Filed pursuant to Rule 424(b)(3)
Registration No. 333-274292
PROSPECTUS SUPPLEMENT NO. 1
(To the Prospectus Dated December 26, 2023)
Up to 13,215,112 Shares of Common Stock Issuable
Upon Exercise of Warrants
Up to 36,772,040 Shares of Common Stock
and
Up to 5,933,333 Warrants to Purchase
Common Stock
This prospectus supplement supplements the prospectus dated December
26, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-274292), as amended.
This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in
the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 25, 2024 (the “Current Report”).
Accordingly, we have attached the Current Report to this prospectus supplement.
You should read this prospectus supplement in conjunction with the
Prospectus, including any amendments or supplements to it. This prospectus supplement is not complete without, and may not be delivered
or used except in conjunction with, the Prospectus, including any amendments or supplements to it. This prospectus supplement is qualified
by reference to the Prospectus, except to the extent that the information provided by this prospectus supplement supersedes information
contained in the Prospectus. You should not assume that the information provided in this prospectus supplement, the Prospectus or any
prior prospectus supplement is accurate as of any date other than their respective dates. Neither the delivery of this prospectus supplement,
the Prospectus, or any prior prospectus supplement, nor any sale made hereunder or thereunder, shall under any circumstances create any
implication that there has been no change in our affairs since the date of this prospectus supplement, or that the information contained
in this prospectus supplement, the Prospectus or any prior prospectus supplement is correct as of any time after the date of that information.
Our Common Stock and Public Warrants are listed on the Nasdaq Global
Market under the ticker symbols “TLSI” and “TLSIW,” respectively. On January 23, 2024, the last reported sales
price of our Common Stock was $9.22 per share and the last reported sales price of our Public Warrants was $1.05 per warrant.
We are an “emerging growth company” as defined under U.S.
federal securities laws and, as such, have elected to comply with reduced public company reporting requirements.
This
prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered
or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should
be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus
supplement, you should rely on the information in this prospectus supplement.
Investing in our securities involves a high degree of risk. You
should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 7 of
the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus supplement. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is January
25, 2024.
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):
January 24, 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)
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:
| ¨ | 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 Act:
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 Directors; Compensatory Arrangements of Certain Officers.
Grant of Stock Option
On January 24, 2024, the Board of Directors of TriSalus Life Sciences,
Inc. (the “Company”) granted Sean Murphy, the Company’s Chief Financial Officer, an option to purchase 125,000 shares
of the Company’s common stock (the “Option”) in accordance with the Company’s 2023 Equity Incentive Plan. The
Option has an exercise price per share of $9.28 and will vest as to 25% of the shares on the one-year anniversary of the grant date with
the remaining shares vesting in 36 equal monthly installments thereafter subject to Mr. Murphy’s continuous service through each
vesting date. The Option was granted in recognition of Mr. Murphy’s performance in 2023.
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/ Mary Szela |
|
|
Mary Szela |
|
|
Chief Executive Officer |
Dated: January 25, 2024
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