed
across cancer types and the mechanical barriers addressed by the PEDD technology are commonly present as well. The Company is in the
final stages of data completion for a number of phase 1 clinical trials and will begin exploring partnership opportunities for development.
Forward
Looking Statements
Certain
statements made in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby under the
Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “become,”
“may,” “intend,” “will,” “expect,” “anticipate,” “believe” or
other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding the expected closing date and the completion of the public offering
on the anticipated terms, if at all, TriSalus’s business, the commercial potential of its TriNav Infusion System, TriSalus’s
proprietary PEDD approach, the potential therapeutic benefits and commercial potential of Nelitolimod, and TriSalus’s technologies
and other products in development. Such statements are subject to certain risks and uncertainties, including, but not limited to, the
Company’s ability to satisfy all closing conditions and complete the offering, those inherent in the process of developing and
commercializing medical devices that are safe and effective for human use, discovering, developing and commercializing medicines that
are safe and effective to use as human therapeutics, and the endeavor of building a business around such medical devices and medicines.
TriSalus’s forward-looking statements also involve assumptions that, if they never materialize or prove correct, could cause its
results to differ materially from those expressed or implied by such forward-looking statements. Although TriSalus’s forward-looking
statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by
TriSalus. As a result, you are cautioned not to rely on these forward-looking statements. These and other risks concerning TriSalus’s
products and programs are described in additional detail in TriSalus’s annual report on Form 10-K, and most recent Form 10-Q, which
are on file with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website (www.SEC.gov).
These forward-looking statements are made as of the date of this press release, and TriSalus assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as
required by law..
Contacts
For
Media Inquiries:
Jeremy
Feffer, Managing Director
LifeSci
Advisors
212.915.2568
jfeffer@lifesciadvisors.com
For
Investor Inquiries:
David
Patience
Chief
Financial Officer
investor.relations@trisaluslifesci.com
