UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
TRISALUS
LIFE SCIENCES, INC.
(Name
of Subject Company and Filing Persons (Issuer))
Series
A Convertible Preferred Stock
(Title of Class of Securities)
Not
Applicable
(CUSIP Number of Class of Securities)
Mary
Szela
Chief
Executive Officer
6272
W. 91st Ave.
Westminster,
Colorado 80031
(303)
442-1222
(Name, address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies
of communications to:
Jeffrey
J. Fessler , Esq.
Sean F. Reid, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New York, NY 10112 -0015
(212) 653-8700
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Check
the box if the filing relates solely to preliminary communications before the commencement of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
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third-party
tender offer subject to Rule 14d-1. |
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| ☒ |
issuer
tender offer subject to Rule 13e-4. |
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| ☐ |
going-private
transaction subject to Rule 13e-3. |
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| ☐ |
amendment
to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
EXPLANATORY
NOTE
This
Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally
filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 23, 2025 (together with any amendments and supplements
thereto, including this Amendment, the “Schedule TO”) relating to the offer (the “Offer”) by TriSalus Life Sciences, Inc.,
a Delaware corporation (the “Company,” “us” or “we”), to each holder of shares of Preferred Stock
(as defined in Item 2(b) of the Schedule TO) to receive that number of shares of the Company’s common stock par value $0.0001
per share (“Common Stock”) equal to the quotient of (i) the sum of (a) the Liquidation Preference (as defined in the Certificate
of Designations (defined below)) and (b) the Accrued Dividends (as defined in the Certificate of Designations) if not otherwise paid
by the Company, that would have accrued through August 10, 2027 (the “Exchanged Value”), divided by (ii) $4.00 (subject to
adjustment for adjustments to the Conversion Price (as defined in the Certificate of Designations) (the “Exchange Price”)
in exchange for every outstanding shares of Preferred Stock tendered by the holder and exchanged pursuant to the Offer. The Offer is
made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, originally dated June 23, 2025, and
as amended thereafter (the “Prospectus/Offer to Exchange”), a copy of which is filed with the Schedule TO as Exhibit (a)(1)(A),
and in the related Letter of Transmittal and Consent, a copy of which is filed with the Schedule TO as Exhibit (a)(1)(B).
Concurrently
with the Offer, we are also soliciting consents (the “Consent Solicitation”) from the Preferred Stock Holders (the “Consent
Preferred Shares”) to amend the Certificate which governs the Preferred Stock (the “Preferred Stock Amendment”), to
permit the Company the option to require that all shares of Exchange Preferred (as defined below) that are outstanding upon the closing
of the Offer be converted into that number of shares of Common Stock equal to the quotient of (i) the sum of (a) the Liquidation Preference
(as defined in the Certificate of Designations (defined below)) and (b) the Accrued Dividends (as defined in the Certificate of Designations)
if not otherwise paid by the Company, that would have accrued through August 10, 2027 (the “Exchanged Value”), divided by
the Conversion Price (as defined in the Certificate of Designations, as such term will be amended by the Preferred Stock Amendment, which
is a ratio 11.3% less than the exchange ratio applicable to the Offer, in accordance with the Preferred Stock Amendment (as defined below).
Pursuant to the terms of the Certificate of Designations, certain amendments, including the Preferred Stock Amendment, require the vote
or written consent of holders of at least a majority of the then outstanding shares of Preferred Stock (the “Consent Threshold”).
On
July 11, 2025, the Company filed an amendment to its Registration Statement on Form S4 relating to the Offer and Consent Solicitation,
This Amendment No. 1 is being filed to replace the Prospectus/Offer to Exchange which was attached as Exhibit (a)(1)(i) to the original
Schedule TO filed on June 23, 2025.
This
Amendment No. 1 shall be read together with the Schedule TO. Except as specifically provided herein, this Amendment No. 1 does not modify
any of the information previously reported on the Schedule TO.
Item
12. Exhibits.
Item
12(a) of the Schedule TO is hereby amended by replacing Exhibit (a)(1)(A) with the following exhibit:
(a)
Exhibits.
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Incorporated
by Reference |
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| Exhibit
No. |
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Description |
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Schedule/Form |
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File
Number |
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Exhibits |
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Filing
Date |
| (a)(l)(A) |
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Prospectus/Offer to Exchange. |
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Form
S-4/A |
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333-288250 |
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— |
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July
11, 2025 |
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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TRISALUS
LIFE SCIENCES, INC. |
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By: |
/s/
Mary Szela |
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Mary
Szela |
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Chief
Executive Officer |
Dated:
July 15, 2025
