Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and 15d-15(e) are designed only to provide reasonable assurance that information to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial and accounting officer), of the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon that evaluation, our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have concluded that our disclosure controls and procedures were not effective as a result of the material weaknesses in our internal control over financial reporting previously identified, which one continues to exist as of December 31, 2025, as discussed below. Management’s assessment of the effectiveness of our disclosure controls and procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our management, including our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based upon the framework presented in "Internal Control-Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based upon our assessment, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the material weakness discussed below.
Remediation of Previously Disclosed Material Weaknesses
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. In connection with our consolidated financial statements for the year ended December 31, 2024, management identified material weaknesses in our internal control over financial reporting with respect to (i) financial reporting, (ii) lease accounting (iii) maintenance and accuracy of our outstanding equity information and accounting for stock-based compensation, (iv) accounting for revenue, (v) accounting for accrued liabilities, including patent costs, (vi) accounting for the previous Business Combination, (vii) accounting for significant transactions, (vii) oversight and accounting of the valuation of financial instruments, and (ix) IT general controls.
During the year ended December 31, 2025, we have taken measures to address the material weaknesses identified in the 2024 Annual Report and enhance our internal control over financial reporting. We have:
• hired additional accounting and financial reporting personnel with U.S. GAAP and SEC reporting experience to facilitate management level reviews, and financial reporting oversight;
• designed and implemented review processes that ensure segregation of duties within the accounting and finance function;
• adequately reviewed the assumptions and inputs into accounting estimates;
• implemented protocols and controls over financial reporting and period end close processes;
• established effective monitoring and oversight controls for non-recurring and complex transactions to ensure the accuracy and completeness of our financial statements and related disclosures;
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• reviewed and enhanced IT general controls over information systems relevant to financial reporting, including privileged access and segregation of duties; and
• realigned existing personnel and added both internal and external personnel to strengthen management’s review and documentation over internal control over financial reporting.
As of December 31, 2025 , one material weakness remains unremediated related to accounting for significant transactions. While management implemented revised processes and hired additional resources, sufficient time has not elapsed to demonstrate operating effectiveness. The material weakness will be considered remediated when the controls we have implemented operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will continue to monitor the effectiveness of the remediation plan and will make the changes it determines to be appropriate.
Changes in Internal Control over Financial Reporting
During the quarter ended December 31, 2025, other than the remediation actions described above, there were no changes to our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
None
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item and not set forth below will be set forth below will be set forth in the proposal headed Election of Directors and section headed Executive Officers contained in our definitive proxy statement for our 2025 annual meeting of shareholders to be filed with the Securities and Exchange Commission no later than 120 days after the Company's fiscal year ended December 31, 2025 ("the Proxy Statement"), pursuant to General Instructions G(3) of Form 10-K and is incorporated herein by reference.
We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees, including our principal executive officer and principal financial and accounting officer. A current copy of the Code of Business Conduct and Ethics is available on the Governance section of our website at investors.trisaluslifesci.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director that are required to be disclosed pursuant to SEC rules, we will promptly disclose the nature of the amendment or waiver on our website or in a current report on Form 8-K.
Item 11. Executive Compensation
The information required by this item will be set forth in the sections headed Executive Compensation and Non-Employee Director Compensation contained in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The information required by this item will be set forth in the sections headed Security Ownership of Certain Beneficial Owners and Management and Executive Compensation contained in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be set forth in the sections headed Certain Related-Person Transactions and Information Regarding the Board of Directors and Corporate Governance contained in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Our independent registered public accounting firm is Grant Thornton, Chicago, IL, Auditor Firm ID: 248. The information required by this item will be set forth in the proposal headed Ratification of Selection of Independent Registered Public Accounting Firm contained in the Proxy Statement and is incorporated herein by reference.
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Part IV
Item 15. Exhibit and Financial Statement Schedules
(a) The following documents are filed as part of this Form 10-K:
(1) Financial Statements:
Our Consolidated Financial Statements are listed in the “Financial Statements and Supplementary Data” under Part II. Item 8 of this Annual Report on Form 10‑K.
(2) Financial Statement Schedules:
None.
(3) Exhibits
The exhibits filed as part of the Annual Report on Form 10-K are listed in Item 15(b).
(b) Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K:
Incorporated by Reference
Exhibit Description Schedule/
Form
File Number Exhibits Filing Date
3.1 Second Amended and Restated Certificate of Incorporation of TriSalus Life Sciences, Inc.
Form 8-K 001-39813 3.1 August 16, 2023
3.2 Amended and Restated Bylaws of TriSalus Life Sciences, Inc.
Form 8-K 001-39813 3.2 August 16, 2023
3.3 Form of Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of TriSalus Life Sciences, Inc.
Form 8-K
001-39813 3.3 August 16, 2023
3.4 C ertificate of Amendment to Certificate of Designations, Preferences and Rights of Series A Convertible Pre ferre d Stock of TriSalus Life Sciences, Inc.
Form 8-K
001-39813
3.1 July 24, 2025
4.1 Specimen Common Stock Certificate
Form 8-K 001-39813 4.1 August 16, 2023
4.2 Specimen Warrant Certificate
Form 8-K 001-39813 4.2 August 16, 2023
4.3 Warrant Agreement, dated December 17, 2020, by and between MTAC and Continental Stock Transfer & Trust Company.
Form 8-K 001-39813 4.1 December 23, 2020
4.4 Amendment No. 1 to Warrant Agreement, dated June 26, 2024, by and between the Company and Continental Stock Transfer & Trust Company.
Form 8-K 001-39813 10.1 June 27, 2024
4.5 Description of Securities
4.6 Substitute Warrant Certificate, dated August 15, 2024, by and between TriSalus Life Sciences, Inc, and OrbiMed Royalty & Credit Opportunities IV, LP.
Form S-3 001-39813 4.10 October 29, 2024
4.7 Substitute Warrant Certificate, dated August 15, 2024, by and between TriSalus Life Sciences, Inc, and OrbiMed Royalty & Credit Opportunities IV Offshore, LP.
Form S-3 001-39813 4.11 October 29, 2024
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Incorporated by Reference
Exhibit Description Schedule/
Form
File Number Exhibits Filing Date
4.8 Warrant Certificate, dated February 18, 2025, by and between TriSalus Life Sciences, Inc., and OrbiMed Royalty & Credit Opportunities IV, L.P.
Form 10-K
001-39813
4.10 April 15, 2025
4.9 Warrant Certificate, dated February 18, 2025, by and between TriSalus Life Sciences, Inc., and OrbiMed Royalty & Credit Opportunities IV Offshore, L.P.
Form 10-K
001-39813
4.11 April 15, 2025
10.1* TriSalus Life Sciences, Inc. 2023 Equity Incentive Plan
Form 8-K 001-39813 10.21 August 16, 2023
10.2* TriSalus Life Sciences, Inc. 2023 Employee Stock Purchase Plan
Form 8-K 001-39813 10.24 August 16, 2023
10.3*
Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan.
Form 8-K 001-39813 10.15 August 16, 2023
10.4*
Form of Stock Option Grant Notice and Form of Stock Option Agreement under Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan (Pre-2020) .
Form 8-K 001-39813 10.16 August 16, 2023
10.5*
Form of Early Exercise Stock Option Grant Notice and Form of Stock Option Agreement under Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan (for grants prior to 2020).
Form 8-K 001-39813 10.17 August 16, 2023
10.6*
Form of Stock Option Grant Notice and Form of Stock Option Agreement under Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan (for grants after 2020).
Form 8-K 001-39813 10.18 August 16, 2023
10.7*
Form of Early Exercise Stock Option Grant Notice and Form of Stock Option Agreement under Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan (for grants after 2020).
Form 8-K 001-39813 10.19 August 16, 2023
10.8*
Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under Surefire Medical, Inc. 2009 Amended and Restated Equity Incentive Plan.
Form 8-K 001-39813 10.20 August 16, 2023
10.9*
Form of Stock Option Grant Notice and Form of Stock Option Agreement under 2023 Equity Incentive Plan.
Form 8-K 001-39813 10.22 August 16, 2023
10.10*
Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under 2023 Equity Incentive Plan.
Form 8-K 001-39813 10.23 August 16, 2023
10.11*
Form of Indemnification Agreement by and between the Company and its directors and executive officers .
Form 8-K 001-39813 10.25 August 16, 2023
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Incorporated by Reference
Exhibit Description Schedule/
Form
File Number Exhibits Filing Date
10.12*##
Amended and Restated Employment Agreement, dated November 11, 2022, by and between TriSalus Life Sciences, Inc. and Mary Szela.
Form S-4/A 333-269138 10.14 April 21, 2023
10.13*##
Amended and Restated Executive Employment Agreement, dated March 2, 2023, by and between TriSalus Life Sciences, Inc. and Richard Marshak.
Form S-4/A 333-269138 10.17 April 21, 2023
10.14*##
Executive Employment Agreement, dated November 11, 2022, by and between TriSalus Life Sciences, Inc. and Jennifer L. Stevens.
Form S-4/A 333-269138 10.18 April 21, 2023
10.15*##
Executive Employment Agreement, dated November 4, 2022, by and between TriSalus Life Sciences, Inc. and Bryan F. Cox, Ph.D.
Form S-4/A 333-269138 10.19 April 21, 2023
10.16*##
Amended and Restated Executive Employment Agreement, Dated January 6, 2025, by and between TriSalus Life Sciences, Inc. and Jodi Devlin.
Form 10-K
001-39813
10.22 April 15, 2025
10.17*##
Strategic Collaboration Agreement, dated March 2, 2021, by and between Surefire Medical Inc. d/b/a TriSalus Life Sciences and The University of Texas M.D. Anderson Cancer Center.
Form S-4/A 333-269138 10.20 April 21, 2023
10.18*##
Office/Warehouse Lease, dated February 4, 2014 between Colorado Industrial Portfolio LLC and Surefire Medical, Inc., as amended.
Form S-4/A 333-269138 10.25 July 6, 2023
10.19##
Credit Agreement, dated April 30, 2024, by and between TriSalus Operating Life Sciences, Inc., TriSalus Life Sciences, Inc., and OrbiMed Royalty & Credit Opportunities IV, LP.
Form 10-Q 001-39813 10.1 May 15, 2024
10.20##
First Amendment to Credit Agreement and Registration Rights Agreement by and between TriSalus Operating Life Sciences, Inc., TriSalus Life Sciences, Inc., OrbiMed Royalty & Credit Opportunities IV, LP., and OrbiMed Royalty & Credit Opportunities IV Offshore, LP.
Form 10-K
001-39813
10.26 April 15, 2025
10.21*
Amendment No. 1 to Amended and Restated Executive Employment Agreement, dated January 24, 2024, by and between TriSalus Life Sciences, Inc. and Richard Marshak.
Form 10-K
001-39813
10.30 April 15, 2025
10.22*
Amendment No. 2 to Amended and Restated Executive Employment Agreement, dated January 6, 2025, by and between TriSalus Life Sciences, Inc. and Richard Marshak.
Form 10-K
001-39813
10.31 April 15, 2025
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Incorporated by Reference
Exhibit Description Schedule/
Form
File Number Exhibits Filing Date
10.23 S econd Amendment to Credit Agreement by and between TriSalus Operating Life Sciences, Inc., T riSalus Life Sciences, Inc. and Orb iMed Royalty & Credit Opportunities IV, LP
Form 10-Q
001-39813
10.1 May 15, 2025
10.24##
A mendment No. 1 to Strategic Collaboration Agreement, dated March 2, 2021 , by and between Surefire Medical Inc. d/b/a TriSalus Life Sciences and the University of Texas M.D. Anderson Cancer Center
10-Q
001-39813
10.2 May 15, 2025
10.25 S ecurities Purchase Agreement dated April 30, 2025, by and among TriSalus Life Sciences, Inc. and the persons party thereto
8-K
001-39813
10.1 April 30, 2025
10.26 F orm of Registration Rights Agreement
8-K
001-39813
10.2 April 30, 2025
10.27 T ender and Sup port Agreement, dated April 30, 2025, by and among TriSalus Life Sciences, Inc. and the persons party thereto
8-K
001-39813
10.3 April 30, 2025
10.28*
E xecutive Employment Agreement by and between the Company and Da vid Patience, date d May 27, 2025
Form 10-Q
001-39813
10.1 August 12, 2025
10.29*
S ign-on Bonus Agreement by and between the Company and David Patience, dated May 27, 2025
Form 10-Q
001-39813
10.2 August 12, 2025
10.30*
C onsulting Agree ment, by and between the Company and David Patience, dated June 2, 2025
Form 10-Q
001-39813
10.3 August 12, 2025
19.1 TriSalus Life Sciences, Inc. Insider Trading Policy
Form 10-K
001-39813
19.1 April 15, 2025
21.1 List of Subsidiaries
Form 10-K
001-39813
21.1 April 15, 2025
23.1 Consent of Grant Thornton LLP, independent registered public accounting firm of TriSalus.
24.1 Power of Attorney (see signature page).
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Incorporated by Reference
Exhibit Description Schedule/
Form
File Number Exhibits Filing Date
31.1 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
31.2 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
32.1@
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
32.2@
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
97.1 TriSalus Life Sciences, Inc. Incentive Compensation Recoupment Policy.
Form 10-K 001-39813 97.1 April 11, 2024
101.INS Inline XBRL Instance Document – the instance documents does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents.
101.DEF Inline XBRL Taxonomy Extension Schema Document.
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page
(formatted as Inline XBRL and contained in Exhibit 101)
________________________
* Indicates management contract or compensatory plan or arrangement.
## Certain portions of this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because they are not material and are the type of information that the Registrant treats as private or confidential. The Registrant agrees to furnish supplementally an unredacted copy of the Exhibit, or any section thereof, to the SEC upon request.
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@ The certifications attached as Exhibits 32.1 and 32.2 are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Form 10-K), irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
TriSalus Life Sciences, Inc.
By: /s/ David Patience
Name: David Patience
Title: Chief Financial Officer
Date:
March 5, 2026
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mary Szela and David Patience, and each of them, his or her true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Mary Szela
Chief Executive Officer and Director
(Principal Executive Officer)
March 5, 2026
Mary Szela
/s/ David Patience
Chief Financial Officer
(Principal Financial and Accounting Officer)
March 5, 2026
David Patience
/s/ Mats Wahlström
Director and Chairman of the Board March 5, 2026
Mats Wahlström
/s/ Michael P. Stansky
Director March 5, 2026
Michael P. Stansky
/s/ Gary Gordon
Director March 5, 2026
Gary Gordon
/s/ Kerry Hicks
Director March 5, 2026
Kerry Hicks
/s/ David J. Matlin
Director March 5, 2026
David J. Matlin
/s/ William Valle Director March 5, 2026
William Valle
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