UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 2, 2023
MedTech Acquisition Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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001-39813 |
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85-3009869 |
(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
48
Maple Avenue,
Greenwich, CT |
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06830 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (908) 391-1288
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 obligation to the registrant under
any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
Units, each consisting of one share of Class A common stock and one-third of one Redeemable Warrant |
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MTACU |
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The Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
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MTAC |
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The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share |
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MTACW |
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The Nasdaq Stock Market LLC |
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 8.01 Other Events.
As previously reported,
on November 11, 2022, MedTech Acquisition Corporation, a Delaware corporation (“MTAC” or the “Company”), entered
into an Agreement and Plan of Merger (as amended, 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’
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.” In connection with the Business Combination, MTAC filed a registration statement on Form S-4 (File No. 333-269138)
(as amended, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). On July
18, 2023, the Registration Statement was declared effective by the SEC and on July 18, 2023, MTAC filed a Definitive Proxy Statement/Prospectus
(the “Definitive Proxy Statement/Prospectus”) relating to MTAC’s special meeting (the “Special Meeting”)
scheduled to be held on August 2, 2023, to among other things, obtain the approvals required to consummate the Business Combination.
Since the filing of the
Definitive Proxy Statement/Prospectus, TriSalus received written responses from the U.S. Food and Drug Administration (“FDA”)
in reference to a Type B meeting request for TriSalus’ PERIO-01 clinical program. MTAC is including in this Current Report on Form
8-K certain supplemental disclosures that amend and supplement the Definitive Proxy Statement/Prospectus in connection with such written
responses.
SUPPLEMENT TO DEFINITIVE
PROXY STATEMENT/PROSPECTUS
This supplemental information should be
read in conjunction with the Definitive Proxy Statement/Prospectus, which should be read in its entirety and is available free of charge
on the Internet site maintained by the SEC at http://www.sec.gov. The supplemental information below supplements and updates the information
set forth in the section entitled “TriSalus’ Business” in the Definitive Proxy Statement/Prospectus. Defined terms used
but not defined herein have the meanings set forth in the Definitive Proxy Statement/Prospectus. To the extent the following information
differs from or conflicts with the information contained in the Definitive Proxy Statement/Prospectus, the information set forth below
shall be deemed to supersede the respective information in the Definitive Proxy Statement/Prospectus.
On July 31, 2023, TriSalus
received written responses (“FDA Responses”) from the FDA in reference to a Type B meeting request for TriSalus’ PERIO-01
clinical program. The FDA acknowledged that preliminary data from the PERIO-01 program suggests a tolerable safety profile of SD-101 delivered
by TriSalus’ pressure-enabled drug delivery (“PEDD”) method in combination with systemic checkpoint inhibition in metastatic
uveal melanoma patients, and that there were no concerns raised with respect to delivery of SD-101 via PEDD with the TriNav device. The
FDA has asked for additional exploration of the optimal SD-101 dose, in a smaller study prior to proceeding with a registrational trial.
TriSalus currently expects to have Phase 1 more mature efficacy data at the multiple SD-101 doses for its PERIO-01 clinical trial in the
second half of 2023. Based on the FDA’s feedback, TriSalus will move forward with a 40-50 patient study to generate additional efficacy
data to determine the optimal SD-101 dose for the PERIO-01 program. TriSalus plans to initiate the Phase 2 trial for its PERIO-01 program
to generate the additional efficacy and dose optimization data in 2023; however, the initiation and timing of such Phase 2 trials and
related data milestones are subject to change and dependent on multiple factors, including interactions with regulatory authorities, enrollment
rates, and external events which may impact operations at clinical sites. As a further result of the FDA Responses, TriSalus anticipates
that a potential new drug application submission with respect to SD-101 in uveal melanoma with liver metastases is likely to occur beyond
2025, pending Phase 2 efficacy and dose optimization data.
In connection with its
development plan for hepatocellular carcinoma (“HCC”), TriSalus is also considering a separate study for advanced second
line and beyond HCC with SD-101 in combination with Y90 radioembolization. HCC study prioritization will be based on data expected to
be available in the second half of 2023.
Special Meeting
As previously reported, the Special Meeting is
scheduled to be held at 11:00 a.m. Eastern Time, on August 2, 2023, which will be conducted exclusively over the Internet by means of
a live video webcast, which can be accessed by visiting https://www.cstproxy.com/medtechacquisition/sm2023,
unless the Special Meeting is adjourned. The purpose of the Special Meeting is to vote on certain proposals related to the Merger Agreement
and the proposed Business Combination. All information about the Special Meeting, including the Definitive Proxy Statement/Prospectus,
is available at https://www.cstproxy.com/medtechacquisition/sm2023.
Additional Information
In connection with the Merger Agreement and the
proposed Business Combination, the Company filed the Registration Statement with the SEC, which includes a proxy statement/prospectus
of the Company that will be both the proxy statement to be distributed to holders of the common stock in connection with its solicitation
of proxies for the vote by the Company’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. On July 17, 2023, MTAC mailed the Definitive Proxy Statement/Prospectus to the MTAC stockholders as of the close of business
on July 3, 2023, which is the record date established in connection with MTAC’s solicitation of proxies for the vote on the Business
Combination and related matters to be presented at the Special Meeting. The Company’s stockholders and other interested persons
are advised to carefully read the Definitive Proxy Statement/Prospectus, any amendments or supplements thereto, as well as any other documents
filed with the SEC because they will contain important information about MTAC, TriSalus and the Business Combination. The Company’s
stockholders and other interested persons may obtain free copies of the Definitive Proxy Statement/Prospectus and other documents filed
with the SEC by MTAC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the
SEC by the Company can be obtained free of charge by directing a written request to MedTech Acquisition Corporation at 48 Maple Avenue,
Greenwich, CT 06830.
Participation in Solicitation
The Company and TriSalus and their respective directors
and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company’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 the Company’s directors and officers in the Company’s filings with the SEC, including
the Company’s registration statement on Form S-1, which was originally filed with the SEC on November 30, 2020, as amended,
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 22,
2023, and the Definitive Proxy Statement/Prospectus. To the extent that holdings of the Company’s securities have changed from the
amounts reported in the Definitive Proxy Statement/Prospectus, 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 the Company’s stockholders in connection with the Business Combination are included in the Definitive
Proxy Statement/Prospectus. Investors and security holders of the Company and TriSalus are urged to carefully read in their entirety the
Definitive 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 Definitive Proxy Statement/Prospectus and other documents containing important information about the Company
and TriSalus through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company 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 the Company’s or TriSalus’ expectations, hopes, beliefs, assumptions, intentions or strategies regarding the
future including, without limitation, statements regarding the anticipated timing of the Special Meeting and the completion of the Business
Combination. These forward-looking statements generally are identified by words such as “intend,” “may,” “plan,”
“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 the Company’s and TriSalus’ 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 the Company’s securities; (ii) the risk that the Business Combination may not be completed by the Company’s
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 the Company, the satisfaction of the minimum cash amount following any redemptions
by the Company’s public stockholders, and the receipt of certain governmental and regulatory approvals; (iv) the lack of a
third-party valuation in determining whether or not to pursue the Business Combination on the terms set forth in the Merger Agreement;
(v) the failure to satisfy the conditions to the consummation of the private placement of a to-be-authorized class of preferred stock,
par value $0.0001 per share, that will be designated as Series A Convertible Stock to close concurrently with the Business Combination
and the resulting impact on the amount of capital available to the Company at the potential closing of the Business Combination; (vi) the
occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vii) the
receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the Business Combination;
(viii) the effect of the announcement or pendency of the Business Combination on TriSalus’ business relationships, operating
results and business generally; (ix) the risk that the Business Combination disrupts current plans and operations of TriSalus; (x) the
outcome of any legal proceedings that may be instituted against TriSalus or the Company related to the Merger Agreement or the Business
Combination; (xi) the ability to maintain the listing of the Company’s securities on the Nasdaq; (xii) changes in business,
market, financial, political and legal conditions; (xiii) unfavorable changes in the reimbursement environment for TriSalus’
products; (xiv) the ability of the Company or the combined company to raise additional financing in connection with the Business
Combination or to finance its operations in the future; (xv) the ability to implement business plans, forecasts and other expectations
after the completion of the Business Combination, and identify and realize additional opportunities; (xvi) TriSalus’ expectations
for the timing and results of data from clinical trials and regulatory approval applications; (xvii) costs related to the Business
Combination; (xviii) 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; and (xix) other risks and uncertainties
indicated from time to time in the Registration Statement, including those under the “Risk Factors” section therein and in
the Company’s other filings with the SEC. The foregoing list of factors is not exclusive.
The Company’s
other SEC 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 the Company, 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 the Company, TriSalus, or any of their respective representatives gives any assurance
that either the Company 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 Securities Act.
SIGNATURE
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.
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MedTech Acquisition Corporation |
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Dated: August 2, 2023 |
By: |
/s/ Christopher C. Dewey |
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Name: |
Christopher C. Dewey |
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Title: |
Chief Executive Officer |
MedTech Acquisition (NASDAQ:MTACU)
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