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Item 9A. Controls and Procedures

2023-03-22 compared with 2022-03-03 · 506 added, 388 removed, 699 unchanged (56% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments.

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial statements included in this Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

Management has identified a material weakness in internal controls related to the accounting for complex financial instruments.

While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Management’s Report on Internal Controls over Financial Reporting

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the period covered by this Report.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Controls over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements.

preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2021.

Management has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2022.

This Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2021, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes to our internal control over financial reporting during the fiscal year ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

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The experience of our directors and executive officers is as follows:

Karim Karti has served as Chairman of our board of directors since December 2020.

Karti has also been a director of Rockley Photonics (NYSE:

RKLY) since August 2021.

Karti began serving as Chief Executive Officer of SchemaView, Inc., which operates as RapidAI, in January 2022 and has been a director of Rockley Photonics (NYSE:

RKLY) since August 2021.

Karim Karti has served as Chairman of our Board since December 2020.

Karti is currently a director and the Chief Executive Officer of iSchemaView, Inc., which operates as RapidAI, an AI digital healthcare company, since January 2022.

Karti is a highly experienced healthcare executive.

Karti was a director of Rockley Photonics (NYSE:

RKLY) from August 2021 to March 2023.

He was the Chief Operating Officer of iRhythm Technologies, Inc.

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PG) in Brand Management in 1993.

He has served on the board of directors of Braid Health, Inc.

since February 2021.

He received his undergraduate degree from Ecole Centrale de Lyon and completed the entrepreneurship program at Ecole Superieure de Commerce de Lyon in 1992.

Our Board has determined that Mr.

Karti’s significant experience as a public company healthcare executive qualifies him to serve as a member of our board of directors.

Karti’s significant experience as a public company healthcare executive qualifies him to serve as a member of our Board.

Christopher C.

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(“MAKO”), a transformational robotic surgical company, where he served on the board from its founding in 2004 until its $1.65 billion sale to Stryker Corporation in 2013 and held positions on the audit and compensation committees.

He has been a founding investor and/or board member of many medical technology startups, including:

He was or has been a founding investor and/or board member of many medical technology startups, including:

Auris Surgical Robotics, Inc.

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(board member from 2011 to present), Heru, Inc.

(board observer from 2019 to present), Cephea Valve Technologies, Inc.

(board observer from 2019 to 2023), Cephea Valve Technologies, Inc.

(board member from 2013 to 2019), GI Windows Corp., HistoSonics, Inc., Magic Leap, Inc., Memic Innovative Surgery, Inc.

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Our Board has determined that Mr.

Dewey’s experience as director of medical technology companies, including public company experience, qualifies him to serve as a member of our board of directors.

experience as director of medical technology companies, including public company experience, qualifies him to serve as a member of our Board.

Matlin has served as our Chief Financial Officer and director since September 2020.

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and its operating joint venture affiliates that managed non-distressed credit strategies, from 2015 to 2018.

In 2017, MatlinPatterson began winding down its investment activities and its various funds began to return the investment proceeds to their respective investors.

In conjunction with this wind-down process and to protect their investors from foreign litigation, two of the MatlinPatterson funds (Matlin Global Opportunities Partners II L.P.

and Matlin Global Opportunities Partners (Cayman) II L.P.) that had been unable to settle foreign litigation, filed, along with MatlinPatterson, voluntary petitions for relief under Chapter 11 of the U.S.

Bankruptcy Code in July 2021.

Prior to forming MatlinPatterson, Mr.

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He began his career as a securities analyst at Halcyon Investments from 1986 to 1988.

Matlin also serves on the board of directors of US Well Services Inc.

Until its November 2022 sale, Mr.

Matlin also served on the board of directors of US Well Services Inc.

USWS) (formerly Matlin & Partners Acquisition Corporation) and was Chief Executive Officer and Chairman of the company prior to its business combination with US Well Services LLC.

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Our Board has determined that Mr.

Matlin’s significant public company board experience qualifies him to serve as a member of our board of directors.

Matlin’s significant public company board experience qualifies him to serve as a member of our Board.

Weiss has served as our Chief Administrative Officer and Secretary since September 2020.

Weiss was General Counsel and a Partner of MatlinPatterson Global Advisers LLC and its affiliates from 2002 until 2020.

In 2017, MatlinPatterson began winding down its investment activities and its various funds began to return the investment proceeds to their respective investors.

In conjunction with this wind-down process and to protect their investors from foreign litigation, two of the MatlinPatterson funds (Matlin Global Opportunities Partners II L.P.

Bankruptcy Code in July 2021.

Prior to joining MatlinPatterson in 2002, Mr.

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Weiss holds a JD degree from Hofstra Law School and an AB cum laude in Political Science from Vassar College.

Ivan Delevic has served as our director since December 2020.

He brings a wealth of medical device industry experience from his 25 years with Johnson & Johnson (NYSE:

JNJ), GE Healthcare, and MAKO, a transformational robotic surgical company, where he served as Senior Vice President of Corporate Development from 2009 until its $1.65 billion sale to Stryker Corporation in 2013.

Delevic served as the Chief Executive Officer and President of OrthoSensor, Inc., a leader in orthopedic sensor technologies, from

October 2014 and a director of the board of directors of OrthoSensor, Inc.

from 2015 until the company was sold to Stryker Corporation in December 2020.

He previously served in several capacities at GE Healthcare from 1996 to 2007, including General Manager of Molecular Imaging EMEA, Global Marketing and Sales VP for Surgical Navigation.

Delevic holds board positions at several medical device and healthcare companies, including:

DermaSensor Inc.

(since 2015), Pristine Surgical Corp.

(since 2017) and EnMovi Ltd.

(from 2019 through January 2021), and was a director of INSIGHTEC Ltd.

from January 2015 to January 2021.

He served as a consultant to INSIGHTEC Ltd.

from November 2020 until January 2021 when he became INSIGHTEC’s Senior Vice President of Strategic Marketing and Business Development.

Delevic holds an MBA from the Technical University of Budapest through a joint program with Herriot-Watt University and a M.Sc.

in Electrical Engineering from the Technical University of Budapest.

Our board has determined that Mr.

Delevic’s experience serving on boards of medical device companies qualifies him to serve as a member our board of directors.

Roche, MD has served as our director since December 2020.

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and served as its Chief Medical Officer and director from 2008 until the sale of the company to Stryker Corporation in December 2020.

Since 2022, Dr.

Roche has served as a director of Plasmapp USA, a subsidiary of Plasmapp Co.

Ltd., a company specializing in plasma technologies that is publicly traded on the Korean KOSDAQ.

He is a consultant to Stryker Orthopedics and Pristine Surgical, LLC.

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Our Board has determined that Dr.

Roche’s expertise in the medical technology field and director experience qualifies him to serve as a member of our board of directors.

Roche’s expertise in the medical technology field and director experience qualifies him to serve as a member of our Board.

Thierry Thaure has served as our director since March 2021.

Thaure has over 35 years of experience in medical device technology as an entrepreneur, senior executive and director.

Since 2019, Mr.

Thaure has been Chief Executive Officer and a Director of Triflo Cardiovascular, Inc., a company that is developing a technology for the treatment of tricuspid regurgitation.

Since May 2020, Mr.

Thaure has served on the board of GT Metabolic Solutions, Inc., a company that is developing a technology for bariatric surgery.

Since October 2021, Mr.

Thaure has also served as the Chief Executive Officer of GT Metabolic Solutions, Inc.

Previously, Mr.

Thaure was Chief Executive Officer and a Director of Triflo Cardiovascular, Inc., a company that is developing a technology for the treatment of tricuspid regurgitation from 2019 to October 2021.

From 2012 to 2019, he was co-Founder and Chief Executive Officer of Cephea Valve Technologies, Inc., a company that developed a percutaneous mitral valve replacement technology and was purchased by Abbott Laboratories in 2019.

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from 2001 to 2012, Aquyre Bioscience Inc.

since 2019, and FlexDex Inc from 2019 to 2020 and has served on the board of GT Metabolic Solutions, Inc.

since May 2020.

since 2019, and FlexDex Inc from 2019 to 2020.

Thaure holds a B.S.

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Our Board has determined that Mr.

Thaure’s experience as a director of medical technology companies, including public company experience, qualifies him to serve as a member of our board of directors.

Thaure’s experience as a director of medical technology companies, including public company experience, qualifies him to serve as a member of our Board.

Manuel Aguero has served as our director since April 2021.

Aguero has over 38 years of experience in the healthcare industry, including seven years at Johnson & Johnson’s Surgikos division (1984 to 1990) where he held positions of increasing responsibility including sales, marketing, and management, rising from a territorial sales position to becoming Director of Sales Training.

Aguero co-founded and has been President of QMed Corporation, a medical device distribution company since its inception in 1990.

Aguero was President of QMed Corporation, a medical device distribution company from its inception in 1990 to 2021 and has served as Co-Founder since 2021.

He also has served on the board of its affiliate, Phoenix Healthcare Solutions, a leading medical manufacturing company, since 2012.

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Our Board has determined that Mr.

Aguero’s experience as a director of medical technology companies qualifies him to serve as a member of our board of directors.

Aguero’s experience as a director of medical technology companies qualifies him to serve as a member of our Board.

Treadwell has served as our director since April 2021.

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He has also served on the boards of Flagstar Bank, Inc.

FBC), a $27 billion regional bank, since 2009 and U.S.

FBC), a $27 billion regional bank, since 2009.

With the merger of Flagstar and New York Community Bank (NYSE:

NYCB), he now serves on the board of NYCB.

Until its sale in November 2022, Mr.

Treadwell served on the board of U.S.

Well Services, Inc.

USWS) (formerly known as Matlin & Partners Acquisition

Corporation prior to its merger with U.S.

USWS) (formerly known as Matlin & Partners Acquisition Corporation prior to its merger with U.S.

Well Services LLC), a high-pressure hydraulic fracturing supplier, since 2018.

Treadwell also serves as Chairman of Tweddle Group, a provider of automotive owner manuals/information, since September 2018;

and Chairman of AGY, LLC, a producer of high-tech glass fiber for a variety of global applications, since July 2013.

Until its sale in December 2021, Mr.

Treadwell also served as Chairman of Tweddle Group, a provider of automotive owner manuals/information, since September 2018;

and served as Chairman of AGY, LLC, a producer of high-tech glass fiber for a variety of global applications, from July 2013 through December 2022.

Treadwell has served on the boards of several other public and private companies.

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Our Board has determined that Mr.

Treadwell’s public company board experience qualifies him to serve as a member of our board of directors.

Treadwell’s public company board experience qualifies him to serve as a member of our Board.

Special Advisor

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Stansky was an analyst and portfolio manager at Wellington Management Company.

In his personal capacity, as well as at Tudor Investment Corporation, he has been an early stage or crossover investor and/or served on the boards of directors of several healthcare companies, including ShockWave Medical, Inc., MAKO, TransMedix Group (Nasdaq:

TMDX) and Healtheon (now WebMD).

He served as Chairman of OrthoSensor, Inc.

Chairman of OrthoSensor, Inc.

until the company was acquired by Stryker Corporation in December 2020 and has served on the board of INSIGHTEC Ltd.

since November 2018.

Stansky also served on the Investment Committee of Leerink Revelation Healthcare Fund from 2016 to 2021.

He holds a B.A.

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Number and Terms of Office of Officers and Directors

We have eight directors.

We have seven directors.

Our board of directors is divided into two classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a two-year term.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one full year after our first fiscal year end following our listing on Nasdaq.

In accordance with Nasdaq corporate governance requirements, we were required to hold an annual meeting one full year after our first fiscal year end following our listing on Nasdaq.

The Extension Special Meeting on December 12, 2022 was held in lieu of our first annual meeting of stockholders.

The term of office of the first class of directors, consisting of Messrs.

Karti, Roche, Thaure and Aguero will expire at our first annual meeting of stockholders.

Karti, Roche, Thaure and Aguero, who were elected at the Extension Special Meeting, will expire at our third annual meeting of stockholders.

The term of office of the second class of directors, consisting of Messrs.

Delevic, Matlin, Treadwell and Dewey, will expire at the second annual meeting of stockholders.

Matlin, Treadwell and Dewey, will expire at the second annual meeting of stockholders.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

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Audit Committee

We have established an audit committee of our board of directors.

Delevic, Karti and Aguero serve as members of our audit committee, and Mr.

Delevic chairs the audit committee.

We have established an audit committee of our board of directors and Mr.

Aguero chairs the audit committee.

Thaure, Karti and Aguero serve as members of our audit committee.

Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

Each of Messrs.

Delevic Karti, and Aguero meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Thaure, Karti, and Aguero meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Mr.

Delevic qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Thaure qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

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● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, other than the amount payable to our sponsor of $10,000 per month for office space, utilities and secretarial and administrative support, reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

Notwithstanding the foregoing, other than the amount payable to our sponsor of $10,000 per month for office space, utilities and secretarial and administrative support, reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, has been or will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

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We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

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Executive Compensation

Compensation Discussion and Analysis

None of our officers has received any cash compensation for services rendered to us.

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Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Other than as set forth elsewhere in this Report, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our officers and directors or their respective affiliates prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

Other than as set forth elsewhere in this Report, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, has been or will be paid by us to our officers and directors or their respective affiliates prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

We do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business.

We do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses

by a target business.

Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

Any such payments prior to an initial business combination are made using funds held outside the trust account.

Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer documents furnished to our stockholders in connection with a proposed initial business combination.

For example, the compensation of the two directors of the combined company that will be designated by the Company is disclosed in the TriSalus Registration Statement.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

Any compensation to be paid to the officers of the post-combination business will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors (as is anticipated for the combined company in the TriSalus Business Combination) or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

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We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

The compensation committee has reviewed and discussed this Compensation Discussion and Analysis with management and, based upon its review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Report.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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MedTech Acquisition Sponsor LLC (3)

BlackRock, Inc.

Hartree Partners, LP (5)

Wellington Management Group LLP (6)

Magnetar Financial LLC (7)

Magnetar Funds and Managed Account (4)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o MedTech Acquisition Corporation, 48 Maple Avenue, Greenwich, CT 06830.

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Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

The business address of BlackRock, Inc.

is 55 East 52 nd Street, New York, NY 10055.

The business address of Hartree Partners, LP is 1185 Avenue of the Americas, New York, NY 10036.

These securities are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management Group LLP.

Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities.

No such client is known to have such right or power with respect to more than 5% of this class of securities.

Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP are reported to have shared voting control over 1,944,665 shares and shared dispositive control over 1,954,565 shares.

The business address of each of these entities is c/o Willington Management Company LLP, 280 Congress Street, Boston, MA 02210.

These securities are held for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Constellation Fund II, Ltd (“Constellation Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Magnetar Capital Master Fund Ltd, (“Master Fund”), Magnetar Systematic Multi-Strategy Master Fund Ltd (“Systematic Master Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Fund”), all Cayman Islands exempted companies;

According to a Schedule 13D/A filed with the SEC on February 9, 2022, these securities are held by Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Constellation Fund II, Ltd (“Constellation Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Fund”), all Cayman Islands exempted companies;

Magnetar Structured Credit Fund, LP, (“Structured Credit Fund”) and Magnetar Constellation Fund II-PRA LP (“PRA LP”), Delaware limited partnerships;

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The manager of Supernova Management is Alec N.

The business address of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr.

Litowitz is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

The business address of the Magnetar Funds and Managed Account is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Securities Authorized for Issuance under Equity Compensation Table

Changes in Control

For more information on the TriSalus Business Combination, please see “Item 1.

Certain Relationships and Related Transactions, and Director Independence .

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On December 22, 2020, simultaneously with the closing of our initial public offering, our sponsor purchased an aggregate of 4,933,333 private placement warrants for a purchase price of $1.50 per warrant.

Our sponsor’s interest in this transaction is valued at $7,400,000.

Our sponsor’s interest in such transaction was valued at $7,400,000.

Each private placement warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share.

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Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Notwithstanding the foregoing, as indicated above, other than the amount payable to our sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support, reimbursement of expenses, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our officers and directors or any of their affiliates, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is).

Notwithstanding the foregoing, as indicated above, other than the amount payable to our sponsor of $10,000 per month, for office space, utilities and secretarial and administrative support, reimbursement of expenses, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, has been or will be paid by us to our officers and directors or any of their affiliates, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is).

Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or our or any of their affiliates and determines which expenses and the amount of expenses that are reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

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After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the proxy solicitation materials or tender offer documents, as applicable, furnished to our stockholders.

For example, the compensation of the two directors of the combined company that will be designated by the Company, once identified, will be disclosed in the TriSalus Registration Statement.

It is unlikely the amount of such compensation will be known at the time of distribution of such proxy solicitation materials or tender offer documents, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

On December 17, 2020, we entered into a registration rights agreement with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the shares of Class A common stock issuable upon exercise of the foregoing and upon conversion of the founder shares.

On December 30, 2021, we issued an unsecured promissory note in the principal amount of $544,000 (the “2021 Promissory Note”) to our sponsor.

On December 30, 2021, we issued the 2021 Promissory Note in the principal amount of $544,000 (the to our sponsor.

The 2021 Promissory Note does not bear interest and matures upon closing of our initial business combination.

The proceeds of the 2021 Promissory Note will be used for working capital purposes.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the 2021 Promissory Note, a copy of which is filed with this Report as Exhibit 10.6 and is incorporated herein by reference.

On January 28, 2022, the Company issued an unsecured promissory note in principal amount of up to $400,000 to the Sponsor (the “2022 Promissory Note”), of which $75,000 was funded by the sponsor upon execution thereof.

The 2022 Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination.

The proceeds of the 2021 Promissory Note have been used for working capital purposes.

On January 28, 2022, we issued the 2022 Promissory Note I in the principal amount of up to $400,000 to the sponsor, of which $75,000 was funded by the sponsor upon execution thereof.

The 2022 Promissory Note I does not bear interest and matures upon closing of the our initial business combination.

On May 24, 2022, we issued the 2022 Convertible Promissory Note in the principal amount of up to $1,500,000 to the sponsor for working capital requirements and payment of certain expenses in connection its initial business combination.

The 2022 Convertible Promissory Note is non-interest bearing and matures upon the closing of a business combination (in which case we will repay the 2022 Convertible Promissory Note note out of the proceeds of the trust account released to us) or upon our liquidation (in which case we may only repay the note out of working capital funds held outside the trust account).

At the election of the sponsor, all or a portion of the unpaid principal amount of the 2022 Convertible Promissory Note may be converted into that number of warrants, each exercisable for one share of Class A common stock at a price of $1.50 per warrant.

On November 11, 2022 and in connection with the entry into the TriSalus Merger Agreement, we, TriSalus and Magnetar entered into a non-binding term sheet concerning Magnetar Convertible Notes, which provides for the sale and issuance by us of up to $50,000,000 of 8.0% senior secured convertible notes concurrent with the closing of the TriSalus Business Combination.

The term sheet, which grants Magnetar the exclusive right to negotiate the foregoing proposed debt financing, provides for us to issue $25,000,000 or $50,000,000 of such Magnetar Convertible Notes at the Closing, and grants Magnetar the option to purchase the same principal amount of purchased Magnetar Convertible Notes during the two-year period following the Closing (resulting in the potential issuance of up to $100,000,000 of such Magnetar Convertible Notes).

The Magnetar Convertible Notes would have a three-year maturity and would be convertible into shares of our common stock at an initial conversion price of $10.00 per share, with conversion price resets and certain anti-dilution rights, with the conversion feature subject to certain ownership limitations.

Other than exclusivity and certain expense reimbursement and indemnity obligations of the Company and TriSalus, the term sheet is non-binding on each of the parties thereto, and the parties’ obligations to consummate the transactions contemplated therein are subject in all respects to the completion of Magnetar’s due diligence process, the negotiation and execution of definitive transaction documents to Magnetar’s satisfaction, and the satisfaction of certain other conditions (including, but not limited to, TriSalus obtaining or securing certain temporary or permanent reimbursement codes for its TriNav Infusion System by January 31, 2023).

On December 29, 2022, the Consolidated Appropriations Act of 2023 (H.R.

2617) was signed into law and includes an extension to the TPT payment status for certain devices, including the

TriNav™ Infusion System, through December 31, 2023, which satisfied the foregoing condition.

Currently, the amount potentially subject to funding, subject in all respects to the completion of Magnetar’s due diligence process, the negotiation and execution of definitive transaction documents to Magnetar’s satisfaction, and the satisfaction of certain other conditions, is $25 million.

Based upon information set forth in a Schedule 13D/A filed on February 9, 2023, Magnetar Financial LLC, an affiliate of Magnetar, collectively owned with its affiliates an aggregate of 1,145,833 shares of Class A common stock, which represents 58.7% of the Company’s issued and outstanding Class A common stock following the Extension Special Meeting.

In addition, on December 16, 2022, we issued the unsecured the 2022 Promissory Note III in the principal amount of up to $1,000,000 to the sponsor for working capital purposes, which may be drawn down from time to time upon our request.

The 2022 Promissory Note III does not bear interest and the principal amount will not be payable if we fail to complete our initial business combination within the Combination Period.

On December 16, 2022, we issued the 2022 Extension Note in the principal amount of up to $468,821 to the sponsor pursuant to which the sponsor agreed to loan to us and deposit into the trust account the Extension Funds for the public shares that were not redeemed in connection with the Extension.

The 2022 Extension Note is non-interest bearing and matures upon the closing of our initial business combination.

Beginning on December 23, 2022, we began depositing $0.04 per share into the trust account for each month or portion thereof, that is needed by us to complete an initial business combination until June 22, 2023 or such earlier date as determined by the Board.

In March 2023, we and the sponsor engaged Ceros to render certain advisory and placement services to us.

Pursuant to such engagement, the sponsor (and not us) would be solely responsible for any and all fees and expenses payable to Ceros, if any, that would arise or accrue prior to, or in connection with, the closing of an initial business combination.

For more information on the agreements entered into in connection with the TriSalus Business Combination, including the names of the agreements involving related parties, such as the sponsor, officers or directors, please see “Item 1.

Director Independence

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Our board of directors has determined that Messrs.

Karti, Delevic, Roche, Aguero, Thaure and Treadwell are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules.

Karti, Roche, Aguero, Thaure and Treadwell are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules.

Principal Accounting Fees and Services.

The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to Withum for services rendered.

For the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020, fees for our independent registered public accounting firm were $153,985 and $77,765, respectively, for the services Withum performed in connection with our Initial Public Offering, review of the financial information included in our Forms 10-Q for the respective periods and the audit of our December 31, 2021 and 2020 financial statements included in this Report on.

The following is a summary of fees paid or to be paid to Withum, for services rendered.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2022 and 2021 totaled approximately $163,800 and $153,985, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.

For the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

We were billed $5,665 and $5,870 for the preparation of tax returns by Withum for the year ended December 31, 2021 and for the period from September 21, 2020 (inception) through December 31, 2020, respectively.

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not

required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Withum any audit-related fees for the years ended December 31, 2022 and 2021.

The amount we paid Withum for tax services, planning or advice for the years ended December 31, 2022 and 2021 totaled $8,840 and $5,665, respectively.

All Other Fees.

For the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above.

We did not pay Withum for any other services for the years ended December 31, 2022 and 2021.

Pre-Approval Policy

Our audit committee was formed upon the effectiveness of our Registration Statement.

Our audit committee was formed upon the effectiveness of our IPO Registration Statement.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statements and Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

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Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

(2) Financial Statements Schedule

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ deficit

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

(2) Financial Statements Schedules

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes beginning on F-1 on this Report.

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Financial Statements:

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations for the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020

Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020

Statements of Cash Flows for the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020

Notes to Financial Statements

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to the Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

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Opinion on the Financial Statements

We have audited the accompanying balance sheets of MedTech Acquisition Corporation (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and the period from September 11, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets of Medtech Acquisition Corporation (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by December 22, 2022 then the Company will cease all operations except for the purpose of liquidating.

As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by June 22, 2023 then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

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March 22, 2023

PCAOB ID Number 100

PCAOB Number 100

MEDTECH ACQUISITION CORPORATION

BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

Current assets

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Total current assets

Investments held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities – Accounts payable and accrued expenses

Cash and investments held in Trust Account

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accounts payable and accrued expenses

Due to stockholders

Income taxes payable

Extension Note

Promissory note – related party

Total current liabilities

Warrant liabilities

Convertible Promissory Note – related party

Deferred underwriting fee payable

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Commitments and Contingencies

Class A common stock subject to possible redemption, 25,000,000 shares at $ 10.00 per share redemption value as of December 31, 2021 and 2020

Class A common stock subject to possible redemption, 1,953,422 and 25,000,000 shares at $ 10.14 and $ 10.00 per share redemption value as of December 31, 2022 and 2021, respectively

STOCKHOLDERS' DEFICIT

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized, none issued and outstanding

Class A common stock, $ 0.0001 par value;

100,000,000 shares authorized, none issued and outstanding

Class B common stock, $ 0.0001 par value;

Preferred stock, par value $ 0.0001 per share;

1,000,000 shares authorized, none issued and outstanding as of December 31, 2022 and 2021

Class A common stock, par value $ 0.0001 per share;

100,000,000 shares authorized, none issued and outstanding as of December 31, 2022 and 2021

Class B common stock, par value $ 0.0001 per share;

10,000,000 shares authorized;

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( 16,717,103 )

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

The accompanying notes are an integral part of the financial statements.

TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of these consolidated financial statements.

MEDTECH ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

For the Period

from September

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended

General and administrative expenses

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( 2,746,125 )

Other income (loss):

( 3,040,714 )

Other income:

Change in fair value of warrant liabilities

Transaction Costs associated with the Initial Public Offering

Interest earned on marketable securities held in Trust Account

Total other income (loss), net

Net income (loss)

Interest earned on cash and investments held in Trust Account

Total other income

Income before provision for income taxes

Provision for income taxes

Weighted average shares outstanding of Class A common stock

Basic and diluted net income (loss) per share, Class A

Basic and diluted net income per share, Class A common stock

Weighted average shares outstanding of Class B common stock

Basic and diluted net income (loss) per share, Class B

The accompanying notes are an integral part of the financial statements.

Basic and diluted net income per share, Class B common stock

The accompanying notes are an integral part of these consolidated financial statements.

MEDTECH ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Stockholders’

Balance — September 11, 2020 (Inception)

Issuance of Class B common stock to initial stockholders

Proceeds received in excess of fair value of Private Placement Warrants

Forfeiture of Founder Shares

Accretion for Class A common stock to redemption amount

( 1,948,375 )

Balance — January 1, 2021

( 21,485,011 )

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( 16,717,103 )

Investment pursuant to business combination agreement

Accretion for Class A common stock to redemption amount

( 2,088,562 )

( 2,171,303 )

Balance — December 31, 2022

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( 13,266,586 )

The accompanying notes are an integral part of the financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

MEDTECH ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

September 11,

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended December 31,

Cash Flows from Operating Activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Change in fair value of warrant liabilities

( 5,837,332 )

Transaction costs associated with the Initial Public Offering

Formation cost paid by sponsor in exchange for issuance of founder shares

Interest earned on marketable securities held in Trust Account

( 7,744,000 )

Interest earned on cash and investments held in Trust Account

( 3,018,726 )

Changes in operating assets and liabilities:

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Accounts payable and accrued expenses

Due to stockholders

Income taxes payable

Net cash used in operating activities

( 2,736,994 )

( 1,738,114 )

Cash Flows from Investing Activities:

Investment of cash into Trust Account

( 250,000,000 )

Cash withdrawn from Trust Account for franchise and income taxes

Net cash provided by (used in) investing activities

( 250,000,000 )

Cash withdrawn from Trust Account to pay franchise and income taxes

Cash withdrawn from Trust Account in connection with redemptions

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from issuance of Class B common stock to sponsor

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placements Warrants

Proceeds from promissory note

Proceeds from promissory note – related party

Repayment of promissory note - related party

Payment of offering costs

Net cash provided by financing activities

Proceeds from Convertible Promissory Note – related party

Extension capital contribution from TriSalus

Redemptions of Class A common stock

( 232,371,273 )

Net cash (used in) provided by financing activities

( 230,508,464 )

Net Change in Cash

( 1,134,114 )

Cash — Beginning of period

Cash — End of period

Non-cash investing and financing activities:

Offering costs paid through promissory note

Deferred underwriting fee payable

Cash – Beginning of year

Cash — End of year

Supplemental disclosure of cash flow information:

Cash paid for income taxes

The accompanying notes are an integral part of the financial statements.

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DECEMBER 31, 2022

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

MedTech Acquisition Corporation.

(the “Company”) was incorporated in Delaware on September 11, 2020.

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

MedTech Acquisition Corporation (the “Company”) was incorporated in Delaware on September 11, 2020.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

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The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company has one wholly-owned subsidiary that was created on November 9, 2022, MTAC Merger Sub, Inc, a Delaware corporation (“Merger Sub”).

As of December 31, 2022, the Company had not commenced any operations.

All activity from inception through December 31, 2021, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination and the proposed Merger with Memic as more fully described in Note 6.

All activity from inception through December 31, 2022, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination, including the terminated Memic Business Combination and the Merger Agreement with TriSalus (as defined and more fully described in Note 6).

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, held in the Trust Account.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering, held in the Trust Account.

The registration statements for the Company’s Initial Public Offering were declared effective on December 17, 2020.

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Following the closing of the Initial Public Offering on December 22, 2020, an amount of $ 250,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

Transaction costs amounted to $ 14,161,525 , consisting of $ 5,000,000 in cash underwriting fees, $ 8,750,000 of deferred underwriting fees and $ 411,525 of other offering costs.

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Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by December 22, 2022 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by June 22, 2023 (or such earlier date as determined by the board of directors of the Company (the “Board”)) and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The Company will have until December 22, 2022 to complete a Business Combination (the “Combination Period”).

If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Company will have until June 22, 2023 (or such earlier date as determined by the Board) to complete a Business Combination (the “Combination Period”).

If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and theBoard, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

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DECEMBER 31, 2022

On December 12, 2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders.

At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate its initial business combination from December 22, 2022 to June 22, 2023 (or such earlier date as determined by the Board).

The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on December 12, 2022.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.

As of December 31, 2021, the Company had $ 200,884 in its operating bank account and working capital deficit of $ 1,068,437 , which excludes $ 7,295 of franchise taxes payable that can be paid with the interest earned on the trust.

As of December 31, 2022, the Company had $ 153,563 in its operating bank account and working capital deficit of $ 2,114,252 , which excludes $ 27,854 of income taxes payable.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

On December 30, 2021, the company entered into a promissory note agreement with the Sponsor for $ 544,000 (Note 5).

As of December 31, 2021, there was $ 544,000 outstanding under the promissory note agreement.

On January 28, 2022, the Company issued an unsecured promissory note in principal amount of up to $ 400,000 to the Sponsor (the “2022 Promissory Note”), of which $ 75,000 was funded by the sponsor upon execution thereof.

The 2022 Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 22, 2022, to consummate a Business Combination.

On December 30, 2021, the Company issued an unsecured promissory note to the Sponsor in the principal amount of $ 544,000 (the “2021 Promissory Note”).

The 2021 Promissory Note, as described in Note 5, does not bear interest and matures upon closing of the Company’s initial Business Combination.

As of December 31, 2022 and 2021, there was $ 544,000 outstanding under the 2021 Promissory Note.

On January 28, 2022, the Company issued an unsecured promissory note in the principal amount of up to $ 400,000 to the Sponsor (the “2022 Promissory Note”).

The 2022 Promissory Note, as described in Note 5, does not bear interest and matures upon closing of the Company’s initial Business Combination.

As of December 31, 2022 and 2021, there was $ 400,000 and $ 0 outstanding under the 2022 Promissory Note, respectively.

On May 24, 2022, the Company issued the Convertible Promissory Note (as defined in Note 5) in the principal amount of up to $ 1,500,000 to the Sponsor.

As of December 31, 2022 and 2021, there were amounts of $ 1,341,000 and $ 0 outstanding under the Convertible Promissory Note, respectively.

On December 16, 2022, the Company issued a promissory note in the aggregate principal amount of up to $ 468,821 to the Sponsor (the “Extension Note”), pursuant to which the Sponsor agreed to loan to the Company up to $ 468,821 (the “Extension Funds”) to deposit into the Company’s trust account (the “Trust Account”) for the shares of Class A common stock of the Company (the “Public Shares”) that were not redeemed in connection with the extension of the Company’s termination date from December 22, 2022 to June 22, 2023 or such earlier date as determined by the Board (the “Extension”).

The Extension Note, as described in Note 5, does not bear interest

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022

and is repayable in full upon the date of the consummation of an initial business combination.

As of December 31, 2022 and 2021, there were the amounts of $ 39,068 and $ 0 outstanding under Extension Note, respectively.

The Company will deposit $ 0.04 per share into the Trust Account for each month (commencing on December 23, 2022 and ending on the 22nd day of each subsequent month) (the “Extension Deposit”), or portion thereof, that is needed by the Company to complete an initial business combination until June 22, 2023 or such earlier date as determined by the Board (the “Extension”).

Pursuant to the Merger Agreement, TriSalus has agreed to pay, as a transactional expense and not as a loan, for 50 % of the costs incurred by the Company in connection with the preparation and filing of applicable proxy materials and the holding of the Meeting (as defined below) (TriSalus’s portion of such fees, the “TriSalus Extension Fees”), in addition to 50 % of the amounts deposited into the Trust Account in connection with the Extension, with the remainder to be funded by the Sponsor and/or its designee in the form of a loan to the Company;

provided that TriSalus’s obligation to pay the TriSalus Extension Fees and its portion of the deposits for the Extension will terminate immediately at the earliest to occur of (i) the closing date of the TriSalus Business Combination and (ii) the valid termination of the Merger Agreement.

Upon such termination, the Company will have no obligation to repay the TriSalus Extension Fees or any portion of the Extension Funds paid by TriSalus.

On December 16, 2022, the Company issued an unsecured promissory note in the principal amount of up to $ 1,000,000 (the “Working Capital Note”) to the Sponsor for working capital purposes, which may be drawn down from time to time upon request by the Company.

The Working Capital Note does not bear interest and the principal amount will not be payable if the Company fails to complete its initial business combination within the required time period as set forth in its amendment and restated certificate of incorporation, as amended from time to time.

As of December 31, 2022 and 2021, there was no outstanding amount under the Working Capital Note.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until June 22, 2023, to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by this time.

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Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 22, 2022.

Management plans to consummate a business combination prior to the mandatory liquidation date.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 22, 2023.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally

MEDTECH ACQUISITION CORPORATION

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DECEMBER 31, 2022

1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, a vote by the stockholders to extend the period of time to complete the Company’s initial Business Combination (the “extension vote”) or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) .

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, which were formed on November 9, 2022.

All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

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This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022

Use of Estimates

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2021 and 2020.

The Company had $ 153,563 and $ 200,884 of cash as of December 31, 2022 and 2021, respectively, and no cash equivalents.

Cash and Investments Held in Trust Account

The Company classifies its U.S.

Treasury and equivalent securities as held-to-maturity in accordance with Accounting Standard Codification (“ASC”) Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

Treasury and equivalent securities as held to maturity in accordance with FASB Accounting Standard Codification (“ASC”) Topic 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying consolidated balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2022, substantially all of the assets held in the Trust Account were held in a demand deposit account held by Continental Stock Transfer & Trust Company.

At December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S.

Treasury securities.

The money market funds are presented at fair value within the accompanying balance sheet, and fair value of the investments in the trust account are equal to the amortized cost basis of the money market funds.

At December 31, 2020, substantially all of the assets held in the Trust Account were invested primarily in U.S.

Treasury securities, which were presented at amortized cost on the balance sheet.

The money market funds are presented at fair value within the accompanying consolidated balance sheets, and fair value of the investments in the Trust Account is equal to the amortized cost basis of the money market funds.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity.

The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2021 and 2020, 25,000,000 shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common shares to equal the redemption value at the end of each reporting period.

In connection with the special meeting in lieu of the 2022 annual meeting of stockholders held by the Company on December 12, 2022, stockholders holding 23,046,578 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account.

As a result, approximately $ 232.37 million (approximately $ 10.08 per Public Share) was removed from the Trust Account to pay such holders and approximately $ 19.70 million remains in the Trust Account.

Following redemptions, the Company has 1,953,422 Public Shares outstanding.

$ 78,137 was deposited into the Trust Account of which 50 % was be drawn down under the Extension Note and 50 % was funded by TriSalus.

Accordingly, at December 31, 2022 and 2021, 1,953,422 and 25,000,000 shares of Class A common stock subject to possible redemption are presented at $ 10.14 and $ 10.00 redemption value, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period.

This method would view the end of the reporting period as if it were also the redemption date for the security.

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Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

At December 31, 2021, the Class A common stock reflected in the consolidated balance sheet are reconciled in the following table:

Gross proceeds

Proceeds allocated to Public Warrants

( 9,083,333 )

Class A common stocks issuance costs

At December 31, 2022 and 2021, the Class A common stock subject to possible redemption reflected in the consolidated balance sheets is reconciled in the following table:

Class A common stock subject to possible redemption, January 1, 2021

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption, December 31, 2021

Redemptions of Class A common stock

( 232,371,273 )

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption

Extension Deposit

Class A common stock subject to possible redemption, December 31, 2022

Offering Costs

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Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering.

A total of $ 14,161,525 in offering costs were incurred.

Of these offering costs $ 13,638,664 were related to the Initial Public Offering and charged to Class A Common Stock subject to possible redemption.

Offering costs allocable to Public Warrants and Private Placement Warrants were $ 514,106 and $ 8,755 , respectively, and expensed at the date of Initial Public Offering.

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

A total of $ 14,161,525 in offering costs was incurred.

Of these offering costs, $ 13,638,664 was related to the Initial Public Offering and charged to Class A Common Stock subject to possible redemption.

Offering costs allocable to Public Warrants (as defined below) and Private Placement Warrants were $ 514,106 and $ 8,755 , respectively, and expensed at the date of Initial Public Offering.

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Derivative liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities.

Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period.

This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations.

Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period.

This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations.

The Private Placement Warrants were initially and subsequently valued using a Monte Carlo Simulation Model.

The Public Warrants for periods where no observable traded price was available were also valued using a Monte Carlo simulation Model.

The Public Warrants for periods where no observable traded price was available were also valued

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022

using a Monte Carlo simulation Model.

For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5.

As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.

The Company’s effective tax rate was 9.34 % and 0 % for the years ended December 31, 2022 and 2021, respectively.

The effective tax rate differs from the statutory tax rate of 21 % for the years ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

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The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has been subject to income taxation by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months or material deviation from its position.

The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Share of Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period.

Net Income per Common Stock

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”.

Net income per share of common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period.

The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock.

Income and losses are shared pro rata between the two classes of common stock.

Income and losses are shared pro rata between the two classes of common stock, which assumes a business comination as to be the most likely outcome.

Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events.

The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events.

The warrants are exercisable to purchase 13,266,666 shares of Class A common stock in the aggregate.

As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods presented.

As of December 31, 2022 and 2021, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented.

MEDTECH ACQUISITION CORPORATION

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DECEMBER 31, 2022

The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts):

For The Period from

September 11, 2020

(Inception) Through

December 31, 2021

December 31, 2020

Basic and diluted net income (loss) per Share of common stock

Allocation of net income (loss), as adjusted

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except share and per share amounts):

For the Year Ended December 31,

Basic and diluted net income per share of common stock

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income (loss) per Share of common stock

Basic and diluted net income per share of common stock

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature, except for the Warrant Liabilities (See Note 10).

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

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Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that

In August 2020, the FASB issued ASU Topic 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding

MEDTECH ACQUISITION CORPORATION

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DECEMBER 31, 2022

require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.

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The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

The Company has not adopted this guidance as of December 31, 2022.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 — PUBLIC OFFERING

PUBLIC OFFERING

In connection with the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $ 10.00 per Unit.

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Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 per share, subject to adjustment (see Note 8).

NOTE 4 — PRIVATE PLACEMENT

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,933,333 Private Placement Warrants at a price of $ 1.50 per Private Placement Warrant ($ 7,400,000 ) from the Company in a private placement.

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If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 5 — RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Founder Shares

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As a result of the partial over-allotment exercised by the underwriters, 75,000 shares of Class B common stock were forfeited, and no shares remain subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

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Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the year ended December 31, 2021 and for the period from

For the year ended December 31, 2022, the Company incurred $ 120,000 , in fees for these services.

For the year ended December 31, 2021, the Company incurred $ 120,000 , in fees for these services.

There were $ 240,000 and $ 120,000 included in accrued expenses for these services in the accompanying consolidated balance sheets at December 31, 2022 and 2021, respectively.

MEDTECH ACQUISITION CORPORATION

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September 11, 2020 (inception) through December 31, 2020, the Company incurred $ 120,000 and $ 0 , respectively, in fees for these services, of which $ 120,000 is included in accrued expenses in the accompanying balance sheet at December 31, 2021.

Promissory Note — Related Party

On December 30, 2021, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $ 544,000 .

On December 30, 2021, the Company issued the 2021 Promissory Note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $ 544,000 .

The 2021 Promissory Note is non-interest bearing.

No amount shall be due under this Note if such Initial Business Combination is not consummated on or before the 24 month anniversary of the date of the completion of the Maker’s initial public offering.

As of December 31, 2021 and 2020, there was $ 544,000 and $ 0 outstanding under the Promissory Note, respectively.

No amount shall be due under the 2021 Promissory Note if the Business Combination is not consummated on or before June 22, 2023 (or such earlier date as determined by the Board).

As of December 31, 2022 and 2021, there was $ 544,000 outstanding under the 2021 Promissory Note.

On January 28, 2022, the Company issued the 2022 Promissory Note I in the principal amount of up to $ 400,000 to the Sponsor.

The 2022 Promissory Note is non-interest bearing.

No amount shall be due under 2022 Promissory Note if the Business Combination is not consummated on or before June 22, 2023 (or such earlier date as determined by the Board).

As of December 31, 2022 and 2021, there were amounts of $ 400,000 and $ 0 outstanding under the 2022 Promissory Note, respectively.

On December 16, 2022, the Company issued the Extension Note, a promissory note in the aggregate principal amount of up to $ 468,821 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company the Extension Funds to deposit into the Trust Account for the Public Shares that were not redeemed in connection with the Extension.

The Extension Note does not bear interest and is repayable in full upon the date of the consummation of an initial business combination.

As of December 31, 2022 and 2021, there was $ 39,068 and $ 0 outstanding under Extension Note, respectively.

On December 16, 2022, the Company issued the 2022 Promissory Note I, an unsecured promissory note in the principal amount of up to $ 1,000,000 to the Sponsor for working capital purposes, which may be drawn down from time to time upon request by the Company.

The Working Capital Note does not bear interest and the principal amount will not be payable if the Company fails to complete its initial business combination within the Combination Period.

As of December 31, 2022 and 2021, there was no outstanding under Working Capital Note, respectively.

Related Party Loans

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The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement.

The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

The warrants would be identical to the Private Placement Warrants as described in Note 8.

On May 24, 2022, the Company issued the a promissory note in the principal amount of up to $ 1,500,000 to the Sponsor for working capital requirements and payment of certain expenses in connection the Company’s initial Business Combination (“Convertible Promissory Note”).

The Convertible Promissory Note is non-interest bearing and payable on the earlier of (i) the date of the initial Business Combination or (ii) the winding up of the Company.

At any time prior to payment in full of the principal balance of the Convertible Promissory Note, the Sponsor may elect to convert all or any portion of the unpaid principal balance into that number of warrants, each exercisable for one share of Class A common stock of the Company (the “Conversion Warrants”), equal to (x) the portion of the principal amount of this Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants.

The Conversion Warrants and their underlying securities are entitled to certain demand and piggyback registration rights as set forth in the Convertible Promissory Note.

The Company determined that the fair value of the Convertible Promissory Note was par value.

As of December 31, 2022 and 2021, the Company had $ 1,341,000 and $ 0 , respectively, borrowings under the Working Capital Loans.

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022

COMMITMENTS AND CONTINGENCIES

Registration Rights

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In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations.

The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities.

The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

Underwriting Agreement

The underwriters are entitled to a deferred fee of $ 0.35 per Unit, or $ 8,750,000 in the aggregate.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Raymond James Agreements

Raymond James & Associates, Inc.

(“Raymond James”) was originally engaged by the Company to act as sole manager for the Initial Public Offering and would be entitled to a deferred underwriting fee of $ 8,750,000 upon the consummation of a Business Combination.

In connection with the entry into the Merger Agreement with TriSalus, on November 11, 2022, the Company and Raymond James amended that certain Underwriting Agreement, dated December 17, 2020, pursuant to which, Raymond James agreed to waive the foregoing deferred underwriting fee in its entirety if the proposed Business Combination between the Company and TriSalus is consummated.

Raymond James was separately engaged by the Company to act as its investment banking advisor in connection with a Business Combination, and will receive customary fees for its services in that role if the Business Combination with TriSalus is consummated.

The Company also engaged Raymond James to act as sole placement agent for an institutional debt financing that resulted in the Company’s entry into the non-binding term sheet with Magnetar Capital LLC (“Magnetar”).

In consideration for its services as the Company’s investment banking advisor and its services as placement agent, Raymond James will be entitled to receive an aggregate fee ranging between $ 3 million to $ 4.5 million from the Company at the closing of the Business Combination with TriSalus plus expense reimbursements, depending on the amount raised in the institutional debt financing with Magnetar and/or other institutional investors, excluding any incremental fee consideration for exercise of the greenshoe.

If the Company is unable to consummate the Business Combination with TriSalus or is unable to obtain private financing in connection with the Business Combination with TriSalus, then Raymond James will not receive any compensation for its investment banking advisory or placement agent services, respectively.

Contingent Professional Fees

As of December 31, 2021, the Company incurred legal fees of $ 508,525 and investment advisory fees of $ 400,000 , which are contingent upon the consummation of the Business Combination.

The Company incurred legal fees of $ 508,525 and investment advisory fees of $ 400,000 , which were contingent upon the consummation of the Memic Business Combination.

On March 12, 2022, the Memic Business Combination was terminated, as such, the incurred contingent legal and investment advisory fees are no longer due.

These fees were not recorded on the Company’s consolidated balance sheets, therefore no reversal was required.

The company incurred legal fees of $ 479,262 , which are contingent on the consummation of the Merger with TriSalus.

These fees were not recorded on the Company’s consolidated balance sheet.

Business Combination Agreement

On August 12, 2021, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (“Memic”), and Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Memic (“Merger Sub”).

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, upon the closing of the transactions contemplated thereby, Merger Sub will merge with and into us, with us surviving as a wholly-owned subsidiary of Memic (the “Merger”).

The Merger contemplates an implied enterprise valuation of Memic of $ 625,000,000 at the time of the signing of the Business Combination Agreement, in addition to the issuance of “price adjustment rights” to the Memic shareholders entitling such holders to additional Memic Ordinary Shares (as defined below) upon the achievement of certain milestones related to Memic’s post-closing trading price.

Pursuant to the Business Combination Agreement at the time the Merger becomes effective (the “Effective Time”), among other things:

● the shares of The Company’s Class A common stock, par value $ 0.0001 per share (the “SPAC Class A Stock”) and the Public Warrants, which, immediately prior to the Effective Time, will be automatically separated, if not already separated prior to such time, and the holder thereof will be deemed to hold one share of SPAC Class A Stock and one-third of one Public Warrant;

● each share of the Company Class B common stock, par value of $ 0.0001 (the “SPAC Class B Stock”) and SPAC Class A Stock issued and outstanding immediately prior to the Effective Time (after giving effect to any redemptions by our public stockholders) will be converted into and will for all purposes represent only the right to receive one ordinary share, no par value per share, of Memic (“Memic Ordinary Shares”);

● each Public Warrant and each Private Placement Warrants to purchase one share of SPAC Class A Stock issued to our Sponsor that is outstanding unexercised immediately prior to the Effective Time will be converted into and become a warrant to purchase one Memic Ordinary Share;

● each pre-closing shareholder of Memic will receive price adjustment rights entitling such holders to receive additional Memic Ordinary Shares upon the achievement of certain milestones related to Memic’s post-closing trading price;

the maximum number of Memic Ordinary Shares issuable pursuant to such price adjustment rights equals seventeen percent (17%) of the sum of (i) the number of outstanding Memic Ordinary Shares as calculated immediately after the closing of the Merger, (ii) the number of Memic Ordinary Shares issuable upon exercise of outstanding options that are vested and exercisable as of the Merger, and (iii) the number of Memic Ordinary Shares issuable upon exercise of Memic’s warrants that were issued and outstanding immediately prior the Merger, as ultimately determined after the consummation of the Merger.

On August 12, 2021, the Company entered into the Business Combination Agreement (the “Memic Business Combination Agreement”) with Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (“Memic”), and Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Memic (“Merger Sub”).

MEDTECH ACQUISITION CORPORATION

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Sponsor Letter Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, in support of the Merger, the Sponsor, and each of the Company’s officers and each of the members of the Company’s board of directors (each an “Insider” and collectively, the “Insiders” and, together with the Sponsor, the “Sponsor Group”), entered into and delivered to Memic a letter agreement (the “Sponsor Letter Agreement”) by which the Sponsor Group agreed to, among other things, (i) vote all shares of SPAC Class B Stock and all shares of SPAC Class A Stock beneficially owned by him, her or it in favor of the Merger and each other proposal related to the Merger included on the agenda for the special meeting of stockholders relating to the Merger;

(ii) when such meeting of stockholders is held, appear at such meeting or otherwise cause the SPAC Class B Stock or SPAC Class A Stock beneficially owned by him, her or it to be counted as present thereat for the purpose of establishing a quorum;

and (iii) vote all SPAC Class B Stock and SPAC Class A Stock beneficially owned by him, her or it against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement or result in a breach of any covenant or other obligation or agreement of the Sponsor or any Insider contained in the Sponsor Letter Agreement.

The final prospectus became effective on February 14, 2022.

Voting Agreements

On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, certain Memic shareholders (each, a “Voting Party” and together, the “Voting Parties”) entered into voting agreements (the “Voting Agreements”) with the Company.

Under the Voting Agreements, each Voting Party agreed to, among other things, (i) whether at a special meeting of Memic’s shareholders or by action by written consent, vote all of their shares of Memic capital stock beneficially owned or held by such Voting Party (as applicable, and together, the “Voting Shares”) in favor of adoption of the Business Combination Agreement, the Merger and related transactions contemplated by the Business Combination Agreement, and (ii) vote against any action or proposal (A) concerning any alternative to the proposed Merger and (B) that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of Memic under the Business Combination Agreement that would result in the failure of any conditions to closing set forth therein to be satisfied.

In addition, the Voting Agreements require each Voting Party to provide a proxy to appoint Memic, or any designee of Memic to vote such Voting Party’s shares (or act by written consent in respect of such shares) accordingly.

Lock-Up Agreement

On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, in support of the Merger, the Sponsor, and certain shareholders of Memic (collectively, with the Sponsor, the “Shareholder Parties”) entered into and delivered a Confidentiality and Lock-Up Agreement (the “Lock-Up Agreement”), pursuant to which the Shareholder Parties have agreed not to transfer any Memic Ordinary Shares held by them until the one year anniversary of the Effective Time, subject to early release if the stock price of the Memic Ordinary Shares is greater than or equal to $ 12.00 for any 20 trading days within any period of 30 consecutive trading days (as further described therein, and which will apply starting on the 150-day anniversary of the Effective Date), subject to certain permitted transfers (provided that such permitted transferees agree to be bound by the same transfer restrictions set forth in the Lock-Up Agreement).

Registration Rights Agreement

On August 12, 2021, as a condition to close the Business Combination Agreement, Memic, the Sponsor and certain Memic equity holders (collectively with the Sponsor, the “Memic Holders”) will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) that will become effective concurrently with the Merger, pursuant to which Memic agreed to file a shelf registration statement, by no later than ninety (90) business days after the closing date to register the resale of the Memic Ordinary Shares and warrants to purchase Memic Ordinary shares.

The Registration Rights Agreement also provides the Memic Holders with (i) piggyback registration rights and (ii) three demand rights in any twelve-month period for an underwritten shelf takedown, provided that the

Termination of Business Combination Agreement

On March 10, 2022, the Company, Memic and Merger Sub entered into a Termination of Business Combination Agreement (the “Termination Agreement”), pursuant to which the parties agreed to mutually terminate the Business Combination Agreement.

The termination of the Business Combination Agreement was effective as of March 9, 2022.

As a result of the termination of the Business Combination Agreement, the Business Combination Agreement, along with any Transaction Agreement (as defined in the Business Combination Agreement) entered into in connection therewith, are void and there is no liability under either of the Business Combination Agreement or any Transaction Agreement on the part of any party thereto (including, without limitation, under the SPAC Sponsor Letter Agreement by and among Memic, the Sponsor, and the other parties signatory thereto dated August 12, 2021).

Pursuant to the Termination Agreement, subject to certain exceptions, the Company, Memic and Merger Sub have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the business combination.

Merger Agreement

On November 11, 2022, the Company (herein referred to as “MTAC” in this Note 6), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MTAC Merger Sub, Inc., a Delaware corporation and direct, 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 in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of MTAC (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “TriSalus Business Combination”).

The TriSalus Business Combination is subject to certain closing conditions.

Upon consummation of the TriSalus Business Combination, MTAC will be renamed “TriSalus Life Sciences, Inc.”

Merger Consideration

The aggregate consideration payable to the stockholders of TriSalus at the closing of the TriSalus Business Combination (the “Closing”) is $ 220,000,000 , payable solely in shares of MTAC common stock, par value $ 0.0001 per share (“Common Stock”), valued at $ 10.00 per share (the “Closing Merger Consideration”).

Immediately prior to the Closing, the shares of Class A Common Stock of MTAC and the warrants to purchase shares of Class A Common Stock of MTAC issued to the public that comprise each issued and outstanding Unit will be automatically separated, if not already separated prior to such time, and the holder thereof shall be deemed to hold one share of Class A Common Stock of MTAC and one -third of one warrant to purchase Class A Common Stock;

provided that any fractional warrants issuable to a holder upon the separation of the Units will be rounded down to the nearest whole number of warrants.

Following the separation of the Units but prior to the Closing, the Class B Common Stock of MTAC will automatically convert into Class A Common Stock, and pursuant to the proposed amended and restated certificate of incorporation of MTAC to be effective immediately prior to the effective time of the Merger, if approved by MTAC’s stockholders, Class A Common Stock and Class B Common Stock will be reclassified into a single class of Common Stock.

Immediately prior to the Closing, each share of TriSalus’ issued and outstanding preferred stock will automatically convert into shares of TriSalus common stock (the “Preferred Conversion”), and all in-the-money TriSalus warrants that would be exercised or otherwise exchanged in full in accordance with their terms by virtue of the occurrence of the TriSalus Business Combination will be exercised for shares of TriSalus common stock, such that the holders thereof will receive Closing Merger Consideration as holders of TriSalus common stock.

TriSalus warrants that are out-of-the-money will be cancelled for no consideration immediately prior to the Closing.

At the time of the TriSalus Business Combination, the outstanding options for shares of TriSalus common stock under TriSalus’ equity plan will be assumed by MTAC and converted into options to purchase Common Stock (the “Assumed Equity”).

Representations, Warranties and Covenants

The Merger Agreement contains customary representations, warranties and covenants by the parties thereto, including, among other things, covenants with respect to the conduct of MTAC and TriSalus during the period between execution of the Merger Agreement and

MEDTECH ACQUISITION CORPORATION

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DECEMBER 31, 2022

demanding holders propose to sell securities with a total offering price reasonably expected to exceed, in the aggregate, $ 50 million in each underwritten shelf takedown.

PIPE Subscription Agreements

On August 12, 2021, concurrently with the execution and delivery of the Business Combination Agreement, Memic entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which, on the terms and subject to the conditions set forth therein, immediately prior to the closing of the Merger, but after giving effect to certain capital restructuring, such investors will purchase from Memic upon the closing of the Merger newly issued Memic Ordinary Shares for aggregate gross proceeds of $ 76,350,000 (the “PIPE Investment”).

The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on August 13, 2021.

The foregoing descriptions of each of the Business Combination Agreement, the Sponsor Letter Agreement, the form of Voting Agreement, the Lock-Up Agreement, the form of Registration Rights Agreement and the form of the Subscription Agreement are qualified in their entirety by reference to such agreement filed as an exhibit to this Annual Report.

NOTE 7 — STOCKHOLDERS’ DEFICIT

the Closing, including the parties’ agreement not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing transactions.

The representations, warranties and covenants made under the Merger Agreement will not survive the Closing;

provided, however, that any covenants that are to be performed at or after the Closing shall survive until such covenant has been performed or satisfied pursuant to their terms.

Each of MTAC and TriSalus have agreed to use their commercially reasonable efforts to cause the TriSalus Business Combination to be consummated as soon as practicable.

The Merger Agreement may be terminated prior to the Closing under certain circumstances, including, among others, (i) by written consent of TriSalus and MTAC, (ii) by written notice from either MTAC or TriSalus, if (A) the Closing has not occurred on or before December 22, 2022, as such date may be extended to match the extension of the last date for MTAC to consummate a Business Combination under its certificate of incorporation (currently June 22, 2023) obtained by MTAC stockholder approval (the “Outside Date”), unless the terminating party’s failure to comply in any material respect with its obligations under the Merger Agreement shall have contributed to the failure of the Closing to have occurred on or prior to the Outside Date, (B) the consummation of the TriSalus Business Combination is permanently enjoined, (C) MTAC does not obtain stockholder approval of the TriSalus Business Combination at the special meeting at which such approval shall be voted upon, or (D) by March 31, 2023, MTAC shall not have obtained commitments for private financing of at least $ 40,000,000 in support of the TriSalus Business Combination, (iii) by written notice from either MTAC or TriSalus, in the event that the other party breaches any of its representations, warranties, covenants or other agreements under the Merger Agreement that would result in the failure of the conditions to MTAC’s or TriSalus’ obligation to consummate the TriSalus Business Combination and such breach has not been cured by the breaching party within 30 days after receiving notice of such breach, (iv) by TriSalus at any time prior to the approval of the TriSalus Business Combination by MTAC’s public stockholders, if the board of directors of MTAC has made a change in recommendation to its stockholders regarding the TriSalus Business Combination, and (v) by written notice to TriSalus from MTAC, if TriSalus does not obtain stockholder approval within 25 days after delivering an information statement regarding the TriSalus Business Combination to its stockholders.

For additional information, refer to MTAC’s Current Report on Form 8-K, as filed with the SEC on November 14, 2022.

STOCKHOLDERS’ DEFICIT

Preferred Stock— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

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Holders of Class A common stock are entitled to one vote for each share.

At December 31, 2021 and 2020, there were 25,000,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity.

At December 31, 2022 and 2021, there were 1,953,422 and 25,000,000 shares of Class A common stock subject to possible redemption which are presented as temporary equity, respectively.

Class B Common Stock— The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

3 unchanged sentences

The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination on a one -for-one basis, subject to adjustment.

In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less than one for one basis.

The Company cannot determine at this time whether a majority of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

MEDTECH ACQUISITION CORPORATION

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DECEMBER 31, 2022

NOTE 8 — WARRANT LIABILITIES

by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less than one for one basis.

The Company cannot determine at this time whether a majority of the holders of Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.

WARRANT LIABILITIES

As of December 31, 2022 and 2021, there were 8,333,333 Public Warrants outstanding.

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The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement.

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrantholders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act;

If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act;

provided that such exemption is available.

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If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2022

dividend, or recapitalization, reorganization, merger or consolidation.

However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price.

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Accordingly, the warrants may expire worthless.

MEDTECH ACQUISITION CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value and the Newly Issued Price and the $ 18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market Value and the Newly Issued Price.

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If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 9 — INCOME TAX

The Company’s net deferred tax assets are as follows:

Deferred tax asset

The Company’s net deferred tax assets for the year ended December 31, 2022 and 2021 are as follows:

Deferred tax assets

Net operating loss carryforward

Organizational costs/Startup expenses

Organizational costs/start-up expenses

Total deferred tax assets

Valuation allowance

Deferred tax asset, net of allowance

( 1,160,666 )

Deferred tax assets, net of allowance

MEDTECH ACQUISITION CORPORATION

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DECEMBER 31, 2022

The income tax provision consists of the following:

The income tax provision for the years ended December 31, 2022 and 2021 consisted of the following:

For the Year Ended December 31,

State and Local

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After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the year ended December 31, 2021 and for the period from September 11, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $ 625,111 and $ 22,091 ,respectively.

For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $ 513,464 and $ 625,111 ,respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows:

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Change in fair value of warrant liabilities

Transaction costs allocable to warrants

Change in valuation allowance

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federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

NOTE 10 — FAIR VALUE MEASUREMENTS

The Company classifies its U.S.

Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2021, assets held in the Trust Account were comprised $ 250,007,295 in money market funds.

At December 31, 2020, assets held in the Trust Account were comprised of $ 923 in cash and $ 250,002,375 in U.S.

Treasury securities.

During year ended December 31, 2021, the Company withdrew $ 60,000 of interest income from the Trust Account to pay for taxes.

FAIR VALUE MEASUREMENTS

At December 31, 2022, assets held in the Trust Account were comprised of $ 19,827,884 in cash.

During the year ended December 31, 2022, the Company withdrew $ 905,000 of interest income from the Trust Account to pay for taxes and $ 232,371,273 in connection with redemptions of common stock.

At December 31, 2021, assets held in the Trust Account were comprised of $ 250,007,295 in money market funds.

During the year ended December 31, 2021, the Company withdrew $ 60,000 of interest income from the Trust Account to pay for taxes.

MEDTECH ACQUISITION CORPORATION

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The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The gross holding loss and fair value of held-to-maturity securities at December 31, 2021 and 2020, are as follows:

Held-To-Maturity

December 31, 2020

Treasury Securities (Matured on 3/11/2021)

Marketable Securities held in Trust Account – Treasury Trust Money Market Fund

Warrant Liabilities - Public Warrants

The gross holding loss and fair value of the Trust Account at December 31, 2022 and 2021, are as follows:

Cash and investments held in Trust Account

Warrant Liabilities - Public Warrants

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Significant increases (decreases) in the expected volatility in isolation would result in a significantly higher (lower) fair value measurement.

The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target.

The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing.

The expected volatility as of the Initial Public Offering date and subsequent was derived from observable Public Warrant pricing on comparable ‘blank-check’ companies without an identified target.

A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants.

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Dividend yield

The following table presents the changes in the Level 3 fair value of warrant liabilities during the years ended December 31, 2022 and 2021:

Fair value as of December 31, 2021

Change in fair value

( 2,170,666 )

Fair value as of December 31, 2022

MEDTECH ACQUISITION CORPORATION

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DECEMBER 31, 2022

The following table presents the changes in the level 3 fair value of warrant liabilities:

Fair value as of December 31, 2020

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The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $ 4,333,333 , when the Public Warrants were separately listed and traded.

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On January 28, 2022, the Company issued an unsecured promissory note in principal amount of up to $ 400,000 to the Sponsor (the “2022 Promissory Note”), of which $ 75,000 was funded by the sponsor upon execution thereof.

The 2022 Promissory Note does not bear interest and matures upon closing of the Company’s initial business combination.

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2022.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued.

Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Subsequent to December 31, 2022, $ 78,136 was drawn on the Extension Note, as described in Note 5 and deposited into the Trust Account.

In addition, TriSalus deposited $ 78,136 in the Trust Account pursuant to the Merger Agreement.

On January 13, 2023, the Company drew an additional $ 159,000 on the Convertible Promissory Note as described in Note 5.

On January 13, 2023 and February 8, 2023, the Company drew an additional $ 215,222 and $ 200,000 on the 2022 Promissory Note III as described in Note 5, respectively.

In March 2023, the Company and the Sponsor engaged Ceros Financial Services, Inc.

to render certain advisory and placement services to the Company.

Pursuant to such engagement, the Sponsor (and not the Company) would be solely responsible for any and all fees and expenses payable to Ceros Financial Services, Inc., if any, that would arise or accrue prior to, or in connection with, the closing of an initial Business Combination.

EXHIBIT INDEX

Underwriting Agreement, dated December 17, 2020, by and between the Company and Raymond James & Associates, Inc.

Business Combination Agreement, dated August 12, 2021, by among MedTech Acquisition Corp., Memic Innovative Surgery Ltd.

Agreement and Plan or Merger, dated as of November 11, 2022, by and among MedTech Acquisition Corporation, MTAC Merger Sub, Inc., and TriSalus Life Sciences, Inc.

Amended and Restated Certificate of Incorporation.

Amendment to Amended and Restated Certificate of Incorporation.

Specimen Unit Certificate.

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Description of Registered Securities.

Sponsor Letter Agreement, dated August 12, 2021.(4)

Form of Memic Voting Agreement.(4)

Confidentiality and Lock-Up Agreement, dated August 12, 2021, by and among Memic Innovative Surgery Ltd., MedTech Acquisition Corp., MedTech Acquisition Sponsor LLC and the other parties named therein.(4)

Form of Registration Rights Agreement.(4)

Form of PIPE Subscription Agreement.(4)

Promissory Note, dated as of December 30, 2021 issued to the Sponsor.(5)

Letter Agreement, dated December 17, 2020, by and among the Company, its officers and directors and the Sponsor.

Promissory Note, dated as of September 11, 2020 issued to the Sponsor.

Securities Subscription Agreement, dated September 11, 2020, by and between the Company and the Sponsor.

Form of Indemnity Agreement.

Letter Agreement, dated December 17, 2020, by and among the Company, its officers and directors and the Sponsor.

Investment Management Trust Agreement, dated December 17, 2020, by and between the Company and Continental, as trustee.

Registration Rights Agreement, dated December 17, 2020, by and between the Company and the Sponsor.

Securities Subscription Agreement, dated September 11, 2020, by and between the Company and the Sponsor.

Private Placement Warrants Purchase Agreement, dated December 17, 2020, by and between the Company and the Sponsor.

Administrative Support Agreement, dated December 17, 2020, by and between the Company and the Sponsor.

Form of Indemnity Agreement.

Promissory Note, dated as of January 28, 2022 issued to the Sponsor.(7)

Promissory Note, dated as of December 30, 2021 issued to the Sponsor.

Promissory Note, dated as of January 28, 2022, issued to Sponsor.

Form of Amendment No.

1 to Promissory Note of the Company.

Termination of Business Combination Agreement.

Promissory Note, dated May 24, 2022, issued to Sponsor.

Form of Amended and Restated Registration Rights Agreement, by and among TriSalus Life Sciences, Inc., MedTech Acquisition Sponsor LLC, and certain former stockholders of TriSalus Life Sciences, Inc.

Form of Lock-up Agreement, by and among certain stockholders of TriSalus Life Sciences, Inc.

and MedTech Acquisition Corporation.

Sponsor Support Agreement, dated as of November 11, 2022, by and among MedTech Acquisition Corporation, TriSalus Life Sciences, Inc., and MedTech Acquisition Sponsor LLC.

Form of Stockholder Support Agreement, by and among MedTech Acquisition Corporation, TriSalus Life Sciences, Inc.

and certain stockholders of TriSalus Life Sciences, Inc.

Amendment to Underwriting Agreement, dated as of November 11, 2022, by and between MedTech Acquisition Corporation and Raymond James & Associates, Inc.

Term Sheet, dated as of November 11, 2022, by and among MedTech Acquisition Corporation, TriSalus Life Sciences, Inc.

and Magnetar Capital LLC.

Promissory Note, dated December 16, 2022 issued to Sponsor.

Amendment No.

1 to Term Sheet, dated as of March 4, 2023, by and among MedTech Acquisition Corporation, TriSalus Life Sciences, Inc.

and Magnetar Capital LLC.

Form of Code of Ethics.

Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Audit Committee Charter.

Compensation Committee Charter.

Inline XBRL Instance Document.*

Inline XBRL Taxonomy Extension Schema Document.*

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Inline XBRL Taxonomy Extension Definition Linkbase Document.*

Inline XBRL Taxonomy Extension Labels Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document.*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

* Filed herewith.

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The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Incorporated herein by reference to the exhibits to the Company’s Registration Statement on Form S-1, filed with the SEC on November 30, 2020.

Incorporated herein by reference to the exhibits to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 9, 2020.

Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

Incorporated herein by reference to the exhibits to the Company’s IPO Registration Statement on Form S-1 (File No.

333-251037), filed with the SEC on November 30, 2020.

Incorporated herein by reference to the exhibits to the Company’s IPO Registration Statement on Form S-1/A (File No.

333-251037), filed with the SEC on December 9, 2020.

Incorporated herein by reference to the exhibits to the Company’s Current Report on Form 8-K, filed with the SEC on December 23, 2020.

Incorporated herein by reference to the exhibits to the Company’s Current Report on Form 8-K, filed with the SEC on August 13, 2021.

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report Form 8-K, filed with the SEC on December 30, 2021.

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Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report Form 8-K, filed with the SEC on January 28, 2022.

Incorporated herein by reference to the exhibits to the Company’s Current Report Form 8-K, filed with the SEC on March 10, 2022.

Incorporated herein by reference to the exhibits to the Company’s Current Report Form 8-K, filed with the SEC on May 26, 2022.

Incorporated herein by reference to the exhibits to the Company’s Current Report Form 8-K, filed with the SEC on November 14, 2022.

Incorporated herein by reference to the exhibits to the Company’s Current Report Form 8-K, filed with the SEC on December 2, 2022.

Incorporated herein by reference to the exhibits to the Company’s Current Report Form 8-K, filed with the SEC on December 19, 2022.

Incorporated herein by reference to the exhibits to the Company’s Current Report Form 8-K, filed with the SEC on March 8, 2023.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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March 22, 2023

/s/ Ivan Delevic

March 2, 2022

/s/ Martin Roche, MD

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures