What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-04-15 compared with 2024-04-11 · 750 added, 492 removed, 609 unchanged (67% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statement of Operations

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Stockholders’ D eficit

Consolidated Statements of Cash Flows

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of TriSalus Life Sciences, Inc.:

Board of Directors and Stockholders

TriSalus Life Sciences, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of TriSalus Life Sciences, Inc.

and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2023 consolidated financial statements to retrospectively apply the change in accounting (resulting from the adoption of Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures) , as described in Note 2.

In our opinion, such adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2023 consolidated financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a whole.

Going Concern

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

As discussed in Note 1 to the consolidated financial statements, the Company has incurred a loss of $33.2 million for the year ended December 31, 2024, and has an accumulated deficit of $279.5 million as of December 31, 2024.

These matters raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Those standards require that we plan and perform the audit 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 audit 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.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide a reasonable basis for our opinion.

/s/ Grant Thornton LLP

We have served as the Company’s auditor since 2024.

Chicago, Illinois

April 15, 2025

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

TriSalus Life Sciences, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of TriSalus Life Sciences, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

We have audited, before the effects to retrospectively apply the change in accounting described in paragraph (q) of Note 2, the consolidated balance sheet of TriSalus Life Sciences, Inc.

and subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

The consolidated financial statements before the effects described in paragraph (q) of Note 2 are not presented herein.

In our opinion, the consolidated financial statements, before the effects to retrospectively apply the change in accounting described in paragraph (q) of Note 2, present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

We were not engaged to audit, review, or apply any procedures to retrospectively apply the change in accounting described in paragraph (q) of Note 2 and, accordingly, we do not express an opinion or any other form of assurance about whether such retrospective application is appropriate and had been properly applied.

The retrospective adoption was audited by other auditors.

Going Concern

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These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion .

We have served as the Company’s auditor since 2022.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor from 2022 to 2023.

Denver, Colorado

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Cash and cash equivalents $ 8,525 11,777

Accounts receivable 3,554 1,557

Inventory, net 2,545 1,471

Accounts receivable, net 5,087 3,554

Inventory 4,048 2,545

Prepaid expenses 3,009 2,986

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Right-of-use assets 1,210 1,179

Intangible assets, net 1,127 802

Other assets 423 466

Total assets $ 23,971 $ 24,598

Liabilities, Convertible Preferred Stock and Stockholders’ Deficit

Liabilities and Stockholders’ Deficit

Current liabilities:

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Accrued liabilities 7,355 10,556

Series B-2 tranche liabilities — 4,702

Series B-3 warrant liabilities — 15,819

Short-term lease liabilities 216 351

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Total current liabilities 10,228 14,687

Long-term debt, net of unamortized discount and debt issuance costs 22,084 —

Revenue base redemption liability 507 —

Long-term lease liabilities 1,329 1,244

Contingent earnout liability 7,401 18,632

Warrant liabilities and other long-term liabilities 17,100 369

Warrant and SEPA liabilities 8,316 17,100

Total liabilities 49,865 51,663

Convertible Preferred Stock — 164,006

Commitments and contingencies

Stockholders’ deficit:

Preferred Stock, Convertible preferred stock, Series A, $ 0.0001 par value per share, $ 10.00 liquidation value per share.

Authorized 10,000,000 and 0 shares at December 31, 2023 and 2022, respectively;

Preferred Stock, Convertible Series A, $ 0.0001 par value per share, $ 10.00 liquidation value per share.

Authorized 10,000,000 shares at December 31, 2024 and 2023, respectively;

issued and outstanding, 3,985,002 and 4,015,002 shares at December 31, 2024 and 2023, respectively

Common stock, $ 0.0001 par value per share.

Authorized 400,000,000 and 30,898,162 shares at December 31, 2023 and 2022, respectively;

Authorized 400,000,000 shares at December 31, 2024 and 2023, respectively;

issued and outstanding 31,279,264 shares and 26,413,213 shares at December 31, 2024 and 2023, respectively

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Total stockholders’ deficit ( 25,894 ) ( 27,065 )

Total liabilities, convertible preferred stock and stockholders’ deficit $ 25,725 $ 21,995

Total liabilities and stockholders’ deficit $ 23,971 $ 24,598

See accompanying notes to consolidated financial statements.

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Loss from operations ( 36,165 ) ( 54,475 )

Other income (expense)

Interest income 404 431

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Loss on equity issuance — ( 5,874 )

Change in fair value of tranche and warrant liabilities ( 10,855 ) ( 2,186 )

Change in fair value of contingent liabilities 10,293 —

Other income and expense, net ( 379 ) ( 420 )

Extinguishment of tranche liability — 1,520

Change in fair value of warrant, SEPA, and revenue base redemption liabilities ( 2,107 ) ( 10,855 )

Change in fair value of contingent earnout liability 11,231 10,293

Other expenses, net ( 312 ) ( 378 )

Loss before income taxes ( 30,039 ) ( 59,354 )

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deficit Total

Stockholders’

Equity (Deficit)

Shares Amount Shares Amount

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Exercise of options — — 247,612 — 180 — 180

Exercise of common stock warrants — — 69 — — — —

Share-based compensation — — — — 368 — 368

Deemed dividend — — — — 2,829 ( 2,829 ) —

Net loss — — — — — ( 47,187 ) ( 47,187 )

At December 31, 2022 — $ — 347,926 $ — $ 10,028 $ ( 186,358 ) $ ( 176,330 )

Exercise of options — — 247,612 — 180 — 180

Share-based compensation — — — — 1,402 — 1,402

Stock-based compensation — — — — 1,402 — 1,402

Deemed dividend — — — — 2,981 ( 2,981 ) —

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At December 31, 2023 4,015,002 $ — 26,413,213 $ 2 $ 222,437 $ ( 249,504 ) $ ( 27,065 )

Exercise of options — — 180,778 — 76 — 76

Stock-based compensation — — — — 5,441 — 5,441

Proceeds from sale of common stock — — 2,542,262 1 15,474 — 15,475

Record exchange warrants — — — — 11,924 — 11,924

Record issuance costs — — — — ( 1,700 ) — ( 1,700 )

Issuance of common stock for exchange warrants — — 2,110,366 — — — —

Preferred stock conversion ( 30,000 ) — 32,645 — — — —

Net loss — — — — — ( 30,045 ) ( 30,045 )

At December 31, 2024 3,985,002 $ — 31,279,264 $ 3 $ 253,652 $ ( 279,549 ) $ ( 25,894 )

See accompanying notes to consolidated financial statements.

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Cash flows from operating activities:

Net loss $ ( 59,038 ) $ ( 47,187 )

Net loss available to common stockholders $ ( 30,045 ) $ ( 59,363 )

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

Depreciation and amortization 702 398

Loss on equity issuance 4,353 8,312

Change in fair value of tranche and warrant liabilities 10,855 2,186

Depreciation 744 684

Reduction in the carrying amount of right-of-use assets 264 202

Change in fair value of warrants and SEPA liability 2,777 10,855

Change in fair value of contingent earnout liabilities ( 11,231 ) ( 10,293 )

Share-based compensation expense 1,402 368

Change in fair value of Initial OrbiMed Warrant and revenue base redemption liabilities ( 670 ) —

Non-cash interest expense 604 —

Loss on equity issuance — 5,874

Extinguishment of tranche liability

Stock-based compensation expense 5,441 1,402

Allowance for credit losses 187 —

Loss on disposal of fixed assets 23 44

Loss on impairment of intangible assets 190 —

Amortization of debt issuance costs 612 —

Milestone payment to Dynavax — 1,000

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Prepaid expenses ( 1,708 ) 1,032

Operating lease right-of-use assets 202 112

Deposits 43 —

Operating lease liabilities ( 278 ) ( 281 )

Trade payables, accrued expenses and other liabilities 2,839 5,246

Trade payables and accrued liabilities ( 4,384 ) 2,838

Net cash used in operating activities ( 40,843 ) ( 50,578 )

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Milestone payment to Dynavax — ( 1,000 )

Cash paid for intellectual property and licenses ( 533 ) ( 131 )

Net cash used in investing activities ( 345 ) ( 1,588 )

Cash flows from financing activities:

Proceeds from the issuance of preferred stock, net of costs of $ 0 and $ 242 , in the years ended December 31, 2023 and 2022, respectively

Proceeds from the issuance of preferred stock — 9,189

Proceeds from the issuance of common stock 15,537 —

Proceeds from exercise of preferred stock warrants — 9,630

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Offering costs related to Business Combination — ( 1,116 )

Debt issuance costs ( 2,593 ) —

Proceeds from the issuance of debt 25,000 —

Payments on finance lease liabilities ( 84 ) ( 87 )

Cash proceeds from the exercise of stock options for common stock 179 94

Proceeds from the exercise of stock options for common stock 76 179

Net cash provided by financing activities 37,936 54,629

Increase (decrease) in cash, cash equivalents and restricted cash 2,463 ( 20,637 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 3,252 ) 2,463

Cash, cash equivalents and restricted cash, beginning of period 12,127 9,664

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Supplemental disclosures of cash flow information:

Cash paid during the year for:

Interest paid 1,750 18

Income taxes 18 14

Supplemental disclosure of noncash items:

Right-of-use assets obtained in exchange for new operating lease liabilities 294 —

See accompanying notes to consolidated financial statements.

Fixed asset purchases included in trade payables and accrued expenses — 19

Prepaid warrant issuance costs 1,700 —

Fair value of initial warrants issued with OrbiMed debt 362 —

Fair value of revenue base redemption liability related to OrbiMed debt 507 —

Non-cash interest expense 604 —

Transfer of warrant liability to common stock upon exercise of warrant 11,924 —

Transfer of warrant liability to preferred stock upon exercise of warrants — 25,409

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As further described in Note (3) Business Combination , Legacy TriSalus was deemed to be the accounting acquirer and predecessor company in the Business Combination.

Thus, the prior periods presented in these consolidated financial statements are of Legacy TriSalus.

We are engaged in the research, development, and sales of innovative drug delivery technology and immune-oncology therapeutics to improve outcomes in difficult to treat liver and pancreatic cancer.

Our technology is utilized in the delivery of our therapeutics and administered by interventional radiologists.

We are developing and marketing two product lines — Pressure Enabled Drug Delivery (“PEDD™) infusion systems, in use today, and an investigational agent, nelitolimod (SD-101), which shows potential to enhance immune system response in the treatment of hepatocellular cancer, pancreatic cancer and other liver solid tumors.

The combination of our PEDD technology with nelitolimod is focused on solving the two main barriers in the tumor micro environment that inhibits the success of immunotherapy.

The first barrier (mechanical) is comprised of high intratumoral pressure within tumors that limits drug uptake and the second barrier (biological) is the reversal of intratumoral immunosuppression.

We are a growing, oncology focused medical technology business seeking to transform outcomes for patients with solid tumors by integrating our innovative delivery technology with standard-of-care therapies, and with our investigational immunotherapeutic, nelitolimod, a class C Toll-like receptor 9 (“TLR9”) agonist, for a range of different therapeutic and technology applications.

Our ultimate goal is to transform the treatment paradigm for patients battling solid tumors.

We have developed an innovative technology designed to overcome two of the most significant challenges that prevent optimal delivery and performance of therapeutics in these difficult-to-treat diseases:

(i) high intratumoral pressure caused by tumor growth and collapsed vasculature restricting the delivery of oncology therapeutics and (ii) off target delivery.

Nelitolimod, specifically, combined with our technology, aims to address the immunosuppressive properties of tumor immune cells in liver, pancreas and other solid tumors.

By systematically addressing these barriers, we aim to improve response to therapies and to enable improved patient outcomes.

We market our cutting-edge Pressure Enabled Drug Delivery (PEDD™) infusion systems, which optimize therapeutic delivery for hepatocellular carcinoma, pancreatic carcinoma, and other solid liver tumors.

Our PEDD with SmartValve™ is the only technology designed to work in synchrony with the cardiac cycle to open collapsed vessels in the tumor to enable deeper perfusion and improve therapeutic drug delivery in tumors with high intratumoral pressure.

PEDD with SmartValve has been shown in prospective and retrospective clinical studies and in multiple pre-clinical models to improve therapy uptake and tumor response.

Additionally, we are studying a drug product candidate, nelitolimod (a TLR9 agonist), which has demonstrated a potential to enhance immune system response, when delivered via PEDD, in the treatment of pancreatic cancer and other liver solid tumors.

The combination of our PEDD technology with nelitolimod is focused on solving the two main barriers in the tumor microenvironment that inhibits the success of systemic therapies.

The first barrier (mechanical) is comprised of high intratumoral pressure within tumors that limits drug uptake and the second barrier (biological) is the reversal of intratumoral immunosuppression.

Nelitolimod has a dual mechanism of action in solid tumors which includes the alteration of the tumor microenvironment by reducing immunosuppressive myeloid derived suppressor cells while simultaneously activating immune response and recruiting T-cells to the tumor, allowing checkpoint inhibitors to work more effectively.

TriNav™ is the newest therapy delivery device with SmartValve technology for the proprietary PEDD approach.

Current sales consist of the TriNav Infusion System, introduced in 2020, and a family of related guiding catheters.

Current sales consist of the TriNav Infusion System, introduced in 2020.

In 2020, we gained transitional pass-through payments (“TPT”) approval from the Centers for Medicare & Medicaid Services (“CMS”), which allows hospitals to cover the cost of using TriNav.

The approval expired at the end of 2023.

On June 1, 2023, we applied for a new technology APC code with CMS.

In December 2023, CMS granted a New Technology Healthcare Common Procedure Coding System ("HCPCS") code for procedures involving TriNav.

This new code, HCPCS C9797, has been assigned to the Ambulatory Payment Classification ("APC") code 5194 - Level 4 Endovascular procedures.

The new code became effective on January 1, 2024, and may be reported by hospital outpatient departments and ambulatory surgical centers.

We believe the full potential of our technology can be realized through the combination of our drug delivery technology with immune-oncology drugs, so, in July 2020, we acquired our first immune-oncology drug, nelitolimod, and began clinical development of nelitolimod for treatment of liver and pancreatic cancers.

We have funded operations to date principally with proceeds from the sale of preferred stock, from the issuance of debt and convertible debt, the exercise of warrants, and from proceeds received upon the closing of the Business Combination.

Since inception of the Company in 2009 through December 31, 2023, we have issued for cash $ 164,364 of preferred stock, (of which $ 36,854 was raised at the closing of the Business Combination, including issuance of Series A convertible preferred stock), which, along with $ 560 of common stock and $ 57,466 of convertible notes and warrants, has funded the cumulative net losses of $ 248,377 .

During the year ended December 31, 2023, we raised a total of $ 9,189 in

cash through issuance of Series B-2 and B-3 preferred stock, $ 9,630 from the exercise of warrants, and $ 179 from the exercise of stock options.

See note (14) Convertible Preferred Stock for further discussion of the convertible debt, warrants and the 2023 financing rounds.

As of December 31, 2023, we had cash, cash equivalents and restricted cash of $ 12,127 .

The Company is still in its early stage, has a history of recurring operating losses, has yet to generate revenues sufficient to create positive cash flow and has accumulated deficit of $ 248,377 as of December 31, 2023.

We are currently undergoing a strategic transformation from a company focused solely on the sale of our infusion systems to a therapeutic company whereby our medical devices will be marketed alongside the pharmaceutical drugs and other treatments that the devices deliver to patients.

This transformation requires that we restructure our operating infrastructure, resulting in an increase in operating expenses — including the development of a candidate pharmaceutical — that, in the short term, will not be fully offset by increased revenues.

On June 1, 2023, we applied for a new technology Ambulatory Payment Classification ("APC") code with CMS.

In December 2023, CMS granted a New Technology Healthcare Common Procedure Coding System ("HCPCS") code for both mapping and therapeutic procedures involving TriNav.

This code, HCPCS C9797, has been assigned to the APC code 5194 - Level 4 Endovascular procedures.

The code became effective on January 1, 2024, and may be reported by hospital outpatient departments and ambulatory surgical centers.

Effective April 1, 2025, TriNav received a second unique and permanent HCPCS code from CMS, C8004, which

has been assigned to APC 5193 (Level 3 Endovascular Procedures).

This new code provides reimbursement clarity for mapping procedures conducted prior to TARE.

As of December 31, 2024, we had cash, cash equivalents and restricted cash of $ 8.9 million.

The Company is still in its early stage, has a history of recurring operating losses, has yet to generate revenues sufficient to create positive cash flow and has an accumulated deficit of $ 279.5 million as of December 31, 2024.

Without additional financing and based on our sales, operations and research and development plans, our management estimates that our existing cash and cash equivalents will be insufficient to fund our projected liquidity requirements for the next 12 months.

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Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period.

In evaluating our ability to continue as a going concern, management projected our cash flow sources and needs and evaluated the conditions and events have raised substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements were issued.

In evaluating our ability to continue as a going concern, management projected our cash flow sources and needs and evaluated that conditions and events have raised substantial doubt about our ability to continue as a going concern within one year after the date that these consolidated financial statements were issued.

Management’s plans to address the conditions and events have considered our current projections of future cash flows, current financial condition, sources of liquidity and debt obligations for at least one year from the date of issuance of these consolidated financial statements in considering whether we have the ability to fund future operations and meet our obligations as they become due in the normal course of business.

Our ability to fund future operations and to continue the execution of our long-term business plan and strategy, including our transformation into a therapeutics company, will require that we raise additional capital through a combination of collaborations, strategic alliances and licensing arrangements, and issuance of additional equity and/or long-term debt.

As described in note (13) Standby Equity Purchase Agreement, w e have the right but not the obligation to sell up to $ 30,000 of our Common Stock at our request under Standby Equity Purchase Agreement, subject to terms and conditions specified in the agreement.

Outside of this agreement, there can be no assurance that we will be able to raise such additional financing or, if available, that such financing can be obtained on satisfactory terms.

We have funded operations resulting in the cumulative net losses of $ 279.5 million, as of December 31, 2024, principally with proceeds from the sale of preferred stock, from the issuance of debt and convertible debt, and the closing of the Business Combination.

For the year ended December 31, 2024, we issued $ 15.6 million of common stock for cash, which included $ 76 from the exercise of stock options.

As described in Note (13) Standby Equity Purchase Agreement , we have the right but not the obligation, to sell up to $ 30.0 million of our Common Stock at our request under the Standby Equity Purchase Agreement, which we entered into with YA II PN, Ltd.

("Yorkville") on October 2, 2023 (the "SEPA"), subject to terms and conditions specified in the agreement.

For the year ended December 31, 2024, we sold 2,290,377 shares of common stock under the SEPA, raising $ 14.1 million.

During the year ended December 31, 2024, we also raised an additional $ 1.0 million, before expenses, through the sale of common stock in a private placement.

On April 30, 2024 (the "OrbiMed Closing Date"), we entered into the OrbiMed Credit Agreement (the "Credit Agreement") with OrbiMed Royalty & Credit Opportunities IV, LP ("OrbiMed"), a healthcare investment firm.

Under the terms of the OrbiMed Credit Agreement, we may borrow up to $ 50.0 million, of which we immediately drew $ 25.0 million, before expenses.

The remaining debt is available in two increments of $ 10.0 million and $ 15.0 million, subject to the achievement of certain revenue targets.

Subsequent to December 31, 2024, we drew the $ 10.0 million increment before expenses.

As part of the First Amendment To Credit Agreement and Registration Rights Agreement, effective March 20, 2025, we received a waiver for the prior default events related to the Series A Convertible Preferred Stock conversions and the Agreement was amended to allow for these conversions going forward.

In addition, we received a waiver on March 31, 2025 to extend the timing for the required audited financial statements to occur on or before April 15, 2025.

Upon receiving the waivers, we were in compliance with all financial covenants under the OrbiMed Credit Agreement.

In addition, we received See Note (14) Debt for further discussion.

Outside of these agreements, there can be no assurance that we will be able to raise such additional financing or, if available, that such financing can be obtained on satisfactory terms.

If adequate capital resources are not available on a timely basis, we intend to consider limiting our operations substantially.

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We are subject to various risks and uncertainties frequently encountered by companies in the early stages of growth, particularly companies in the rapidly evolving market for medical technology-based and pharmaceutical products and services.

Such risks and uncertainties include, but are not limited to, a limited operating history, need for additional capital, a volatile business and technological environment, the process to test and obtain approval to market the candidate pharmaceutical, an evolving business model, and demand for our products.

To address these risks, we must, among other things, gain access to capital in sufficient amounts and on acceptable terms, maintain and increase our customer base, implement and successfully execute our business strategy, develop the candidate pharmaceutical, continue to enhance our technology, provide superior customer service, and attract, retain, and motivate qualified personnel.

Such risks and uncertainties include, but are not limited to, a limited operating history, need for additional capital, a volatile business and technological environment, the process to test and obtain approval to market the nelitolimod, an evolving business model, and demand for our products.

To address these risks, we must, among other things, gain access to capital in sufficient amounts and on acceptable terms, maintain and increase our customer base, implement and successfully execute our business strategy, develop nelitolimod, continue to enhance our technology, provide superior customer service, and attract, retain, and motivate qualified personnel.

There can be no guarantee that we will succeed in addressing such risks.

(2) Summary Of Significant Accounting Policies

(a) Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S.

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TriSalus Operating Life Sciences, Inc., TriSalus Medical LLC and TriSalus Therapeutics LLC.

Unless otherwise specified, references to the

Company are references to TriSalus Life Sciences Inc.

Unless otherwise specified, references to the Company are references to TriSalus Life Sciences, Inc.

and its consolidated subsidiaries.

All intercompany transactions and balances have been eliminated upon consolidation.

We have modified the presentation of certain warrants within our financial statements and corresponding footnotes.

In previous filings, we reported the Working Capital Warrants in combination with the Private Warrants, calling them collectively the Private Warrants.

For the current Annual Report on Form 10-K, we have separated the Working Capital Warrants from the Private Placement Warrants.

We have modified the presentation through the separation of the activity related to the extinguishment of certain pre-merger equity and the associated tranche liability.

We have also modified the presentation of the Long-Lived Assets footnote to conform with the current year presentation and provide comparative information.

(a) Revision of Previously Issued Financial Statements

In connection with the preparation of the consolidated financial statements for the period ended December 31, 2024, we identified errors in our previously filed consolidated financial statements and unaudited quarterly consolidated financial statements relating to incorrectly capitalizing the costs of obtaining and maintaining patents.

In accordance with Staff Accounting Bulletins (“SAB”) No.

99, Materiality and SAB No.

108, Considering the Effects of Misstatements when Quantifying Misstatements in the Current Year Financial Statements , we assessed the materiality of these errors to our previously issued and current year consolidated financial statements.

Based upon our evaluation of both quantitative and qualitative factors, we concluded the errors were not material to our previously issued annual or interim consolidated financial statements.

The following table summarize the effects and modification of the revision on our previously issued consolidated financial statements for prior year ended December 31, 2023 and the first quarter of 2024 (in thousands, except net loss per share) for associated activity all of which occurred through March 31, 2024:

As Previously Stated Adjustments As Revised

Consolidated Balance Sheet 12/31/23 12/31/23 12/31/23

Intangible assets, net $ 1,127 $ ( 1,127 ) $ —

Total assets 25,725 ( 1,127 ) 24,598

Accumulated deficit ( 248,377 ) ( 1,127 ) ( 249,504 )

Total Stockholders' deficit ( 25,938 ) ( 1,127 ) ( 27,065 )

Consolidated Statement of Operations As Previously Stated Adjustments As Revised

Twelve Months Ended December 31, 2023

Research and development expenses 29,510 325 29,835

Loss from operations ( 54,150 ) ( 325 ) $ ( 54,475 )

Net loss available to common stockholders ( 59,038 ) ( 325 ) ( 59,363 )

Net loss attributable to common stockholders ( 63,277 ) ( 325 ) ( 63,602 )

Net loss per share, basic and diluted ( 6.73 ) ( 0.04 ) ( 6.77 )

Three Months Ended March 31, 2024

Research and development expenses $ 5,857 $ ( 13 ) $ 5,844

Loss from operations ( 11,685 ) 13 $ ( 11,672 )

Net loss available to common stockholders ( 13,219 ) 13 $ ( 13,206 )

Net loss attributable to common stockholders ( 14,020 ) 13 $ ( 14,007 )

Net loss per share, basic and diluted ( 0.60 ) — ( 0.60 )

Consolidated Statement of Cash Flows As Previously Stated Adjustments As Revised

Year Ended December 31, 2023

Net loss available to common stockholders $ ( 59,038 ) $ ( 325 ) $ ( 59,363 )

Depreciation and amortization 702 ( 18 ) 684

Loss on impairment of intangible assets 190 ( 190 ) —

Net cash used in operating activities ( 50,045 ) ( 533 ) ( 50,578 )

Cash paid for intellectual property and licenses ( 533 ) 533 —

Net cash used in investing activities ( 2,121 ) 533 ( 1,588 )

Three Months Ended March 31, 2024

Net loss available to common stockholders $ ( 13,219 ) $ 13 $ ( 13,206 )

Depreciation and amortization 188 ( 13 ) 175

Net cash used in operating activities ( 10,867 ) — $ ( 10,867 )

(b) Cash, Cash Equivalents, and Restricted Cash

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Our cash is deposited primarily with two financial institutions.

Our cash is deposited primarily with two Federal Deposit Insurance Corporation (“FDIC”) insured financial institutions.

At times, the deposits in these institutions may exceed the amount of insurance provided on such deposits.

We have not experienced any losses in such accounts and believe that we are not exposed to any significant risk on these balances.

Although we have not experienced any losses in such accounts and believe that we are not exposed to any significant risk on these balances, bank failures, events involving limited liquidity, defaults, non-performance, or other adverse developments that affect financial institutions, or concerns or rumors about such events, may lead to liquidity constraints.

(d) Accounts Receivable and Customer Concentrations

Accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable.

We review our allowance for doubtful accounts periodically and establish reserves based on management’s expectations of realization based on historical write-off experience, as well as current general economic conditions and expectations regarding collection.

Our payment terms are typically on net 30 day terms.

Our accounts receivables balances were 5.1 million and 3.6 million as of December 31, 2024 and 2023 and $ 1.6 million as of January 1, 2023, respectively.

In accordance with ASC Topic 326, Financial Instruments-Credit Losses , the allowance for credit losses is our best estimate of the amount of probable credit losses in our existing accounts receivable.

We review our allowance for credit losses periodically and establish reserves based on management’s expectations of realization based on historical write-off experience, as well as current general economic conditions and expectations regarding collection.

Account balances are charged against the allowance after all reasonable means of collection have been exhausted and the potential for recovery is considered remote.

We did not sell to any distributors during the year ended December 31, 2023.

As of December 31, 2022, one distributor customer constituted 19 % of our accounts receivable balance.

We had one distributor customer which constituted 0 % and 20 % of our revenue for the years ended December 31, 2023 and 2022, respectively.

The arrangement with this distributor terminated on December 31, 2022.

We did not incur any credit losses for the year ended December 31, 2023.

The following table summarizes the allowance for credit losses accounts activity:

December 31, 2024

Beginning Balance $ —

Amount charged (reversed) to costs and expenses 187

Write-off of uncollectible receivables —

Ending Balance $ 187

(e) Inventory

Inventory is carried at the lower of cost or net realizable value.

The balance includes the cost of raw materials, and finished goods — including direct labor and manufacturing overhead — and is recorded on the first-in first-out method.

The balances are recorded on the first-in first-out method.

Raw materials consist of purchase material, completed sub-assemblies, and parts for general production use.

Finished goods consist of completed products, including direct labor and manufacturing overhead.

Write-downs for excess and obsolete inventory are charged to cost of goods sold in the period when conditions giving rise to the write-downs are first recognized.

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Actual results could differ significantly from those estimates.

The most significant estimates relate to the valuation of warrant liabilities and tranche liabilities, the contingent earnout liability, certain of our clinical expense accruals, and the valuation allowance on deferred tax assets.

The most significant estimates relate to the valuation of the Initial OrbiMed warrant liability, the contingent earnout liability, the Revenue Base Redemption liability, certain of our clinical expense accruals, and the valuation allowance on deferred tax assets.

(g) Property and Equipment

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Lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term.

Lease ROU assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable.

ROU assets also include the effect of any lease payments made prior to or on lease commencement and excludes lease incentives and initial direct costs incurred, as applicable.

As the implicit rate in our leases is typically unknown, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments.

When calculating our incremental borrowing rates, we consider our credit risk, the term of

the lease, and total lease payments and adjusts for the impacts of collateral as necessary.

When calculating our incremental borrowing rates, we consider our credit risk, the term of the lease, and total lease payments and adjusts for the impacts of collateral as necessary.

The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

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Finance lease ROU assets are presented with property and equipment, net in the Consolidated Balance Sheets.

(i) Contingent Earnout Liability

(i) Warrants Liabilities

Freestanding financial instruments that permit the holder to acquire shares that are either puttable by the holder, redeemable or contingently redeemable are required to be reported as liabilities in the consolidated financial statements.

We present such liabilities on the balance sheets at their estimated fair values.

Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the Consolidated Statements of Operations.

We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption liability of the underlying convertible preferred stock.

In connection with the Business Combination, we assumed warrants to purchase Common Stock.

The warrants include the Public Warrants, Private Placement Warrants and Working Capital Warrants.

We value the liability for all of the warrants based on the trading price of the publicly held warrants.

See Note (10) Warrants and (4) Financial Instruments for further discussion.

In connection with our borrowing under the Initial OrbiMed Credit Agreement, we issued the Initial OrbiMed Warrant, which we classified as a derivative liability because it did not meet the equity classification criteria under ASC 815-40.

We calculated the fair value of the Initial OrbiMed Warrant based on the Black-Scholes-Merton option valuation model (“Black-Scholes”).

This model considers several variables and assumptions in estimating the fair value of financial instruments, including the per-share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected stock price volatility over the expected term, and expected annual dividend yield.

We calculated the expected terms as the contractual expiration period.

The risk-free interest rate is estimated using the rate of return on U.S.

treasury notes with a life that approximates the expected term.

Our Common Stock does not have sufficient trading history and, therefore, we used the historical volatility of the stock prices of similar publicly traded peer companies.

We utilized a dividend yield of zero , as we have no history or plan of declaring dividends on the Company's Common Stock.

(j) Revenue Base Redemption Liability

In connection with our the Initial OrbiMed Loan, a “Product Revenue Base” (i.e., with respect to any period, the net revenues for such period from sales of TriNav) on a trailing 12-month basis does not equal or exceed the specified amounts, we will start repaying the outstanding principal amount of the loans under the OrbiMed Credit Agreement.

These required revenue thresholds are referred to as the “Revenue Base Redemption Liability." We determined that we should bifurcate and separately recognize the Revenue Base Redemption Liability.

We determined the value of the Revenue Base Redemption Liability using a Monte Carlo simulation of future revenue and valuing the Initial Term Loan using the with and without method.

The change in fair value of the liability is recorded in the Consolidated Statement of Operations.

See Note (14) Debt for further detail.

(k) Contingent Earnout Liability

In connection with the execution of the Merger Agreement, MTAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with MedTech Acquisition Sponsor LLC (the "Sponsor”), Legacy TriSalus and MTAC’s directors and officers (the Sponsor and MTAC’s directors and officers, collectively, the “Sponsor Holders”).

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The Sponsor Earnout Shares are classified as a liability in the Company’s Consolidated Balance Sheets because they do not qualify as being indexed to the Company’s own stock.

The earnout liability was initially measured at fair value at the Closing Date and is subsequently remeasured at the end of each reporting period.

The earnout liability was initially measured at fair value at the Closing Date using a Monte Carlo simulation of our future stock price and is subsequently remeasured at the end of each reporting period.

The change in fair value of the earnout liability is recorded in the Consolidated Statements of Operations.

See Notes (4) Financial Instruments and (9) Contingent Earnout Liability for further detail.

(j) Standby Equity Purchase Agreement

(l) Standby Equity Purchase Agreement

In October 2023, the Company entered into a SEPA with Yorkville.

Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville up to $ 30,000 of shares of Common Stock at the Company’s request any time during the 24 months following the execution of such purchase agreement, subject to certain conditions.

The SEPA, in its entirety, is not classified as a liability pursuant to ASC 480, is accounted for as a derivative pursuant to ASC 815-10, Derivatives and Hedging ("ASC 815-10").

Changes in the fair value are recognized in earnings.

(k) Impairment and Disposal of Long-Lived Assets

We review long-lived assets and intangible assets (principally patents) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Pursuant to the SEPA, the Company has the right, but not the obligation, to sell to Yorkville up to $ 30.0 million of shares of Common Stock at the Company’s request any time during the 24 months following the execution of such purchase agreement, subject to certain conditions.

The SEPA, in its entirety, is not classified as a liability pursuant to ASC 480, and is accounted for as a derivative pursuant to ASC 815-10, Derivatives and Hedging ("ASC 815-10").

The SEPA derivative is valued based on a scenario-based valuation model utilizing the expected draws, probability of the draws and risk-free rate inputs.

The change in the fair value of the derivative is recorded in the Consolidated Statements of Operations.

See Note (13) Standby Equity Purchase Agreement for further detail.

(m) Impairment and Disposal of Long-Lived Assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is generally measured by a comparison of the carrying amount of the asset to future net cash flows expected to be generated by the asset.

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Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

(l) Share-Based Compensation

We account for all employee share-based compensation awards by recording expense based on the estimated fair value of the awards at the time of grant using the Black-Scholes-Merton option valuation model (“Black-Scholes”) for stock

options and price of our common stock on the grant date for restricted stock units ("RSUs").

(n) Share-Based Compensation

We account for all employee share-based compensation awards by recording expense based on the estimated fair value of the awards at the time of grant using the Black-Scholes for stock options and price of our common stock on the grant date for restricted stock units ("RSUs") and performance stock units ("PSUs").

The determination of fair value using an option-pricing model is affected by the estimated fair value of the Company’s stock, as well as assumptions regarding a number of variables including, but not limited to, the fair value of underlying stock at the grant date, expected volatility of the underlying stock over the term of the awards, projected employee stock option exercise behaviors, and risk-free interest rates.

We have elected to not include an estimated forfeiture rate in our share-based compensation expense recognition, in accordance with ASC Topic 718, Compensation — Stock Compensation , and we account for forfeitures in the period in which they occur.

The estimated fair value of options and RSUs granted is recognized as compensation expense on a straight-line basis over the expected life for each separately vesting portion of the awards.

(m) Segment Reporting

We have determined, in accordance with ASC Topic 280, Segment Reporting , that we operate under one operating segment, and therefore one reportable segment, TriSalus.

Our Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of assessing performance and allocation resources.

All of our long-lived assets, and all of our customers, are located in the United States.

(n) Revenue Recognition

The estimated fair value of options, RSUs and PSUs granted are recognized as compensation expense on a straight-line basis over the expected life for each separately vesting portion of the awards.

All shares issued upon the exercise of stock options and vesting of RSUs and PSUs are from our reserved authorized common stock.

(o) Revenue Recognition

Our revenue is derived from the shipments of our PEDD infusion systems to our customers.

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Identify the performance obligation — Our performance obligation is to deliver the ordered products in accordance with the terms of the purchase order, which constitutes a single performance obligation.

We do not have any on-going service obligation after delivery.

We do not have any on-going service obligation after delivery and only offer our customers an assurance-type warranty, which provides assurance the product will work as intended.

Determine the transaction price — We maintain a single sales price for each of our products, which is generally fixed.

For customers with rebate agreements, the rebates are accounted for within a contra-revenue account at the time the rebate milestone is achieved.

We do not have a history of any significant refunds, allowances or other concessions provided to our customers from the agreed-upon sales price after delivery of the product.

Refunds, allowances or other concessions are accounted for as a reduction of revenue.

Allocate the transaction price — We do not have multiple performance obligations to complete when we fulfill a purchase order, as such, the transaction price is allocated fully to the units being sold.

Recognize revenue — We recognize revenue at the point-in-time when the units for a purchase order have been shipped and control of the units has transferred to the customer, as evidenced by the delivery terms on the shipping documents.

Typically, we ship Ex Works, so we recognize revenue when the shipment leaves our premises.

Typically, we ship Ex Works;

therefore, we recognize revenue when the shipment leaves our premises.

In certain cases, the purchase order specifies alternate shipping terms, usually DAP (delivery at place).

In those cases, we defer revenue recognition until we are assured the units have been delivered and control has transferred to the customer.

(o) Research and Development

Our sale team is able to make in-person sales.

When this occurs, the revenue in not recognized until we receive a Purchase Order ("P.O.") from the customers, with the inventory treated as consignment until the time receiving the P.O.

Shipping and handling activities are not considered to be a separate performance obligation;

therefore, the costs are considered to be a fulfillment cost and the expenses are accounted for within cost of goods sold.

We provide certain customers with rebates that are explicitly stated in our contracts and are recorded as a reduction of revenue in the period the conditions for the rebates are achieved.

The rebates result from performance-based offers that are primarily based on attaining contractually specified sales volumes.

Subsequent to a rebate being earned, the customer receives a credit to apply to future purchases.

We recognized $ 0.3 million and $ 0.2 million of rebates in the 12 months ended December 31, 2024 and 2023, respectively.

(p) Research and Development

Research and development (“R&D”) costs include our engineering, regulatory, pre-clinical and clinical activities.

R&D costs are expensed as incurred and included development milestone payments of $ 1,000 to Dynavax for nelitolimod in each of the years ended December 31, 2023 and 2022, respectively.

R&D costs are expensed as incurred.

The costs are related to internal headcount and external services we purchase, such as pre-clinical supplies and materials, clinical study management and supplies, and consulting related to our R&D.

There were no development milestone payments to Dynavax for nelitolimod in for the year ended December 31, 2024 as compared to $ 1.0 million for the year ended December 31, 2023.

See Note (12) Dynavax Purchase for further discussion of Dynavax.

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Nonrefundable advance payments for goods and services are deferred and recognized as expense in the period that the related goods are consumed or services are performed.

(p) Advertising

Advertising expense, which is included in sales and marketing costs, is expensed as incurred, and expense for the years ended December 31, 2023 and 2022, was $ 1,346 and $ 2,201 , respectively.

(q) Income Taxes

(q) Segment Reporting

Our Chief Operating Decision Maker (“CODM”), the Chief Executive Officer ("CEO"), reviews our financial information on a consolidated basis for purposes of allocating resources and evaluating its financial performance.

The CEO considers recommendations from the Chief Financial Officer ("CFO") and reviews the Monthly Financial Report ("MFR"), including financial information and the Company’s performance highlights, such as revenue, accounts receivable and inventory balances, cash flows and cash on-hand, operational expenditures and headcount.

Based on the Company’s consolidated financial information, the CEO makes the key operating decisions and determines how resources should be allocated.

Once the CEO has decided, the CEO and CFO are responsible for carrying out the CEO’s decisions.

All of our customers and long-lived assets are located in the United States.

Since the Company operates as a single reporting segment, all required segment reporting disclosures can be found in the consolidated financial statements.

Accordingly, we have determined we operate as a single reportable segment within a single geographic area.

(r) Advertising

Advertising expense, which is included in sales and marketing costs, is expensed as incurred, and expense for the years ended December 31, 2024 and 2023, was $ 0.5 million and $ 1.3 million, respectively.

(s) Income Taxes

We account for income taxes pursuant to ASC Topic 740, Income Taxes , which requires the use of the asset-and-liability method of accounting for deferred income taxes.

Deferred tax assets and liabilities are recognized for the 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 recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

A valuation allowance is recorded to the extent it is more likely than not that a deferred tax asset will not be realized.

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Through 2024, management determined that no uncertain tax positions have been taken or are expected to be taken that could have a material effect on the Company’s income tax liabilities.

(r) Warrants and Tranche Rights and Obligation Liabilities

We present such liabilities on the balance sheets at their estimated fair values.

Changes in fair value of the liability are calculated each reporting period, and any change in value are recognized in the consolidated statements of operations.

We have determined that the warrants issued to investors and lenders, which are exercisable for shares of our convertible preferred stock, should be classified as liabilities due to contingent redemption features of the underlying convertible preferred stock.

In connection with the Business Combination, we assumed warrants to purchase common stock.

The warrants include both publicly traded and privately held warrants.

We value the liability for both sets of warrants based on the trading price of the publicly-held warrants.

See Note (10) Warrants and (4) Financial Instruments for further discussion.

The B-2 Preferred Stock Financing (as described in Note (14) Convertible Preferred Stock included second and third tranche rights and obligations to investors who participated in the initial B-2 Preferred Stock Financing round.

We offered the Series B-2 preferred stock to all of our preferred stockholders at the time of the initial B-2 Preferred Stock Financing round (representing approximately 99.2 % of our then outstanding shares on an as-converted to common stock basis).

The second and third tranche rights and obligations are exercisable into shares of our convertible preferred stock at a specified future date.

The second and third tranche rights and obligations are considered freestanding financial instruments, and are classified as liabilities under ASC 480.

See Note (14) Convertible Preferred Stock for further discussion.

(s) Net Loss per Share

(t) Net Loss per Share

Net loss per share is calculated using the weighted average number of shares and dilutive common stock equivalents outstanding during the period.

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As we reported a net loss for the years ended December 31, 2024 and 2023, all potentially dilutive shares were excluded from net loss per share in both years.

(t) Recent Accounting Pronouncements

See Note (17) Net Loss Per Share for further details.

(u) Recent Accounting Pronouncements

Recently issued and Adopted Accounting pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses:

Measurement of Credit Losses on Financial Instruments .

Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred.

ASU 2016-13 replaces the current incurred loss methodology for credit losses and removes the thresholds that companies apply to measure credit losses on financial statements measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates.

The determination of the allowance for credit losses under the new standard would typically be based on evaluation of a number of factors, including, but not

limited to, general economic conditions, payment status, historical collection patterns and loss experience, financial strength of the borrower, and nature, extent and value of the underlying collateral.

For smaller reporting companies, ASU 2016-13 is effective for fiscal years and for interim periods within those fiscal years beginning after December 15, 2022.

It requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective.

We adopted ASU 2016-13 on January 1, 2023.

The effect of the adoption had an immaterial impact on our consolidated financial statements.

In August 2020, the FASB issues 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) , which simplifies the accounting for convertible instruments and equity-linked financial instruments in addition to amending the EPS guidance in ASC 260 to improve the consistency of the diluted EPS calculation.

The guidance modified the if-converted method of calculating diluted EPS and requires entities to use this method for all convertible instruments.

For instruments that may be settled in cash or shares and aren't liability-classified share-based payment awards, it requires entities to include the effect of potential share settlements in the diluted EPS calculation (if the effect is more dilutive).

In addition, the ASU expanded the scope of the recognition and measurement guidance in ASC 260 to include equity-classified convertible preferred stock that includes a down round feature.

We adopted ASU 2020-06 on January 1, 2022.

The effect of the adoption had an immaterial impact on our consolidated financial statements.

Recently issued Accounting Pronouncements Not Yet Adopted

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies the guidance on ASC Topic 820 on the fair value measurement of equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security.

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For all other entities, the amendments are effective for fiscal year beginning after December 15, 2024, and interim periods within those fiscal years.

We will adopt ASU 2022-03 on January 1, 2024.

We do not anticipate that the adoption of ASU 2022-03 will have a material impact on our consolidated financial statements.

We adopted ASU 2022-03 on January 1, 2024.

The effect of the adoption had no impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements to Disclosures About Reportable Segments .

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The ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We will adopt ASU 2023-07 on January 1, 2024.

We do not anticipate that the adoption of ASU 2022-07 will have a material impact on our consolidated financial statements.

We adopted ASU 2023-07 on January 1, 2024.

The effect of the adoption did not have an impact on our consolidated financial statements.

Refer to the " Segment Reporting" section of Note (2) Summary of Significant Accounting Policies of our consolidated financial statements for further discussion of our segment.

Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.

The amendments in ASU 2023-06 update requirements in various disclosure areas, including the statement of cash flows, earnings per share, debt, and equity.

The amendments in ASU 2023-06 will be effective on the date the related disclosures are removed from Regulation S-X or Regulation S-K by the SEC and will no longer be effective if the SEC has not removed the applicable disclosure requirement by June 30, 2027.

Early adoption is prohibited.

We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .

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We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards, which clarifies the guidance on ASC Topic 718 by illustrating how to apply the scope guidance to determine whether a profit interest award should be accounted for as a shared-based payment arrangement under ASC 718 or another accounting standard (e.g., employee profit-sharing arrangement under ASC 710).

The ASU aims to reduce the complexity diversity in practice by adding an example to ASC 718 that describes four fact patterns and illustrates how an entity evaluates common terms and characteristics of profit interests and similar awards to reach a conclusion about whether an award meets the scope conditions in ASC 718-10-15-3.

The ASU is effective for all public entities for fiscal years beginning after December 15, 2024 and interim periods within those fiscal years.

We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concept Statements, which removes references to the Board's concepts statement from the FASB Accounting Standards Codification (the "Codification" or ASC).

The ASU is part of the Board’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” Before establishing the Codification in 2009, the FASB used or referred to the concepts statements as part of its standard setting.

However, the Board is now removing those references since “references to the Concepts Statements in the Codification could imply that the Concepts Statements are authoritative." The amendment is effective for all public entities for fiscal years beginning after December 15, 2024.

Those who adopt the amendments in an interim period would have to adopt them as of the beginning of the fiscal year that includes that interim period.

We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

In November 2024, the FASB issues ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses.

The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

The amendment applies to all public business entities and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective application.

Early adoption is permitted.

We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

In November 2024, the FASB issues ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments , which amends ASC 470-20, Debt:

Debt With Conversion and Other Options, to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion.

Based primarily on the consensus-for-exposure reached on Issue 23-A, Induced Conversion of Convertible Debt Instruments, by the Emerging Issues Task Force on September 14, 2023.

The ASU is intended to “improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20 for (a) convertible debt instruments with cash conversion features and (b) debt instruments that are not currently convertible.” The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of the annual reporting period for all entities that have adopted the amendments in Update 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):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

We are currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

(3) Business Combination

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Immediately prior to the effective time of the Business Combination, each in-the-money warrant of Legacy TriSalus that was unexercised and unexpired was automatically net exercised into the respective series of preferred stock of Legacy TriSalus.

Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy TriSalus at the then current conversion price, such that each converted share of Legacy TriSalus Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy TriSalus Preferred Stock thereafter ceased to have any rights with respect to such securities.

At the Closing Date, by virtue of the Business Combination and without any action on the part of MTAC, Merger Sub, Legacy TriSalus or the holders of any of the following securities:

(a) each share of Legacy TriSalus Common Stock (including shares of Legacy TriSalus Common Stock resulting from the conversion of shares of TriSalus Preferred Stock described above) that was issued and outstanding immediately prior to the Effective Time were exchanged at an exchange ratio of 0.02471853 (the “Exchange Ratio”) for an aggregate of 21,999,886 shares of our Common Stock;

(b) each option to purchase shares of Legacy TriSalus Common Stock, whether vested or unvested, converted into an option to purchase shares of our Common Stock (“TriSalus Assumed Option”), with each TriSalus Assumed Option subject to the same terms and conditions as were applicable to the original Legacy TriSalus option and with the resulting exercise price and number of shares of TriSalus Common Stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement;

(c) each Legacy TriSalus restricted stock unit (“RSU”) award converted into a restricted stock unit award to receive shares of our Common Stock (“TriSalus Assumed RSU Award”), with each TriSalus Assumed RSU Award subject to the same terms and conditions as were applicable to the original Legacy TriSalus restricted stock unit award, and with the number of shares of TriSalus Common Stock to which the TriSalus Assumed RSU Award relates being based on the Exchange Ratio and other terms contained in the Merger Agreement.

The Business Combination was accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States.

Under this method of accounting, MTAC was treated as the “acquired” company for financial reporting purposes.

This determination was primarily based on the fact that subsequent to the Business Combination, the Legacy TriSalus stockholders have a majority of the voting power of TriSalus, Legacy TriSalus comprises all of our ongoing operations, Legacy TriSalus has appointed a majority of our governing body, and Legacy TriSalus’ senior management comprises all of our senior management.

Accordingly, for accounting purposes, the financial statements of the combined entity represented a continuation of the financial statements of Legacy TriSalus with the business combination being treated as the equivalent of Legacy TriSalus issuing stock for the net assets of MTAC, accompanied by a recapitalization.

Operations prior to the Business Combination are those of Legacy TriSalus.

Reported shares and earnings per share available to holders of the Company’s common stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination (1.0 share of Legacy TriSalus for approximately 0.02471853 shares of TriSalus).

Proceeds from this transaction totaled $ 42,854 .

These proceeds were comprised of $ 2,704 from the MTAC trust account, and $ 40,150 received from the assumption of a concurrent private investment in public equity financing (“PIPE Financing”).

Pursuant to the terms of the Merger Agreement, $ 6,000 of the proceeds were used to pay expenses incurred by MTAC related to the merger, resulting in net cash proceeds of $ 36,854 .

The Company incurred $ 6,069 in transaction costs relating to the merger with MTAC, of which $ 1,742 was recorded as a reduction of equity and the balance of $ 4,327 was recorded in general and administrative expense.

Pursuant to the terms of the Merger Agreement, the existing stockholders of Legacy TriSalus exchanged their interests for shares of common stock of TriSalus.

Each share of preferred stock of Legacy TriSalus (“Legacy TriSalus Preferred Stock”) that was issued and outstanding was then automatically converted into shares of common stock of Legacy TriSalus (“Legacy TriSalus Common Stock”) in accordance with the Amended and Restated Certificate of Incorporation of Legacy TriSalus at the then current conversion price, such that each converted share of Legacy TriSalus Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy TriSalus Preferred Stock thereafter ceased to have any rights with respect to such securities.

Proceeds from this transaction totaled $ 42.9 million.

These proceeds were comprised of $ 2.7 million from the MTAC trust account, and $ 40.2 million received from a concurrent private investment in public equity financing (“PIPE Financing”).

Pursuant to the terms of the Merger Agreement, $ 6.0 million of the proceeds were used to pay expenses incurred by MTAC related to the merger, resulting in net cash proceeds of $ 36.9 million.

The Company incurred $ 6,069 in transaction costs relating to the merger with MTAC, of which $ 1.7 million was recorded as a reduction of equity and the balance of $ 4.3 million was recorded in general and administrative expense.

Pursuant to the terms of the Merger Agreement, the existing stockholders of Legacy TriSalus exchanged their equity holdings at an exchange ratio of 0.02471853 (the “Exchange Ratio”) for an aggregate of 21,999,886 shares of our Common Stock.

In addition, MTAC had previously issued public warrants and private placement warrants (collectively, the “MTAC Warrants”) as part of its initial public offering in November 2020.

None of the terms of the MTAC Warrants were modified as a result of the Business Combination.

On the Closing Date, the Company recorded a liability related to the MTAC Warrants of $ 2,568 .

During the period from August 10, 2023, to December 31, 2023, the fair value of the MTAC Warrants increased to $ 16,916 , resulting in a loss on the change in fair value of $ 14,348 and a gain of $ 10,855 in the Condensed Consolidated Statements of Operations for the year ended December 31, 2023.

See Note (10) Warrants for additional discussion of the warrants.

Immediately following the Business Combination, there were 26,316,681 shares of our Common Stock outstanding, options and RSUs to purchase an aggregate of 2,816,224 shares of common stock, and warrants outstanding to purchase 14,266,605 shares of common stock.

On the Closing Date, the Company recorded a liability related to the MTAC Warrants of $ 2.6 million.

During the period from August 10, 2023 to December 31, 2023, the fair value of the MTAC Warrants increased to $ 16.9 million, resulting in a loss on the change in fair value of $ 14.3 million in the Consolidated Statements of Operations for the period ended December 31, 2023.

For December 31, 2024, the fair value of the MTAC Warrants decreased to $ 7.9 million.

The fair value decreased as a result of the exchange of 7,034,639 warrants for common stock, valued at $ 11.9 million, offset by a loss on the change in fair value of $ 2.9 million in the Consolidated Statements of Operations for the year ended December 31, 2024.

PIPE Financing

separate subscription agreements dated June 7, 2023, and July 4, 2023 (collectively, the “Subscription Agreements”).

On the Closing Date, certain investors agreed to purchase an aggregate of 4,015,002 newly-issued shares of Series A Convertible Preferred Stock at a purchase price of $ 10.00 per share for an aggregate purchase price of $ 40.2 million, pursuant to separate subscription agreements dated June 7, 2023, and July 4, 2023 (collectively, the “Subscription Agreements”).

See Note (15) Convertible Preferred Stock for further discussion.

During the year ended December 31, 2024, certain investors agreed to purchase an additional $ 1.0 million of common stock, before expenses, in a private placement.

Sponsor Earnout

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(4) Financial Instruments

Our financial instruments consist of cash, accounts receivable, trade accounts payable, tranche and warrant liabilities to purchase preferred stock and the contingent earnout liability.

The carrying values of these financial instruments (other than the contingent earnout liability, tranche liabilities, and warrant liabilities, which are held at fair value) approximate fair value for the years ended December 31, 2023 and 2022.

Our financial instruments consist of cash and cash equivalents, accounts receivable, trade accounts payable, tranche and warrant liabilities to purchase preferred stock, the contingent earnout liability and the warrant liability and revenue based redemption liability related to the Initial OrbiMed Credit Agreement.

The carrying values of these financial instruments (other than the contingent earnout liability, tranche liabilities, revenue based redemption liability, and warrant liabilities, which are held at fair value) approximate fair value through the use of publicly available market prices for the years ended December 31, 2024 and 2023.

In general, asset and liability fair values are determined using the following categories:

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Pricing inputs are unobservable for the terms and are based on the Company’s own assumptions about the assumptions that a market participant would use.

Our warrant, tranche and earnout liabilities are measured at fair value on a recurring basis.

Financial Instruments Prior to the Business Combination

Our financial instruments, including tranche liabilities and warrant liabilities, are measured at fair value on a recurring basis, including immediately prior to exercise.

The carrying amount of liabilities related to purchase Legacy TriSalus preferred stock was zero and $ 16,188 at December 31, 2023 and 2022, respectively, and the carrying amount of outstanding tranche liabilities was zero and $ 4,702 at December 31, 2023 and 2022, respectively.

These carrying values represent the remeasurement to fair value at each reporting period based on unobservable inputs, or Level 3 inputs, using assumptions made by us, including the probabilities assigned to a status quo scenario and the potential closing of the Business Combination (see Note (3) Business Combination ) scenario, the value of the Series B-3 Warrants (as defined below) upon closing of the Business Combination, the fair value of the Company, the fair value of the underlying preferred stock, the Company’s volatility, discount rate, and expected term of the related instrument.

See Note (14) Convertible Preferred Stock for further discussion.

In October 2022, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock (see Note (14) Convertible Preferred Stock ).

This also included rights and obligations exercisable for additional Series B-2 preferred stock and Series B-3 warrants through a second and third tranche.

At issuance, the warrants issued to purchase Series B-3 preferred stock had a fair value of $ 11,966 and were classified as a liability

(remeasured to $ 15,819 at December 31, 2022), the tranche rights and obligations associated with the second tranche had a fair value of $ 3,109 (remeasured to $ 2,250 at December 31, 2022), and the tranche rights and obligations associated with the third tranche had a fair value of $ 3,238 (remeasured to $ 2,452 at December 31, 2022), all of which have been classified as liabilities.

The fair value is determined based on unobservable inputs, or Level 3 inputs, using assumptions made by us, including the probabilities assigned to both a status quo scenario and the potential closing of the Business Combination (see Note (3) Business Combination ), the value of the Series B-3 warrants upon closing of the Business Combination, the fair value of the Company and resulting fair value of the underlying preferred stock, volatility, and expected term;

see note (10) Warrants for further discussion.

In the first half of 2023, we sold shares of Series B-2 preferred stock with accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings (see Note (10) Warrants ).

At issuance, the warrants issued to purchase Series B-3 preferred stock had a fair value of $ 4,654 and $ 10,047 were classified as a liability in March and June 2023, respectively.

The issuance of the Series B-2 preferred stock and accompanying warrants to purchase Series B-3 preferred stock as part of the Second Tranche Closings resulted in a $ 584 and $ 3,425 loss on equity issuance in March and June 2023.

Immediately prior to the exercise of the warrants to purchase Series B-3 preferred stock in February, March, June and July 2023, the associated liabilities were remeasured to fair value.

In July 2023, warrants to purchase 2,239,309 shares of Series B-3 preferred stock were exercised for $ 4,530 .

At the Closing Date of the Business Combination, all in-the-money outstanding warrants and Series B-3 Warrants were remeasured to fair value, net-exercised, converted to shares of common stock of Legacy TriSalus, and then exchanged for shares of TriSalus common stock at the Exchange Ratio.

Out-of-the-money warrants expired, resulting in a gain on expiration of $ 18 .

The Series B-2 tranche liabilities also expired at the Closing Date of the Business Combination.

The following tables summarize the changes in fair value of our outstanding warrant and tranche liabilities for the years ended December 31, 2023 and 2022:

Liabilities Fair Value at

Our warrant, earnout liabilities, SEPA, and Revenue Base Redemption liability are measured at fair value on a recurring basis.

At the Closing Date, we assumed warrants to purchase 14,266,605 shares of common stock for $ 11.50 (see Note (10) Warrants ).

Of these, 8,333,272 were traded publicly (the "Public Warrants"), 5,933,333 were privately held (the 4,933,333 "Private Placement Warrants" and 1,000,000 "Working Capital Warrants" and together with the Public Warrants, the "SPAC Warrants").

At the Closing Date, we determined the fair value of all the SPAC Warrants to be $ 2.6 million based on the closing price of $ 0.18 for the Public Warrants (Level 1).

At the Closing Date, we determined the fair value of the earnout liability to be $ 28.9 million based on a Monte Carlo simulation of future trading prices for our common stock.

See Note (9) Contingent Earnout Liability for further discussion.

The carrying amount of our outstanding SPAC Warrants liabilities was $ 7.9 million and $ 16.9 million, respectively, at December 31, 2024 and 2023.

The carrying amount of outstanding earnout liability was $ 7.4 million and $ 18.6 million, respectively, at December 31, 2024 and 2023.

The carrying values of the warrant liabilities represent the remeasurement to fair value each reporting period based on Level 1 inputs for the publicly traded Public Warrants and Level 2 inputs for the Private Placement Warrants and Working Capital Warrants.

The carrying amounts of the contingent earnout liability and SEPA derivative liability represent the remeasurement to fair value each reporting period based on unobservable, or Level 3, inputs, using assumptions made by us, including the market price of our common stock and the observed volatility of a peer group of companies.

On October 2, 2023, we entered into the SEPA with Yorkville.

Upon execution of the SEPA, we determined the fair value of the SEPA derivative liability to be $ 0.2 million based on a scenario-based model.

See Note (13) Standby Equity Purchase Agreement for further discussion.

We determined the fair value of the SEPA derivative liability to be $ 0.1 million at December 2024;

we recorded the change in fair value in other income (expense).

In connection with the closing of our closing of our initial $ 25.0 million borrowing under the OrbiMed Credit Agreement on April 30, 2024, we also issued OrbiMed a warrant to purchase 130,805 shares of our common stock, with the initial exercise price of $ 9.5562 (the "Initial OrbiMed Warrant") per share, or approximately $ 1.25 million in the aggregate, assuming none of the Initial OrbiMed Warrant is exercised through a "cashless" exercise.

For the year ended December 31, 2024, the exercise price was adjusted pursuant to the terms of the Initial OrbiMed Warrant to $ 9.3722 per share, or approximately $ 1.23 million in the aggregate.

The Initial OrbiMed Warrant expires on April 30, 2031 (see Notes (10) Warrants and (14) Debt for more information on the OrbiMed Credit Agreement).

The Initial OrbiMed Warrant is accounted for as a liability under ASC 815, Derivatives and Hedging, Contracts in Equity's Own Equity ("ASC 815-40"), as it provides settled provision that does not meet the requirements of the indexation guidance under ASC 815-40.

On August 15, 2024, at OrbiMed's request, the Initial OrbiMed Warrant was split into two separate warrants ("Substitute Warrant Certificate #1" and "Substitute Warrant Certificate #2" and, together, the "OrbiMed Warrants") held by two of OrbiMed's operating entities;

one for 92,801 and the second for 38,004 common shares, with no change to the related terms and conditions.

We use a Black-Scholes option pricing model to estimate the fair value of the Initial OrbiMed Warrant, as warrants give the holders the right, but not the obligation, to purchase the underlying securities at a contractual exercise price.

This method utilizes certain unobservable inputs, including the determination of the expected volatility, and is therefore considered a Level 3 fair value measurement.

Certain inputs used in this Black-Scholes pricing model may fluctuate in future periods based upon factors that are outside of our control, including potential change in control.

A significant change in one or more of these inputs used in the calculation of the fair value may cause a significant change to the fair value of the warrant liabilities, which could also result in material non-cash gains or losses being reported in the statement of operations.

The expected volatility was implied from a blend of the Company's own common shares and the average historical share volatilities of several unrelated public companies within the Company's industry that the Company considers to be comparable to its own business.

We determined the fair value of the Initial OrbiMed Warrant to be $ 0.4 million at December 31, 2024 and recorded the adjustment to the change in fair value of SEPA, warrant, and Revenue Base Redemption liabilities.

If the “Product Revenue Base” (i.e., with respect to any period, the net revenues for such period from sales of TriNav) on a trailing 12-month basis does not equal or exceed the specified amount as stipulated (see table in Note (14) Debt) , we will start repaying the outstanding principal amount in equal monthly installments through April 30, 2029 (the "Maturity Date").

Such repayments will commence in the calendar month immediately following the applicable Test Date per the OrbiMed Credit Agreement (see table in Note (14) Debt ) and occur on the last day of each calendar month ("Amortization Payment Date").

The repayments are calculated from the first Amortization Payment Date through the Maturity Date and the balance of the principal amount of the loans under the OrbiMed Credit Agreement shall be repaid on the Maturity Date.

The repayments include the applicable Repayment Premium and the Exit Fee (see Note (14) Debt ).

The repayment of the loans under the OrbiMed Credit Agreement as aforementioned, is referred to as the “Revenue Base Redemption Liability.” Furthermore, if on the subsequent test date, the revenue-based condition is met, we will stop repaying the outstanding principal amount in equal installments and directly repay the balance amount on the Maturity Date.

We determined the fair value of the Revenue Base Redemption liability to be $ 0.5 million at December 31, 2024 and recorded the adjustment to the change in fair value of SEPA, warrant, and Revenue Base Redemption liabilities.

On May 24, 2024, we commenced an offer (the “Offer”) to all holders of Public Warrants, Private Placement Warrants and Working Capital Warrants (collectively, the "Exchange Warrants") to receive 0.30 shares of common stock of the Company in exchange for each Exchange Warrant tendered by the holder and exchanged pursuant to the Offer.

The Offer expired at one minute after 11:59 p.m., Eastern Standard Time, on June 25, 2024.

The Exchange Warrants tendered were comprised of 6,529,954 Public Warrants and 504,685 Private Placement Warrants.

We determined the Exchange Warrants

met the criteria to be equity classified at June 26, 2024, and that their fair value was $ 11.9 million.

Adjusting for issuance costs of $ 1.7 million, the net fair value of the Exchange Warrants was $ 10.2 million.

Accordingly, we recorded that amount as a reduction of the warrant liability and a charge to additional paid-in capital ("APIC").

The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability, SEPA derivative liability, and Revenue Base Redemption liability for the year ended December 31, 2024:

SPAC Warrant Liabilities Fair Value at

2023 Change in

(Gains) Losses Issuances

(Settlements) Net Transfer

Level 3 Fair Value at

Warrant liability $ 391 $ ( 22 ) $ — $ — $ 369

Series B-2 tranche liabilities $ — $ ( 1,645 ) $ 6,347 $ — $ 4,702

Series B-3 warrant liabilities $ — $ 3,853 $ 11,966 $ — $ 15,819

(Settlements) Fair Value at

Public Warrants - Level 1 $ 9,855 $ 3,140 $ ( 11,068 ) $ 1,927

Private Placement Warrants - Level 2 $ 5,871 $ ( 144 ) $ ( 855 ) $ 4,872

Working Capital Warrants - Level 2 $ 1,190 $ ( 90 ) $ — $ 1,100

Liabilities Fair Value at

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(Gains) Losses Issuances

(Settlements) Net Transfer

Level 3 Fair Value at

Warrant liability $ 369 $ ( 107 ) $ ( 262 ) $ — $ —

Series B-2 tranche liabilities $ 4,702 $ ( 3,200 ) $ ( 1,502 ) $ — $ —

Series B-3 warrant liabilities $ 15,819 $ ( 311 ) $ ( 15,508 ) (1)

_______________________

(1) This amount includes settlements of $ 25,409 , and final net exercise of $ 4,800 , transferred to convertible preferred stock, offset by issuances of $ 14,701

Financial Instruments After Business Combination

At the Closing Date, we assumed warrants to purchase 14,266,605 shares of common stock for $ 11.50 (see Note (10) Warrants ).

Of these, 8,333,272 are traded publicly and 5,933,333 are privately held.

At the Closing Date, we determined the fair value of all the warrants to be $ 2,568 based on the closing price of $ 0.18 for the publicly traded warrants (Level 1).

At the Closing Date, we determined the fair value of the earnout liability to be $ 28,927 based on a Monte Carlo simulation of future trading prices for our common stock.

See Note (9) Contingent Earnout Liability for further discussion.

In August 2023, the Board approved a warrant repurchase program (the "Warrant Repurchase Program"), authorizing an aggregate expenditure of up to $ 4,000 of the Public Warrant.

Through December 31, 2023, we had repurchased 51,493 Public Warrants for $ 20 .

The purchase plan was discontinued in December 2023.

On October 2, 2023, we entered into a SEPA with Yorkville.

Upon execution of the SEPA, we determined the fair value of the SEPA derivative liability to be $ 183 based on a scenario-based model.

See Note (13) Standby Equity Purchase

Agreement for further discussion.

We determined the fair value of the SEPA derivative liability to be $ 185 at December 31, 2023;

we recorded the change in fair value in other income and expense, net.

The carrying amount of our outstanding Public and Private Placement Warrants liabilities was $ 16,916 at December 31, 2023.

The carrying amount of outstanding earnout liability was $ 18,632 at December 31, 2023.

The carrying amount of the outstanding SEPA derivative liability was $ 185 at December 31, 2023.

(Settlements) Fair Value at

Contingent earnout liability $ 18,632 $ ( 11,231 ) $ — $ 7,401

SEPA derivative liability $ 185 $ ( 130 ) $ — $ 55

Initial OrbiMed Warrant liability $ — $ ( 449 ) $ 811 $ 362

Revenue base redemption liability $ — $ ( 222 ) $ 729 $ 507

The following tables summarize the changes in fair value of our outstanding warrant liabilities, contingent earnout liability and SEPA derivative liability for the year ended December 31, 2023:

The warrant, earnout liability, and SEPA derivative liabilities were not present for the year ended December 31, 2022.

SPAC Warrant Liabilities Fair Value at

2022 Change in

(Gains) Losses Issuances

(Settlements) Fair Value at

Public Warrants - Level 1 $ — $ 8,367 $ 1,488 $ 9,855

Private Placement Warrants - Level 2 $ — $ 4,990 $ 881 $ 5,871

Working Capital Warrants - Level 2 $ — $ 1,011 $ 179 $ 1,190

Liabilities Fair Value at

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(Gains) Losses Issuances

(Settlements) Net Transfer

Level 3 Fair Value at

Warrant liabilities $ — $ 14,368 $ 2,548 $ — $ 16,916

(Settlements) Fair Value at

Contingent earnout liability $ — $ ( 10,295 ) $ 28,927 $ 18,632

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Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows $ 8,875 $ 12,127

Restricted cash is $ 350 held by our bank to support our corporate credit card program.

Restricted cash is $ 0.4 million held by our bank to support our corporate credit card program.

(6) Inventory

The components of inventory at December 31 are summarized as follows:

The components of inventory at are summarized as follows:

December 31, 2024 December 31, 2023

Raw materials $ 1,338 $ 607

Finished goods 2,720 2,055

Inventory, net $ 2,545 $ 1,471

The finished goods amounts in the table above include a reserve for excess inventory of $ 117 and $ 43 as of December 31, 2023 and 2022, respectively.

Reserve for obsolete inventory ( 10 ) ( 117 )

Total Inventory $ 4,048 $ 2,545

(7) Long-Lived Assets

Property and Equipment

Property and equipment as of December 31, 2023 consists of the following:

(Years) 2023 2022

Property and equipment consists of the following:

(Years) December 31, 2024 December 31, 2023

Machinery and equipment 5 – 7

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Other property 7 13 13

Construction in progress 331 598

Gross property and equipment 5,456 5,184

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Net property and equipment $ 1,669 $ 2,091

Depreciation expense for property and equipment for the years ended December 31, 2023 and 2022, was $ 684 and $ 276 , respectively.

The Company did not recognize any impairment losses for the years ended December 31, 2023 and 2022, other than losses on disposal of $ 44 and $ 310 in 2023 and 2022, respectively.

Intangible Assets

Intangible assets consist entirely of patent costs that provide the Company with rights, titles, and interests in the development of certain processes, discoveries, and inventions with the right to commercialize that are probable of future economic benefits.

Patent costs associated with pharmaceutical intellectual property are expensed as incurred as future economic benefits are not deemed to be probable.

Intangible assets are recorded at cost and are amortized over the estimated life of the patents, based on the approval and expiration dates applicable to each patent — typically 20 years — on a straight-line basis.

Amortization expense related to intellectual property for 2023 and 2022 was $ 18 and $ 122 , respectively.

We recorded an impairment loss of $ 190 in 2023;

no loss was recorded in 2022.

The estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years is as follows:

Thereafter 687

Depreciation expense for property and equipment for the years ended December 31, 2024 and 2023, was $ 0.7 million and $ 0.7 million, respectively.

The Company did not recognize any impairment losses for the years ended December 31, 2024 and 2023, other than losses on disposal of $ 0.02 million and $ 0.04 million in 2024 and 2023, respectively.

(8) Accrued Liabilities

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Accrued liabilities - clinical trials $ 2,297 $ 3,115

Accrued liabilities - other $ 2,790 $ 2,495

Accrued incentives 2,094 3,736

Accrued liabilities - general 1,850 2,790

Accrued vacation 362 327

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Accrued taxes 34 31

$ 10,556 $ 6,377

Total Accrued Liabilities $ 7,355 $ 10,556

Accrued liabilities - general includes accruals from our services providers and other miscellaneous operating accruals.

(9) Contingent Earnout Liability

As described in Note (2) Summary Of Significant Accounting Policies and Note (3) Business Combination , in connection with the execution of the Merger Agreement, MTAC entered into the Sponsor Support Agreement with the Sponsor Holders and Legacy TriSalus, pursuant to which, 3,125,000 of the shares of our Common Stock held by the Sponsor immediately after the Closing Date became unvested and subject to potential forfeiture if certain triggering events are not achieved during the Earnout Period.

The earnout shares are classified as a liability and were initially measured at fair value at the Closing Date and will subsequently be remeasured at the end of each reporting period with the change in fair value of the earnout liability recorded in the Consolidated Statements of Operations.

The estimated fair value of the total contingent earnout liability at the closing on August 10, 2023, was $ 28,927 based on a Monte Carlo simulation valuation model.

The liability was remeasured to its fair value of $ 18,632 as of December 31, 2023.

This remeasurement resulted in the recording gain of $ 10,295 for the year ended December 31, 2023, classified as change in fair value of contingent earnout liability in the Consolidated Statements of Operations.

The earnout shares are classified as a liability and were initially measured at

fair value at the Closing Date and will subsequently be remeasured at the end of each reporting period with the change in fair value of the earnout liability recorded in the Consolidated Statements of Operations.

The estimated fair value of the total contingent earnout liability at the closing on August 10, 2023, was $ 28.9 million based on a Monte Carlo simulation valuation model.

The liability was remeasured to its fair value of $ 7.4 million and $ 18.6 million as of December 31, 2024 and 2023, respectively.

This remeasurement resulted in recording gains of $ 11.2 million and $ 10.3 million for the years ended December 31, 2024 and 2023, respectively, classified as changes in fair value of contingent earnout liability in the Consolidated Statements of Operations.

Assumptions used in the valuation are described below:

2023 September 30,

2024 December 31,

Current stock price $ 5.01 $ 8.45

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Treasury yield curve for time periods commensurate with the expected term of the earnout period;

(d) expected dividend yield, which we estimate to be zero based on the fact that we have never paid or declared dividends.

These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision.

(d) expected dividend yield, which we estimate to be zero based on the fact that we have never paid or declared dividends on the common stock of the Company.

The inputs utilized by management to value the warrant liabilities are subjective.

The assumptions used in calculating the fair value of the warrant liabilities represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment.

As a result, if factors change and we use different assumptions, the fair value of the warrant liabilities may be materially different in the future.

(10) Warrants

Warrants outstanding at December 31, 2023, and December 31, 2022, are as follows:

Warrants outstanding are as follows:

2024 December 31,

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Private Placement Warrants 4,428,648 4,933,333

Series B-3 Warrants — 15,819,000

Working Capital Warrants 1,000,000 1,000,000

Initial OrbiMed Warrant 130,805 —

Total warrants 7,311,278 14,215,112

Public and Private Placement Warrant Liabilities

Public, Private Placement and Working Capital Warrant Liabilities

In connection with consummation of the Business Combination, the Company assumed the warrant liabilities associated with 8,333,272 Public Warrants.

Each Public Warrant is exercisable to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment in September 2023.

As of December 31, 2023, there were 8,281,779 Public Warrants outstanding.

Each Public Warrant is exercisable to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustment.

As of December 31, 2024 and 2023, there were 1,751,825 and 8,281,779 , respectively, Public Warrants outstanding.

The Public Warrants expire on August 10, 2028 or earlier upon redemption or liquidation.

In addition to the Public Warrants, the Company assumed the warrant liabilities associated with 5,933,333 MTAC Private Placement Warrants.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants would not be

transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions.

As of September 10, 2023, the Private Placement Warrants became transferable, except for those warrants held by persons who signed a lockup agreement in association with the Business Combination.

Additionally, the Private Placement Warrants are exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

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.

As of December 31, 2023, there were 5,933,333 Private Placement Warrants outstanding.

On December 26, 2023, the SEC declared effective an amended registration statement on Form S-1 registering the issuance of the shares of common stock issuable upon exercise of the warrants and will use its best efforts to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement.

On December 26, 2023, the SEC declared effective an amended registration statement on Form S-1 registering the issuance of the shares of common stock issuable upon exercise of the warrants.

The Company will use its best efforts to maintain the effectiveness of such registration statement and maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement.

The Company may redeem for cash the outstanding Warrants:

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if, and only if, the reported closing price of the Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the 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.” The exercise price and number of shares of 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.

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

Additionally, in no event will the Company be required to net cash settle the warrants.

If and when the SPAC Warrants become redeemable, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If we call 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.” The exercise price and number of shares of 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.

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

Additionally, in no event will we be required to net cash settle the warrants.

Accordingly, the warrants may expire worthless.

We determined that both the Public and Private placement Warrants do not meet the criteria to be equity classified and should be recorded as liabilities.

Our analysis concluded liability classification under ASC 815, Derivatives and Hedging , as these warrants include a provision that could allow cash settlement upon an event outside the control of the Company, and such event may not result in a change in control of the Company.

As a result, the Private and Public Warrants do not meet the criteria for equity classification.

At the close of the Business Combination, the fair values of the Public Warrants and Private Placement Warrants were $ 1,500 and $ 1,068 , respectively.

As of December 31, 2023, the fair values of the Public Warrants and Private Placement Warrants were $ 9,855 and $ 7,061 , respectively.

In addition to the Public Warrants, we assumed the warrant liabilities associated with 4,933,333 Private Placement Warrants and 1,000,000 Working Capital Warrants.

The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants, except that the Private Placement Warrants and Working Capital Warrants, and the common stock issuable upon the exercise of the Private Placement Warrants and Working Capital Warrants, were not transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject to certain limited exceptions.

Additionally, the Private Placement Warrants and Working Capital Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

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

As of December 31, 2024 and 2023, there were 4,428,648 and 4,933,333 , respectively, Private Placement Warrants and 1,000,000 Working Capital Warrants outstanding.

We determined that the Public Warrants, Private Placement Warrants, and Working Capital Warrants do not meet the criteria to be equity classified and should be recorded as liabilities.

Our analysis concluded liability classification under ASC 815, Derivatives and Hedging , as these warrants include a provision that could allow cash settlement upon an event outside our control, and such event may not result in a change in control of the Company.

As a result, the Public Warrants, Private Placement Warrants, and Working Capital Warrants do not meet the criteria for equity classification.

At the close of the Business Combination, the fair values of the Public Warrants, Private Placement Warrants and Working Capital Warrants were $ 1.5 million, $ 0.9 million and $ 0.2 million , respectively.

As of December 31, 2024, the fair values of the Public Warrants, Private Placement Warrants and Working Capital Warrants were $ 1.9 million, $ 4.9 million, and $ 1.1 million, respectively.

As of December 31, 2023, the fair values of the Public Warrants, Private Placement Warrants and Working Capital Warrants were $ 9.9 million, $ 5.9 million, and $ 1.2 million, respectively.

The fair value of the Public Warrants has been measured based on the quoted price of such warrants on the Nasdaq Global Market.

The transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants.

Therefore, we determined that the fair value of each Private Warrant is equivalent to that of each Public Warrant.

Series B-3 Warrants

The Series B-3 Warrants were issued in conjunction with shares of Series B-2 preferred stock in October 2022, March 2023 and May 2023.

Each warrant allowed the holder to purchase one share of Series B-3 preferred stock for $ 0.05 .

The Series B-3 Warrants expired at the earlier of October 5, 2028, or the closing date of a change of control transaction.

All in-the-money warrants that were outstanding at a change of control transaction would automatically net exercise.

In July 2023, Series B-3 Warrants to purchase 2,239,309 shares of Series B-3 preferred stock were exercised for $ 4,530 .

At the Closing Date of the Business Combination, all in-the-money outstanding warrants and Series B-3 Warrants were net-exercised and converted to shares of common stock of Legacy TriSalus, then exchanged for shares of TriSalus common stock.

Out-of-the-money warrants for other classes of preferred stock expired.

The Series B-2 tranche liabilities also expired at the Closing Date of the Business Combination.

Warrant Repurchase Program

In August 2023, our Board approved a warrant repurchase program, authorizing the repurchase of some or all of the Public Warrants (the “Warrant Repurchase Program”).

The Board authorized an aggregate expenditure of up to $ 4,000 for such repurchases.

The repurchases were to be made from time to time in open market or privately negotiated transactions.

The Warrant Repurchase Program did not obligate us to purchase any Public Warrants and could be terminated, increased or decreased by the Board in its discretion at any time.

We adopted a purchase plan pursuant to Rule 10b5-1 under the Exchange Act in October 2023.

Through December 31, 2023, we repurchased 51,493 Public Warrants for $ 20 .

The purchase plan was discontinued in December 2023.

The transfer of Private Placement Warrants or Working Capital Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants and Working Capital Warrants having substantially the same terms as the Public Warrants.

Therefore, we determined that the fair value of each Private Warrant and Working Capital Warrants is equivalent to that of each Public Warrant.

On May 24, 2024, we commenced (i) the Offer and (ii) the solicitation of consent (the “Consent Solicitation”) from holders of the Exchange Warrants to amend the Warrant Agreement, dated as of December 17, 2020 (the “Warrant Agreement” and such amendment, the “Warrant Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, which governs all of the Exchange Warrants.

The Offer and Consent Solicitation expired at one minute after 11:59 p.m., Eastern Standard Time, on June 25, 2024.

The Exchange Warrants tendered were comprised of 6,529,954 Public Warrants and 504,685 Private Placement Warrants, which represents approximately 78.8 % and 10.2 % of the outstanding warrants of each respective class.

The Warrants were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation.

No Working Capital Warrants were tendered.

We determined the Exchange Warrants met the criteria to be equity classified at June 26, 2024, and that their fair value was $ 11.9 million.

Accordingly, we recorded that amount as a reduction of the warrant

liability and a charge to APIC, partially offset by issuance costs of $ 1.7 million.

On July 1, 2024, we issued 2,110,366 shares of common stock in exchange for the Exchange Warrants.

In addition, the Warrant Amendment was entered into with respect to the Public Warrants.

As a result all (and not less than all) of the outstanding Public Warrants may be exchanged, at our option, at any time while they are exercisable and prior to their expiration, at the office of the warrant agent, upon notice to the holders of the then outstanding Public Warrants, at the exchange rate of 0.27 shares of Common Stock per Public Warrant (subject to equitable adjustment by us in the event of any stock splits, stock dividends, recapitalizations or similar transaction with respect to the Common Stock).

For the year ended December 31, 2024, we issued 2,110,366 shares of common stock in exchange for 6,529,954 (or approximately 78.8 %) of the Public Warrants and 504,685 (or approximately 10.2 %) of the Private Placement Warrants.

The following table summarizes activity in the Public Warrants, Private Placement Warrants and Working Capital Warrants for the year ended December 31, 2024 .

There was no activity for the year ended December 31, 2023.

Series Balance at

December 31, 2023 Exchanges Issuances Retirements / Conversions Balance at

December 31, 2024

Public Warrants 8,281,779 — — ( 6,529,954 ) 1,751,825

Private Placement Warrants 4,933,333 — — ( 504,685 ) 4,428,648

Working Capital Warrants 1,000,000 — — — 1,000,000

Initial OrbiMed Warrant

In connection with the closing of our initial $ 25.0 million borrowing under the OrbiMed Credit Agreement, we also issued OrbiMed a warrant to purchase 130,805 shares of our common stock (the "Warrant Shares"), with the initial exercise price of $ 9.5562 , (as adjusted from time to time the "Exercise Price") per share, or approximately $ 1.25 million in the aggregate, assuming none of the Initial OrbiMed Warrant is exercised through a "cashless" exercise.

For the year ended December 31, 2024, the exercise price was adjusted pursuant to the terms of the Initial OrbiMed Warrant to $ 9.3722 per share, or approximately $ 1.23 million in the aggregate.

The Initial OrbiMed Warrant expires on April 30, 2031 (the "Expiration Date").

On each of the closings of our borrowings of the delayed draw commitment amounts of $ 10.0 million and $ 15.0 million under the OrbiMed Credit Agreement, if any, we agreed to issue additional warrants to purchase a number of shares of our common stock determined by dividing 5.0 % of the applicable borrowed amount by the 10-day volume weighted average sale price of our common stock as of the issue date (the “Subsequent OrbiMed Warrants” and collectively, with the Initial OrbiMed Warrant, the “OrbiMed Warrants” and together with the SPAC Warrants, the “Warrants”).

The Subsequent Warrants will expire seven years from each applicable issuance date, if any.

In connection with the OrbiMed Warrants, we entered into a Registration Rights Agreement with OrbiMed (the “OrbiMed Registration Rights Agreement”), whereby OrbiMed will have certain customary registration rights with respect to the shares of common stock underlying the OrbiMed Warrants.

The Initial OrbiMed Warrant may be exercised in whole or in part, at any time prior to the Expiration Date (the "Exercise Period"), by either:

making a payment to the Company, in an amount in immediately available funds equal to the aggregate Exercise Price to be paid upon the exercise of the Initial OrbiMed Warrant;

instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of the Initial OrbiMed Warrant with an aggregate fair market value as of the exercise date equal to such aggregate Exercise Price to be paid upon the exercise of the Initial OrbiMed Warrant (the “Cashless Exercise”);

any combination of the foregoing.

If either upon (i) the occurrence of the Expiration Date, or (ii) the date on which a Sale of the Company (defined in the Initial OrbiMed Warrant) is consummated pursuant to which the sole consideration payable to the Company or its stockholders in respect of such sale transaction consists of cash, marketable securities or a combination thereof, and the per share fair market value of a Warrant Share is greater than the exercise price, any portion of the Initial OrbiMed Warrant that remains unexercised on such date shall be deemed to have been exercised automatically pursuant to a Cashless Exercise (the “Automatic Cashless Exercise”).

Ownership Cap

The holder in any circumstance cannot exercise the Initial OrbiMed Warrant if such exercise would result in the holder and its affiliates to own more than 9.99 % of the Company's common stock (the “Ownership Cap”).

The Exercise Price and the number of Warrant Shares underlying the Initial OrbiMed Warrant are subject to certain anti-dilutive adjustments.

These are triggered by events such as stock splits, reclassification of shares, recapitalizations, combinations, substitutions or the like.

Additionally, the Initial OrbiMed Warrant is subject to customary price-based anti-dilution protections, such that, in certain circumstances, if we issue shares of our common stock below the current Exercise Price of the Initial OrbiMed Warrant, the Exercise Price of the Initial OrbiMed Warrant will be adjusted downward based on such issuance.

As a result of any adjustments, the amount of proceeds we receive from the exercise of the Initial OrbiMed Warrant would be less than the amount we would receive immediately prior to such adjustment.

For the year ended December 31, 2024, the Exercise Price of the Initial OrbiMed Warrant was adjusted down from $ 9.5562 to $ 9.3722 per share in accordance with the above described adjustment mechanics.

If we declare or pay a dividend or distribution on our outstanding common shares payable in cash, capital securities or other property, the holder shall be entitled to receive, at the time such dividend or distribution is paid, without additional cost to the holder, the total number and kind of cash, capital securities or other property which the holder would have received had the holder owned the Warrant Shares of record as of the date such dividend or distribution was paid (the “Pro-Rata Distribution”).

Transfers of Initial OrbiMed Warrant

The Initial OrbiMed Warrant may be transferred or assigned in whole or in part, subject to compliance with applicable federal and state securities laws.

Allocation of Proceeds and Issuance Costs

The agreement explicitly permits the settlement of the Initial OrbiMed Warrant in a cashless manner (i.e., net share settlement) and not indexed to the Company's own stock, therefore, it is considered as a derivative instrument and will be classified as a liability and is subsequently measured at fair value with changes reported to earnings following the proceeds from the issuance of the initial $ 25.0 million borrowing under the OrbiMed Credit Agreement.

The fair value of the Initial OrbiMed Warrant was measured using the Black-Scholes option pricing model.

The key inputs used in the valuations were as follows:

December 31, 2024 April 30, 2024

Expected term (years) 6.3 7.0

Risk free interest rate 4.5 % 4.7 %

Expected volatility 70.0 % 65.0 %

Dividend yield 0 0

Exercise price $ 9.3722 $ 9.5562

Stock price $ 5.01 $ 9.31

The inputs utilized by management to value the warrant liabilities are subjective.

As a result, if factors change and we use different assumptions, the fair value of the warrant liabilities may be materially different in the future.

(11) Income Taxes

We utilize the balance sheet method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the provisions of the enacted tax laws.

The income tax expenses (benefits) from continuing operations for the years ended December 31, 2023 and 2022, are summarized as follows:

The income tax expenses (benefits) from continuing operations are summarized as follows:

December 31, 2024 December 31, 2023

Current $ ( 15 ) $ —

Total $ 6 $ 9

The provision for income taxes differs from income taxes computed at the federal statutory tax rates for the years ended December 31, 2023 and 2022, due to the following items:

The provision for income taxes differs from income taxes computed at the federal statutory tax rates are due to the following items:

December 31, 2024 December 31, 2023

Statutory rate 21.0 % 21.0 %

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Permanent differences 5.3 ( 3.4 )

The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities at December 31, 2023 and 2022, are presented below:

The income tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and liabilities are presented below:

December 31, 2024 December 31, 2023

Deferred tax assets:

NOL carryforwards $ 44,336 $ 37,322

Fixed assets and intangibles 2,565 2,371

Accruals 1,115 815

Fixed assets 2,664 2,565

Accrued liabilities 140 1,115

Inventory 652 222

Interest limitation 674 —

Charitable contributions 33 37

Right-of-use assets 46 52

Lease accounting 52 46

Capitalized R&D expenses 11,919 10,176

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We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

As we do not have any historical taxable income, projections of future taxable income over the periods in which the deferred tax assets are deductible, and after consideration of the history of operating losses, we do not believe it is more likely than not that we will realize the benefits of the net deferred tax assets and, accordingly, have established a valuation allowance equal to 100% of net deferred tax assets.

The change in the valuation allowance for the years ended December 31, 2023 and 2022 was $ 13,192 and $ 8,728 , respectively.

As we do not have any historical taxable income, projections of future taxable income over the

periods in which the deferred tax assets are deductible, and after consideration of the history of operating losses, we do not believe it is more likely than not that we will realize the benefits of the net deferred tax assets and, accordingly, have established a valuation allowance equal to 100 % of net deferred tax assets.

The change in the valuation allowance for the years ended December 31, 2024 and 2023 was $ 10.0 million and $ 13.2 million, respectively.

As of December 31, 2024, we had net operating losses (“NOLs”) as follows (the NOLs which do not expire are subject to an annual utilization limitation of 80% of taxable income):

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Payments under the Dynavax purchase agreement consist of:

(a) one upfront payment of $ 9,000 that was split into two payments ($ 5,000 and $ 4,000 , paid in July and December 2021, respectively), (b) milestone payments upon the achievement of certain development and commercial milestones, and (c) royalty payments based on aggregate annual net sales after nelitolimod receives FDA approval to be sold.

The milestone payments range from $ 1,000 to $ 10,000 , triggered by development achievements for each of up to four indications.

The development milestone payments cannot exceed $ 170,000 .

We made a milestone payment of $ 1,000 in each of September 2021, after initiating our clinical study of uveal melanoma liver metastases;

(a) one upfront payment of $ 9.0 million that was split into two payments ($ 5.0 million and $ 4.0 million, paid in July and December 2022, respectively), (b) milestone payments upon the achievement of certain development and commercial milestones, and (c) royalty payments based on aggregate annual net sales after nelitolimod receives FDA approval to be sold.

The development milestone payments range from $ 1.0 million to $ 10.0 million, triggered by development achievements for each of up to four indications.

The development milestone payments cannot exceed $ 170.0 million.

We made a milestone payment of $ 1.0 million in each of September 2021, after initiating our clinical study of uveal melanoma liver metastases;

June 2022, after initiating our clinical study for primary liver tumors;

and August 2023, after initiating our clinical study for pancreatic cancer.

In aggregate, the commercial milestones shall not exceed $ 80,000 .

We will also pay annual royalties at the rate of 10 % for aggregate annual net sales less than or equal to $ 1,000,000 and 12 % for aggregate annual net sales above that amount.

We recorded the development milestone payments in R&D in 2023 and 2022.

In aggregate, the commercial milestones shall not exceed $ 80.0 million.

We will also pay annual royalties at the rate of 10 % for aggregate annual net sales less than or equal to $ 1,000.0 million and 12 % for aggregate annual net sales above that amount.

For 2024 and 2023, no annual royalties payments were made.

We record the milestone payments in R&D expense when they are incurred.

We have reflected these milestone payments in the Consolidated Statements of Cash Flows as investing activities to reflect the contractual investment in the IPR&D.

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(13) Standby Equity Purchase Agreement

On October 2, 2023, we entered into a Standby Equity Purchase Agreement ("SEPA") with Yorkville.

On October 2, 2023, we entered into a SEPA with Yorkville.

Yorkville is a fund managed by Yorkville Advisors Global, LP.

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As described in Note (2) Summary of Significant Accounting Policies , the SEPA is accounted for as a derivative pursuant to ASC 815-10 and will be recognized at fair value in accordance with ASC 820.

The Company intends to utilize the SEPA to access capital to fund its operations.

The Company did not issue any Advances during the year ended December 31, 2023.

The estimated fair value of the SEPA derivative liability on October 2, 2023 was $ 183 , which was determined using a scenario-based valuation model.

We intend to utilize the SEPA to access capital to fund our operations.

We did not issue any Advances during the year ended December 31, 2023.

The estimated fair value of the SEPA derivative liability on December 31, 2023 was $ 0.2 million, which was determined using a scenario-based valuation model.

The liability was remeasured to its fair value of $ 55 as of December 31, 2024, and is classified within other long-term liabilities in the Consolidated Balance Sheets.

This remeasurement resulted in the recognition of a loss of $ 2 for the year ended December 31, 2023, classified as change in fair value of contingent liabilities in the Consolidated Statement of Operations.

This remeasurement resulted in the recognition of a gain of $ 0.1 million for the year ended December 31, 2024, classified as change in fair value of contingent liabilities in the Consolidated Statement of Operations.

Assumptions used in the valuation are described below:

Valuation assumptions:

December 31, 2023 October 2, 2023

December 31, 2024 December 31, 2023

Expected draws $ 2,000 $ 5,000

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The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including:

(a) total expected draws of $ 5,000 through the issuance of five separate advances under the Option 1 Pricing Period;

(a) total expected draws of $ 2.0 million and $ 5.0 million, at December 31, 2024, and December 31, 2023, respectively, through the issuance of multiple separate advances under the Option 2 Pricing Period at December 31, 2024, and Option 1 Pricing Period at December 31, 2023;

(b) the expected probability of the draws on the SEPA, which we estimate based on our expectation of the draws being completed;

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These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision.

As of December 31, 2023, we did not sell any common stock under the SEPA.

In March 2024, we sold 350,000 shares of common stock under the SEPA, raising approximately $ 3,141 .

As of December 31, 2024, we had sold 2,290,377 shares of common stock under the SEPA, raising approximately $ 14.1 million.

On April 30, 2024 (the "OrbiMed Closing Date"), we entered into the Credit Agreement with OrbiMed, a healthcare investment firm, and certain of its affiliates to support the execution of strategic expansion plans, fuel continued growth, and provide financial flexibility.

Pursuant to the to the OrbiMed Credit Agreement, OrbiMed agreed to provide a term loan facility to the borrower, in an aggregate principal amount of $ 50.0 million, as follows:

$ 25.0 million funded on the OrbiMed Closing Date (the “Initial Term Loan”).

$ 10.0 million term loan available at the election of the borrower (the "Second Tranche"), provided that Product Revenue Base (defined below) for the trailing 12-months ending on the last day of the month immediately prior to the funding of such loan was at least $ 30.0 million (the “First Delayed Draw Term Loan Commitment”).

The First Delayed Draw Term Loan Commitment expires on June 30, 2025.

An additional $ 15.0 million term loan available at the election of the borrower (the "Third, provided that Product Revenue Base (defined below) for the trailing 12-months ending on the last day of the month immediately prior to the funding of such loan was at least $ 50.0 million (the “Second Delayed Draw Term Loan Commitment” and together with the First Delayed Draw Term Loan Commitment the “DDTL Commitments”).

The Second Delayed Draw Term Loan Commitment expires on December 31, 2025.

The loans under the OrbiMed Credit Agreement will mature on April 30, 2029.

On April 30, 2024, we borrowed the Initial Term Loan, resulting in gross proceeds of $ 25.0 million.

The OrbiMed Credit Agreement includes a subjective acceleration clause whereby an event of default, including a material adverse change in the business, operations, or conditions (financial or otherwise), could result in the acceleration of the obligations under the OrbiMed Credit Agreement.

Under certain circumstances, a default interest rate of an additional 4.0 % per annum will apply, at the election of OrbiMed, on all outstanding obligations during the occurrence and continuance of an event of default.

OrbiMed can also declare all or a portion of the outstanding principal amount of the loan due and payable, and cancel any unmade draws.

OrbiMed has not exercised its right under this clause, as there have been no such events.

Subsequent to December 31, 2024, we met the conditions for borrowing of the First Delayed Draw Term Loan Commitment and requested the additional $ 10.0 million term loan associated with the Second Tranche.

On February 18, 2025, we borrowed the Second Tranche and received gross proceeds of $ 10.0 million.

If the “Product Revenue Base” (i.e., with respect to any period, the net revenues for such period from sales of TriNav) on a trailing 12-month basis does not equal or exceed the specified amount as stipulated in table below, the borrower will start repaying the outstanding principal amount of the loans under the OrbiMed Credit Agreement.

Such repayments will commence in the calendar month immediately following the applicable Test Date (stipulated in the table below) and occur on the last day of each calendar month ("Amortization Payment Date").

The repayments are made in equal monthly installments, calculated from the first Amortization Payment Date through the Maturity Date and the balance of the principal amount of the loans under the OrbiMed Credit Agreement shall be repaid on the Maturity Date.

The repayments include the applicable Repayment Premium and the Exit Fee (each as defined below).

The repayment of the of the loans under the OrbiMed Credit Agreement as aforementioned, is referred to as the “Revenue Base Redemption Liability.”

Test Dates (fiscal Quarter Ending) Product Revenue Base for 12 months Period

December 31, 2024 $ 26,200

March 31, 2025 $ 29,600

June 30, 2025 $ 33,400

September 30, 2025 $ 37,800

December 31, 2025 $ 42,700

March 31, 2026 $ 46,400

June 30, 2026 and each Fiscal Quarter ending thereafter $ 50,000

As of December 31, 2024, we were in compliance with the Product Revenue Base requirement and no repayments were required.

Repayment Premium

All repayments and prepayments of the loans under the OrbiMed Credit Agreement (other than on Maturity Date) shall be accompanied by the payment of the premium, which shall be determined based on the timing of the repayment as follows (the “Repayment Premium”):

Time of Repayment Premium Rate

Within the first 12 months from the funding date of each respective loan.

3.0 % plus the Make-Whole Amount (defined below) (1)

After the first 12 months but before the 24-month anniversary of the funding date of each respective loan.

After the 24-month anniversary but before the 36-month anniversary of the funding date of each respective loan.

After the 36-month anniversary but before the 48-month anniversary of the funding date of each respective loan.

After the 48-month anniversary of the funding date of each respective loan.

(1) “Make-Whole Amount” is equal to the sum of the remaining scheduled interest payments through the 12-month anniversary

of the closing date of each respective loa n.

Interest Rate and Payment

The interest rate is calculated as Secured Overnight Financing Rate for the interest period (which shall not be less than 4.0 % (the “Floor”)) plus 8.5 % (the “Interest Rate”).

Until the first full interest period after the 15 month anniversary of the OrbiMed Closing Date, 3.5 % of the Interest Rate shall be designated as paid-in-kind interest, which is added to the outstanding principal amount of the loans under the OrbiMed Credit Agreement (the “PIK Interest”).

However, the borrower upon written notice can elect to pay all interest in cash, or to pay a percentage less than 3.5 % as PIK Interest.

On and after occurrence of any event of default, until such event of default is cured, the borrower is obligated to pay 4.0 % in addition to the otherwise applicable Interest Rate (the “Default Rate”).

Interest payments are due on the last day of the month (except PIK Interest, which is added to the outstanding principal amount of the loans under the OrbiMed Credit Agreement on the last day of each month).

Whenever a prepayment is made on the principal of the loans under the OrbiMed Credit Agreement, the accrued interest and any applicable Repayment Premium on the amount prepaid is also due on such date.

Debt Related Fees

The borrower on the repayment of the loans under the OrbiMed Credit Agreement is obligated to pay an additional fee equal to 4.0 % of the of the principal amount being repaid.

This applies whether the repayment is made on the Maturity Date, or under any other conditions specified in the Agreement (the “Exit Fee”).

(2) Commitment Fee

The borrower on the funding date of the loans under the OrbiMed Credit Agreement, shall pay a commitment fee to the Lender, equal to 2.0 % of the principal amount drawn (the “Commitment Fee”).

(3) Undrawn Fee

Every month, the borrower is obligated to remit a fee to the lender, calculated as 0.25 % per annum of the total undrawn amount under the DDTL Commitments.

(4) Administrative Fee

The borrower will pay to the agent under the OrbiMed Credit Agreement for its own account a quarterly loan administration fee of $ 0.01 million, payable in advance, with the first payment due and payable upon the OrbiMed Closing Date.

Increased Costs

If, at any time, any lender incurs additional cost, reductions in any sum receivable by the lender under the OrbiMed Agreement or reduction in the rate of return with respect to the loans under the OrbiMed Credit Agreement because of any change in applicable law or government rule including laws regarding capital adequacy, reserve requirements, taxes, or similar requirements, etc., (collectively, “Yield Adjustment Events”), the borrower will pay the lenders an additional amount to compensate the lender for such increased costs or reduction in rate of return (the “Yield Protection Adjustment Feature”).

Unless otherwise required by applicable law, any and all payments shall be made free and clear of and without deduction for any taxes;

provided, that if any taxes shall be deducted (as required by law or otherwise) from such payments, then the borrower or the withholding agent shall be entitled to make such deductions and shall timely pay the full amount deducted to the relevant government authority in accordance with applicable law.

If such taxes are Non-Excluded Taxes (as defined in the OrbiMed Credit Agreement), then the sum payable by the borrower shall be increased as necessary so that after all required deductions have been made, the Lenders receive an amount equal to the sum it would have received had no such deduction been made (the "Tax Gross-Up Feature”).

In connection with the closing of the OrbiMed Credit Agreement, we issued OrbiMed the Initial OrbiMed Warrant.

See Note (10) Warrants for further discussion.

In addition to issuing the Initial OrbiMed Warrant, on each of the closings of the Delayed Draw Commitment Amounts, if any, we agreed to issue additional warrants to purchase a number of shares of our common stock determined by dividing 5.0 % of the applicable Delayed Draw Commitment Amount by the 10-day volume weighted average sale price of our common stock as of the issue date (the “Subsequent OrbiMed Warrants” and collectively, with the Initial OrbiMed Warrant, the “OrbiMed Warrants” and together with the SPAC Warrants, the “Warrants”).

The Subsequent Warrants will expire seven years from each applicable issuance date, if any.

If we fail to comply with certain of our obligations under the OrbiMed Registration Rights Agreement with respect to maintaining an effective registration statement covering shares of Common Stock underlying the OrbiMed Warrants, then the expiration date of an OrbiMed Warrant may be extended.

Additionally, the Initial OrbiMed Warrant is subject to customary price-based anti-dilution protections, such that, in certain circumstances, if we issue shares of our common stock below the current exercise price of the Initial OrbiMed Warrant, the exercise price of the Initial OrbiMed Warrant will be adjusted downward based on such issuance.

In connection with the closing of the First Delayed Draw, we issued OrbiMed 91,263 warrants on February 18, 2025.

The Subsequent OrbiMed Warrants are held by the two of OrbiMed's operating entities associated with the Initial OrbiMed Warrants;

one for 64,748 and the second for 26,515 common shares.

The Subsequent OrbiMed Warrants expire seven years from the issuance date and contain an exercise price of $ 5.4787 .

Effective March 20, 2025, we executed the First Amendment To Credit Agreement and Registration Rights Agreement which required the registration of the Subsequent OrbiMed Warrants to be filed by May 15, 2025 and waived the prior default events related to the Series A Convertible Preferred Stock conversions in September 2024, February 2025, and March 2025.

Accounting Treatment

In accordance with ASC 470, Debt , we recorded the Initial Term Loan as long term debt, and recorded the costs incurred to obtain the loan as contra-debt.

We incurred $ 2.6 million in legal, origination and other fees to acquire the OrbiMed Credit Agreement.

In addition, we determined that the Initial OrbiMed Warrant met the definition of a derivative under ASC 815, Derivatives and Hedging , and should be recorded as a liability, and that we should bifurcate and separately recognize the Revenue Base Redemption Liability.

At April 30, 2024, we determined the initial value of the Initial OrbiMed Warrant was $ 0.8 million using the Black-Scholes pricing model (see Note (10) Warrants for further discussion.).

We determined the initial value of the Revenue Base Redemption Liability to be $ 0.7 million using a Monte Carlo simulation of future revenue and valuing the Initial Term Loan using the with and without method.

The proceeds related to the OrbiMed Credit Agreement of with OrbiMed of $ 25.0 million will be allocated first to the Initial OrbiMed Warrants and to the Revenue Base Redemption Liability, in an amount equal to their respective fair value at the OrbiMed Closing Date.

The Initial OrbiMed Warrant and the Revenue Base Redemption liability will be remeasured subsequently, with changes recorded to expense at each remeasurement date.

Any residual proceeds should be allocated to the Initial Term Loan, whereas the issuances should be allocated in proportion to the proceeds between the Initial OrbiMed Term Loan and the Initial Warrant.

Assumptions used in the valuation are described below:

December 31, 2024 April 30, 2024

Expected term (years) 6.3 7.0

Risk free interest rate 4.5 % 4.7 %

Expected volatility 70.0 % 65.0 %

Dividend yield 0 0

Exercise price $ 9.3740 $ 9.5562

Stock price $ 5.01 $ 9.31

The estimated fair value of the liabilities were determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes.

The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates including:

(a) expected term, based on the Initial Term Loan maturity date;

(b) risk-free interest rate, which was determined by reference to the U.S.

Treasury yield curve for time periods commensurate with the expected term;

(c) expected volatility, which is based on the historical equity volatility of publicly traded peer companies for a term equal to the expected term;

(d) expected dividend yield, which we estimate to be zero based on the fact that we have never paid or declared dividends on the Company's common stock;

(e) exercise price, which we calculate as prescribed by the OrbiMed Credit Agreement;

(f) our stock price, as of the closing price per the Nasdaq on the last day of the reporting period.

These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision.

For the year ended December 31, 2024, we recognized interest of $ 2.3 million related to the Initial Term Loan, of which $ 0.6 million was recorded as PIK interest.

The remaining $ 1.7 million was paid in cash to OrbiMed.

We also expensed $ 0.5 million of the capitalized debt issuance costs, which was charged to non-cash interest, and we accreted $ 0.1 million of the Exit Fee which will be due at the termination of the Initial Term Loan.

The following table summarizes activity within the Initial Term Loan for the year ended December 31, 2024.

There was no activity for year ended December 31, 2023.

Initial draw $ 25,000

Debt issuance costs

Cash issuance costs ( 2,593 )

Noncash issuance costs:

Revenue base redemption liability ( 729 )

Warrant liability ( 811 )

Balance at April 30, 2024 $ 20,867

Amortization of debt issuance costs 486

PIK interest 604

Accretion of exit fee liability 127

Balance at December 31, 2024 $ 22,084

In addition, we received a waiver on March 31, 2025 to extend the timing for the required audited financial statements to occur on or before April 15, 2025.

Upon receiving the waivers, we were in compliance with all financial covenants under the OrbiMed Credit Agreement.

(15) Convertible Preferred Stock

1 unchanged sentence

The Company is authorized to issue up to 10,000,000 shares of preferred stock.

At the Closing Date, we issued 4,015,002 shares of Series A Convertible Preferred Stock for $ 40,150 .The original issue price of the Series A Convertible Preferred Stock was $ 10.00 .

At the Closing Date, we issued 4,015,002 shares of Series A Convertible Preferred Stock for $ 40.2 million.

The original issue price of the Series A Convertible Preferred Stock was $ 10.00 .

The Series A Convertible Preferred Stock accrues cumulative dividends at the rate of 8.00 % per annum on the original issue price.

As of December 31, 2023, total undeclared cumulative dividends were $ 1,258 .

We have not recorded the undeclared dividends in our consolidated financial statements.

As of December 31, 2024, total undeclared cumulative dividends were $ 4.4 million.

We have not recorded the undeclared dividends in our consolidated financial statements, other than under "Undeclared dividends on Series A Preferred Stock" in the Consolidated Statement of Operations.

All shares of Series A Convertible Preferred Stock had the following rights:

(iii) Conversion

(a) Optional Conversion

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On the four-year anniversary of the Closing, all then outstanding shares of Series A Convertible Preferred Stock shall automatically convert into the number of shares of our Common Stock equal to the quotient of (i) the sum of the Liquidation Preference and if we had not elected to otherwise pay the accrued Annual Dividends in cash to the holder, the accrued Annual Dividends on such shares as of the date of conversion, divided by (ii) the Conversion Price of such shares in effect at the time of conversion.

Voting Rights

(iv) Voting Rights

Holders of the Series A Convertible Preferred Stock are entitled to vote with the holders of our Common Stock on all matters submitted to a vote of our stockholders, except as otherwise provided in the Certificate of Designations or as required by applicable law, voting together with the holders of our Common Stock as a single class.

Each holder is entitled to a number of votes in respect of the shares of Series A Convertible Preferred Stock owned as of the record date by it, or if

no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, equal to the quotient of (i) $ 10.00 divided by (ii) the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of our Common Stock as determined at Closing.

Each holder is entitled to a number of votes in respect of the shares of Series A Convertible Preferred Stock owned as of the record date by it, or if no such record date is established, as of the date such vote is taken or any written consent of stockholders is solicited, equal to the quotient of (i) $ 10.00 divided by (ii) the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)) of our Common Stock as determined at Closing.

As long as any shares of Series A Convertible Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series A Convertible Preferred Stock, (i) amend, alter, repeal or otherwise modify any provision of our certificate of incorporation or the Certificate of Designations in a manner that would alter or change the terms or the powers, preferences, rights or privileges of the Series A Convertible Preferred Stock as to affect them adversely;

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(iii) increase the authorized number of shares of Series A Convertible Preferred Stock or enter into any agreement with respect to the foregoing.

(v) Dividends

Holders of the Series A Convertible Preferred Stock are entitled to participate equally in any dividends declared to holders of Common Stock.

In addition, each holder of the Series A Convertible Preferred Stock is entitled to receive cumulative annual dividends that accrue and accumulate on a daily basis at a rate per annum (calculated on the basis of an actual 365- or 366-day year, as applicable) equal to 8.00 % of the original issue price of $ 10.00 per share (the "Annual Dividends”).

actual 365- or 366-day year, as applicable) equal to 8.00 % of the original issue price of $ 10.00 per share (the "Annual Dividends”).

The Annual Dividends will be either paid in cash, paid by issuing fully paid and nonassessable shares of Common Stock, or a combination thereof when, as and if authorized and declared by our Board.

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So long as any shares of Series A Convertible Preferred Stock remain outstanding, unless all Annual Dividends on all outstanding shares of Series A Convertible Preferred Stock have been declared and paid in cash, we will be prohibited from declaring any dividends on, or making any distributions relating to, other classes of our capital stock ranking junior to the Series A Convertible Preferred Stock, subject to certain exceptions.

Anti-dilution Provisions

(vi) Anti-dilution Provisions

The initial Conversion Price of $ 10.00 is subject to customary adjustments in the case of certain distributions to holders of our Common Stock payable in shares of our Common Stock, subdivisions, splits or combinations of the shares of our Common Stock and distributions to all holders of shares of our Common Stock of any convertible securities or options or any other assets for which there is no corresponding distribution in respect of the Series A Convertible Preferred Stock.

The Conversion Price will automatically reset upon each of February 10, 2025, and July 10, 2027, the eighteen-month and forty-seven-month anniversaries of the Closing Date, to be equal to the lowest of:

(i) Initial Conversion Price, subject to adjustments for stock dividends and distributions or other distributions made to common stockholders for which there is no corresponding distribution for Preferred Stock,

(ii) the then-current Conversion Price, and

(iii) the higher of 1) the Floor Price ($ 2.10 per share) or 2) the trailing ten -Trading Day VWAP of the Common Stock determined as of the date of such reset.

Liquidation Preferences

(i) the then-current Conversion Price, and

(ii) the higher of 1) the Floor Price ($ 2.10 per share) or 2) the trailing ten -trading day VWAP of the Company's common stock determined as of the date of such reset.

On February 10, 2025, the Conversion Price was reset to $ 5.277 based on the trailing ten-trading day VWAP of the Company's common stock.

As of March 31, 2025, approximately 365,000 shares of Series A Convertible Preferred Stock, including the accrued dividends thereon, have been converted for approximately 778,000 shares of the Company's common stock.

(vii) Liquidation Preferences

The terms of the Series A Convertible Preferred Stock provide for liquidation preferences in the event of a change in control, liquidation, dissolution, or certain other fundamental transactions of the Company (a “Liquidation Event”), none of which were deemed probable as of December 31, 2024.

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After payment of the aforementioned Liquidation Preferences, any remaining proceeds from a Liquidation Event will be distributed to all classes of capital stock that are junior to the Series A Convertible Preferred Stock pro rata on an as-if converted basis.

Legacy TriSalus Preferred Stock

Since inception, we have issued various series of preferred stock as more fully described below.

As described in Note (3) Business Combination , all of the Legacy TriSalus Preferred Stock was converted to Legacy TriSalus Common Stock

immediately prior to the Business Combination and, upon consummation of the Business Combination, were exchanged for shares of our Common Stock.

In accordance with the terms of the Legacy TriSalus Preferred Stock, upon an acquisition of the Company, the proceeds would be used to first pay the liquidation preferences on the preferred stock prior to payment to common stockholders.

We have determined this is an in-substance redemption feature since holders of preferred stock represent a majority of our Board and control a majority of the stockholder vote on an as-if-converted basis.

Thus, a decision to pursue an acquisition or accept the terms of an acquisition — and thereby redeem the convertible preferred stock — was deemed to be outside of our control.

As a result, the Legacy TriSalus Preferred Stock has been classified as temporary equity in the accompanying Consolidated Balance Sheets.

We have not adjusted the carrying values of the convertible preferred stock to the respective liquidation preferences of such shares as the instruments were not currently redeemable and we believed it was not probable that the instruments would become redeemable.

Convertible preferred stock, net of issuance costs, at December 31, 2023 and 2022, is as follows:

Series 2023 2022

Series A-1 preferred stock, $ 0.001 par value per share.

Authorized, issued, and outstanding 0 and 131,797 shares at December 31, 2023 and 2022

Series A-2 preferred stock, $ 0.001 par value per share.

Authorized, issued, and outstanding 0 and 576,126 shares at December 31, 2023 and 2022

Series A-3 preferred stock, $ 0.001 par value per share.

Authorized, issued, and outstanding 0 and 612,822 shares at December 31, 2023 and 2022

Series A-4 preferred stock, $ 0.001 par value per share.

Authorized, issued, and outstanding 0 and 127,787 shares at December 31, 2023 and 2022

Series A-5 preferred stock, $ 0.001 par value per share.

Authorized 734,533 shares;

issued and outstanding 0 and 730,320 shares at December 31, 2023 and 2022

Series A-6 preferred stock, $ 0.001 par value per share.

Authorized 805,848 shares;

issued and outstanding 0 and 800,657 shares at December 31, 2023 and 2022

Series B preferred stock, $ 0.001 par value per share.

Authorized 7,021,678 shares;

issued and outstanding 0 and 6,984,971 shares at December 31, 2023 and 2022, respectively

Series B-1 preferred stock, $ 0.001 par value per share.

Authorized 1,659,672 shares;

issued and outstanding 0 and 1,659,672 shares at December 31, 2023 and 2022, respectively

Series B-2 preferred stock, $ 0.001 par value per share.

Authorized 1,765,609 shares;

issued and outstanding 0 and 706,243 shares at December 31, 2023 and 2022, respectively

Series B-3 preferred stock, $ 0.001 par value per share.

Authorized 8,474,924 shares;

issued and outstanding 0 at shares at December 31, 2023 and 2022

Total convertible preferred stock $ — $ 164,006

The following table summarizes activity in convertible preferred stock for the years ended December 31, 2023 and 2022.

Series Balance at January 01, 2022 Issuances Balance at December 31, 2022

Series A-1 $ 6,065 $ — $ 6,065

Series A-2 8,976 — 8,976

Series A-3 10,611 — 10,611

Series A-4 1,993 — 1,993

Series A-5 12,858 — 12,858

Series A-6 15,476 — 15,476

Series B 84,528 — 84,528

Series B-1 20,000 3,499 23,499

Total convertible preferred stock $ 160,507 $ 3,499 $ 164,006

The following table summarizes activity in the Series A Convertible Preferred Stock for the years ended December 31, 2024.

There was no activity for the year ended December 31, 2023.

Series Balance at December 31, 2023 Issuances Retirements / Conversions Balance at December 31, 2024

Series A-1 $ 6,065 $ — $ ( 6,065 ) $ —

Series A-2 8,976 — ( 8,976 ) —

Series A-3 10,611 — ( 10,611 ) —

Series A-4 1,993 — ( 1,993 ) —

Series A-5 12,858 — ( 12,858 ) —

Series A-6 15,476 — ( 15,476 ) —

Series B 84,528 109 ( 84,637 ) —

Series B-1 23,499 1 ( 23,500 ) —

Series B-2 $ — $ — $ — —

Series B-3 $ — $ 39,858 $ ( 39,858 ) $ —

Series A Convertible Preferred Stock (assuming maximum conversion) 25,237,155 — ( 188,571 ) 25,048,584

Total convertible preferred stock 25,237,155 — ( 188,571 ) 25,048,584

On September 16, 2024, a holder of Series A Convertible Preferred Stock elected to convert 30,000 shares of preferred stock.

In accordance with the subscription agreement, these shares were converted to 32,645 shares of common stock (including common shares issued as consideration for a total of $ 0.03 million in undeclared accumulated dividends,

calculated at the rate of 8.00 % per annum from the date of original issuance of the Series A Convertible Preferred Stock on the original issue price).

2023 Financing

In January through June 2023, holders of warrants to purchase 4,771,642 shares of Series B-3 preferred stock exercised their purchase rights, for proceeds of approximately $ 9,630 .

In addition, $ 25,409 of warrant liabilities was transferred to Series B-3 preferred stock.

Also, holders of warrants to purchase 11,123 shares of Series B preferred stock exercised their purchase rights, for proceeds of $ 4 , plus the transfer of warrant liabilities of $ 106 to Series B preferred stock.

In March 2023, we effectuated two closings of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 207,541 shares of Series B-2 preferred stock and accompanying warrants to purchase 830,167 shares of Series B-3 preferred stock, representing approximately 40 % of the shares committed in the second tranche, were sold for an aggregate purchase price of $ 2,939 , and (ii) 17,656 shares of Series B-2 preferred stock and accompanying warrants to purchase 70,624 shares of Series B-3 preferred stock, representing approximately 3% of the shares committed in the second tranche, were sold for an aggregate purchase price of $ 250 .

In January through June 2023, holders of warrants to purchase 4,771,642 shares of Series B-3 preferred stock exercised their purchase rights, for proceeds of approximately $ 9.6 million.

In addition, $ 25.4 million of warrant liabilities was transferred to Series B-3 preferred stock.

In March 2023, we effectuated two closings of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 207,541 shares of Series B-2 preferred stock and accompanying warrants to purchase 830,167 shares of Series B-3 preferred stock, representing approximately 40 % of the shares committed in the second tranche, were sold for an aggregate purchase price of $ 2.9 million, and (ii) 17,656 shares of Series B-2 preferred stock and accompanying warrants to purchase 70,624 shares of Series B-3 preferred stock, representing approximately 3% of the shares committed in the second tranche, were sold for an aggregate purchase price of $ 0.3 million.

1 unchanged sentence

In May 2023, we amended the Series B-2 preferred stock agreement and warrant agreement to purchase Series B-3 preferred stock to extend the expiration date for the second tranche from February 28, 2023, to May 31, 2023.

In June 2023, we effectuated closings of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 257,779 shares of Series B-2 preferred stock and accompanying warrants to purchase 1,031,116 shares of Series B-3 preferred stock, representing approximately 49.7 % of the shares committed in the second tranche, were sold for an aggregate purchase price of approximately $ 3,650 , and (ii) 165,967 shares of Series B-2 preferred stock and accompanying warrants to purchase 663,868 shares of Series B-3 preferred stock, none of which were shares committed in the second tranche, were sold for an aggregate purchase price of $ 2,350 .

In June 2023, we effectuated closings of a portion of the second tranche of the B-2 Preferred Stock Financing whereby (i) 257,779 shares of Series B-2 preferred stock and accompanying warrants to purchase 1,031,116 shares of Series B-3 preferred stock, representing approximately 49.7 % of the shares committed in the second tranche, were sold for an aggregate purchase price of approximately $ 3.7 million, and (ii) 165,967 shares of Series B-2 preferred stock and accompanying warrants to purchase 663,868 shares of Series B-3 preferred stock, none of which were shares committed in the second tranche, were sold for an aggregate purchase price of $ 2.4 million.

As a result of the closings of a portion of the second tranche of the B-2 Preferred Stock Financing described above, in accordance with the anti-dilution rights in the Company’s certificate of incorporation, the conversion prices of the Company’s preferred stock (i) were adjusted to $ 38.84 for Series A-1 preferred stock, $ 12.14 for Series A-2 preferred stock, $ 13.36 for Series A-3 preferred stock, $ 12.55 for Series A-4 preferred stock, $ 13.36 for Series A-5 preferred stock, $ 14.97 for Series A-6 preferred stock, $ 9.71 for Series B preferred stock, and $ 10.93 for Series B-1 preferred stock and (ii) remained the same for Series B-2 preferred stock $ 14.16 and Series B-3 preferred stock $ 2.03 , which correlate to approximate (in each case rounded to three decimals) exchange ratios of 1.275 to 1 for Series A-1 preferred stock, 1.290 to 1 for Series A-2 preferred stock, 1.303 to 1 for Series A-3 preferred stock, 1.277 to 1 for Series A-4 preferred stock, 1.333 to 1 for Series A-5 preferred stock, 1.351 to 1 for Series A-6 preferred stock, 1.250 to 1 for Series B preferred stock, 1.296 to 1 for Series B-1 preferred stock, 1 to 1 for Series B-2 preferred stock and 1 to 1 for Series B-3 preferred stock.

These conversion prices remained in effect at the Closing Date.

Any portion of the Series B-3 Warrants that remained unexercised at the time the Business Combination is consummated were automatically net settled for shares of Legacy TriSalus Common Stock immediately prior to the closing of the

Business Combination (see Note (3) Business Combination ) and exchanged into shares of our Common Stock at the Closing Date.

The fair value of the Series B-3 Warrants as of December 31, 2022, was determined using a probability-weighted expected outcome model whereby the following two scenarios were probability-weighted based on the Company’s expectation of each occurring:

(1) a status quo scenario whereby the Company would continue as a private company and (2) a scenario where the Business Combination would close.

The fair value of the Series B-3 Warrants as of August 10, 2023, was determined solely using the scenario where the Business Combination would close.

Under the status quo scenario, the Series B-3 Warrants, including warrants to be issued under the second and third tranches, were valued using

the Black-Scholes model.

The fair value of the Series B-2 Tranche Liability was determined using a Binomial Tranche Model.

Both models incorporated the following significant assumptions for the respective valuation dates:

Series B-2 preferred stock fair value per share $ 14.97

Series B-2 preferred stock exercise price per share $ 14.16

Series B-3 preferred stock fair value per share $ 3.24

Series B-3 Warrants exercise price per share $ 2.03

Volatility 50.0 % – 65.0 %

Risk free rate 4.0 % – 4.7 %

Series B-2 Tranche Liability expected term 0.2 – 0.4 years

Series B-3 Warrants expected term 5.8 – 6.0 years

Expected dividends $ —

Any portion of the Series B-3 Warrants that remained unexercised at the time the Business Combination was consummated were automatically net settled for shares of Legacy TriSalus Common Stock immediately prior to the closing of the Business Combination (see Note (3) Business Combination ) and exchanged into shares of our Common Stock at the Closing Date.

The fair value of the underlying shares of Series B-2 preferred stock and the Series B-3 Warrants used in these models were derived from estimates of the Company’s equity fair value using the Guideline Public Company Method, specifically revenue multiples of comparable public companies were multiplied by the Company’s forecasted 2023 and 2024 revenue.

The valuation of Series B-3 Warrants under the Business Combination scenario incorporates an estimate of the fair value of the underlying Series B-3 preferred stock upon the close of the Business Combination of $ 9.31 and $ 10.93 per share, as of August 10, 2023, and December 31, 2022, respectively, which is based upon the enterprise value stated in the Merger Agreement of $ 220,000 allocated to all outstanding shares of preferred stock, warrants to purchase preferred stock, and common stock on an as-if converted basis, and for the December 31, 2022 valuation, discounted at 30 % from the expected Business Combination Closing Date.

The Business Combination scenario as of August 10, 2023, and December 31, 2022, assumed there would be no additional exercises of the second and third tranches, and thus no value was assigned to the outstanding tranche rights and obligations, as the Company would not exercise its right to call the remaining second tranche.

The fair value of the Series B-3 Warrant Liabilities at issuance resulting from the completion of the Second Tranche Closings was estimated at $ 14,701 .

The excess of the warrant liability’s fair value compared to the proceeds received in the Second Tranche Closings resulted in a charge to loss on equity issuance in the Consolidated statements of operations of $ 1,402 for the year ended December 31, 2023.

The valuation of Series B-3 Warrants under the Business Combination scenario incorporates an estimate of the fair value of the underlying Series B-3 preferred stock upon the close of the Business Combination of $ 9.31 per share, as of August 10, 2023, which is based upon the enterprise value stated in the Merger Agreement of $ 220.0 million allocated to all outstanding shares of preferred stock, warrants to purchase preferred stock, and common stock on an as-if converted basis.

The Business Combination scenario as of August 10, 2023 assumed there would be no additional exercises of the second and third tranches, and thus no value was assigned to the outstanding tranche rights and obligations, as the Company would not exercise its right to call the remaining second tranche.

The fair value of the Series B-3 Warrant Liabilities at issuance resulting from the completion of the Second Tranche Closings was estimated at $ 14.7 million.

The excess of the warrant liability’s fair value compared to the proceeds received in the Second Tranche Closings resulted in a charge to loss on equity issuance in the Consolidated Statements of Operations of $ 1.4 million for the year ended December 31, 2023.

(16) Stockholders' Equity

(a) Common Stock

As of December 31, 2023 and 2022, the Company’s authorized shares of common stock were 400,000,000 and 30,898,162 , respectively.

As of December 31, 2023, the Company had reserved the following shares of common stock for

future issuance in connection with the conversion of shares of Preferred Stock, at the applicable conversion rates (see Note (14) Convertible Preferred Stock ) and upon the exercise of certain options and warrants:

As of December 31, 2024 and 2023, the Company’s authorized shares of common stock were 400,000,000 .

As of December 31, 2024, the Company had reserved the following shares of common stock for future issuance in connection with the conversion of shares of Series A Convertible Preferred Stock, at the applicable conversion rates (see Note (15) Convertible Preferred Stock ) and upon the exercise of certain options and warrants:

December 31, 2024 December 31, 2023

Preferred stock:

Series A convertible preferred stock (assuming maximum conversion) 25,048,584 25,237,155

Series A-1 — 152,188

Series A-2 — 675,638

Series A-3 — 712,198

Series A-4 — 148,834

Series A-5 — 868,487

Series A-6 — 953,163

Series B — 8,059,581

Series B-1 — 1,936,284

Series B-2 — 706,243

Total preferred stock 25,237,155 14,212,616

Public Warrants 1,751,825 8,333,333

Private Placement Warrants 4,428,648 4,933,333

Warrants to purchase Series A-5 preferred stock — 5,010

Warrants to purchase Series A-6 preferred stock — 6,179

Warrants to purchase Series B preferred stock — 42,354

Warrants to purchase Series B-3 preferred stock — 2,824,974

Working Capital Warrants 1,000,000 1,000,000

Initial OrbiMed Warrant 130,805 —

Total Warrants 7,311,278 14,266,666

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However, any awards granted under the 2009 Plan remain subject to the terms of the 2009 Plan and the applicable award agreement.

Historically, we have used options as an incentive for long-term compensation to our executive officers because options allow our executive officers to realize value from this form of equity compensation only if the value of the underlying equity securities increase relative to the option’s exercise price, which exercise price is set at the fair market value of the underlying equity securities on the grant date.

The 2009 Plan and the 2023 Plan are administered by our chief executive officer and chief financial officer, who act on the recommendation of managers of the Company to select the individuals to whom the awards will be granted and to determine the amount and vesting period for the grants.

Historically, we have primarily used options as an incentive for long-term compensation to our executive officers because options allow our executive officers to realize value from this form of equity compensation only if the value of the underlying equity securities increase relative to the option’s exercise price, which exercise price is set at the fair market value of the underlying equity securities on the grant date.

The 2009 Plan and the 2023 Plan are administered by our CEO and CFO, who act on the recommendation of managers of the Company to select the individuals to whom the awards will be granted and to determine the amount and vesting period for the grants.

All grants are subject to approval by the board of directors.

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The most recent amendment was on September 15, 2022, so the revised expiration date of the 2009 Plan is September 15, 2032.

During the year ended December 31, 2023, we granted 279,306 options with a weighted average fair value of $ 5.60 .

At December 31, 2023, no options to purchase shares of common stock were available for grant.

Stock options are granted with an exercise price equal to the estimated fair value of the stock at the date of grant.

23 unchanged sentences

Total 1,240,985 6.10 933,142

2009 Plan 2023 2022

2009 Plan December 31, 2024 December 31, 2023

Valuation assumptions:

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Therefore, the average expected term was calculated using the simplified method, as defined by GAAP, for estimating the expected term.

We granted 177,973 options to members of the Board of Directors and other non-employees during the year ended December 31, 2022.

Recognized compensation expense under the 2009 Plan for employees and nonemployees in 2023 was $ 245 , which was predominately included in general and administrative expense in the accompanying consolidated statements of operations.

As of December 31, 2023, there was $ 873 of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the equity incentive plan.

Recognized compensation expense under the 2009 Plan for employees and nonemployees in 2024 was $ 0.3 million, which was predominately included in general and administrative expense in the accompanying Consolidated Statements of Operations.

As of December 31, 2024, there was $ 0.5 million of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the 2009 Plan.

The December 31, 2024, balance will be recognized over a weighted average period of 1.1 years.

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In addition, the share reserve will automatically increase on January 1 of each year for a period of ten years , commencing on January 1, 2024, and ending on January 1, 2033, in an amount equal to (1) five percent of the total number of shares of the fully diluted common stock determined on December 31 of the preceding year, or (2) a lesser number of shares of Common Stock determined by our Board prior to January 1 of a given year.

During the year ended December 31, 2023, we granted 2,100,307 options with a weighted average fair value of $ 4.08 .

The share reserve increased to 7,966,477 authorized shares in 2024 due to the automatic feature of the 2023 Plan.

The 2023 Plan will expire on August 10, 2033, unless modified by the Board of Directors or a duty authorized committee thereof.

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$ 11.34 233,334 7.83 93,336

$ 11.51 172,500 8.62 57,500

$ 12.00 200,729 7.84 79,061

Total 3,350,554 8.55 591,233

2023 Plan 2023

2023 Plan December 31, 2024 December 31, 2023

Valuation assumptions:

3 unchanged sentences

Risk-free interest rate 4.2 % 4.2 %

Recognized compensation expense under the 2023 Plan for employees and nonemployees in 2023 was $ 724 , which was predominately included in general and administrative expense in the accompanying consolidated statements of operations.

As of December 31, 2023, there was $ 7,766 of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the equity incentive plan.

Recognized compensation expense under the 2023 Plan for employees and nonemployees in 2024 was $ 3.6 million, which was predominantly included in general and administrative expense in the accompanying Consolidated Statements of Operations.

As of December 31, 2024, there was $ 10.1 million of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the 2023 Plan.

The December 31, 2024, balance will be recognized over a weighted average period of 2.8 years.

Restricted Stock

Pursuant to both the 2009 and 2023 Plans, we issue restricted stock unit awards ("RSUs") and satisfy such grants through the issuance of new shares.

RSUs are share awards that, upon vesting, will deliver to the holder shares of our

common stock at specified vesting dates.

Restricted and Performance Stock

Pursuant to both the 2009 and 2023 Plans, we issue restricted stock unit awards ("RSUs") and performance stock unit awards ("PSUs").

The estimated fair value of the awards at the time of grant was determined using the price of our common stock on the grant date for the RSUs and PSUs.

All such grants are satisfied through the issuance of new shares.

RSUs are share awards that, upon vesting, will deliver to the holder shares of our common stock at specified vesting dates.

Typically, RSUs vest over four years , with 25 % of the awarded units vesting at each annual anniversary of the grant date.

The following table summarize activity for RSUs issued to employees and directors under the 2009 Plan.

As of December 31, 2023, no RSUs had been granted under the 2023 Plan:

Restricted Stock:

Restricted Stock Units (RSU) Weighted-Average Grant-Date Fair Value per Share Weighted average remaining contractual life

Beginning Outstanding — $ — —

PSUs are share awards that vest upon meeting the stated performance metric(s) during the stated performance period(s).

We granted one PSU award in 2024.

The following table summarize activity for RSUs and PSUs issued to employees and directors under the 2009 and 2023 Plan.

As of December 31, 2024:

Restricted Stock and Performance Stock:

Net Stock Units Weighted-Average Grant-Date Fair Value per Share Weighted average remaining contractual life

Stock Units Outstanding at December 31, 2022 — $ — —

Awarded 184,018 10.30 —

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Forfeited ( 94,754 ) 10.30 —

RSUs outstanding at December 31, 2023 64,173 1.8

Recognized compensation expense for RSUs for employees and nonemployees in 2023 was $ 433 , which was predominately included in general and administrative expense in the accompanying consolidated statements of operations.

As of December 31, 2023, there was $ 609 of unrecognized compensation expense related to unvested RSUs.

Stock Units outstanding at December 31, 2023 64,173 10.30 1.8

Awarded 498,255 9.46 —

Released ( 21,325 ) 10.30 —

Forfeited ( 81,746 ) 9.59 —

Stock Units outstanding at December 31, 2024 459,357 9.51 1.5

Recognized compensation expense for RSUs and PSUs for employees and nonemployees in 2024 was $ 0.2 million and $ 1.1 million for awards under the 2009 and 2023 Plans, respectively, which was predominantly included in general and administrative expense in the accompanying Consolidated Statements of Operations.

As of December 31, 2024, there was $ 0.3 million and $ 2.9 million of unrecognized compensation expense for awards under the 2009 and 2023 Plans, respectively, related to unvested RSUs and PSUs.

The December 31, 2024, balance will be recognized over a weighted average period of 2.5 years.

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We maintain an Employee Stock Purchase Plan ("ESPP"), which provides our eligible employees and certain designated companies with an opportunity to purchase shares of Common Stock, to assist us in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for our success.

The ESPP will become active in 2024.

There are 1,396,252 shares of Common Stock reserved for issuance under the ESPP.

The ESPP became active in 2024.

There were 2,253,197 shares of Common Stock initially reserved for issuance under the ESPP.

The number of shares of Common Stock reserved for issuance under the ESPP will automatically increase on January 1 of each year for a period of up to ten years , beginning on January 1, 2024, and continuing through and including January 1, 2033, by an amount equal to the lesser of (a) two percent ( 2 %) of the total number of shares of the fully diluted common stock determined on December 31 of the preceding year, and (b) 200 % of the Initial Share Reserve.

As of December 31, 2024, there were 97,333 shares purchased through the ESPP, which we recognized compensation expense of $ 0.2 million in 2024.

(17) Net Loss Per Share

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During periods where we incurred net losses, we allocate no loss to participating securities because they have no contractual obligation to share in our losses.

We computed diluted loss per common share after giving consideration to the dilutive effect of stock options and warrants that are outstanding during the period, except where such nonparticipating securities would be antidilutive.

We computed diluted loss per common share after giving consideration to the dilutive effect of stock options, RSUs, PSUs and warrants that are outstanding during the period, except where such nonparticipating securities would be antidilutive.

Because we have reported net losses for the years ended December 31, 2024 and 2023, diluted net loss per common share is the same as basic net loss per common share for those periods.

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Preferred stock 25,048,584 25,237,155

Preferred stock warrants — 2,878,519

Public and private warrants 14,215,112 —

Common stock warrants 7,311,278 14,215,112

Restricted stock units 459,357 64,173

Options to purchase common stock 4,591,539 3,602,061

21,896,348 16,879,990

As described in Note (14) Convertible Preferred Stock , the triggering of the anti-dilution feature resulting from the B-2 Preferred Stock Financing decreased the conversion prices applicable to all outstanding shares for previously issued preferred stock.

As a result, a deemed dividend to the preferred stockholders of $ 2,981 was recorded as an increase in the net loss attributable to common stockholders reflected in our consolidated statement of operations for the year ended December 31, 2023.

This deemed dividend increased the net loss per common share by $ 0.32 for the year ended December 31, 2023.

We have four property leases in effect as of December 31, 2023, which we account for as operating leases:

Shares issuable under the SEPA 3,468,998 —

Total 40,879,756 43,118,501

We have three property leases in effect as of December 31, 2024, which we account for as operating leases:

• A lease for our principal administrative and production facility at 6272 West 91st Avenue, Westminster, Colorado, which expires on December 31, 2031.

This lease includes two options to extend the lease by five years each at the end of the current term.

• A lease for office space at 2275 Half Day Road, Bannockburn, Illinois, which expires in November 2024.

This lease includes one option to extend the lease by five years from the end of the then current term.

• A lease for office space at 2275 Half Day Road, Bannockburn, Illinois, which expires in January 2028.

This lease includes an option to extend the lease by three years at the end of the current term.

• A lease for office space at 1000 Chapel View Blvd, Cranston, Rhode Island, which expires in October 2024.

This lease includes an option to extend the lease by two years at the end of the current term.

• A lease for laboratory and research space at 1 Hoppin Street, Providence, Rhode Island, which expires on February 1, 2024.

We also have four finance leases, three for copier equipment in our Westminster, Bannockburn and Cranston facilities, and one for laboratory equipment in our research space in Providence.

• A lease for laboratory and research space at 1 Hoppin Street, Providence, Rhode Island, which expires on July 31, 2025.

We also have three finance leases, two for copier equipment in our Westminster and Bannockburn facilities, and one for laboratory equipment in our research space in Providence.

On July 17, 2024, we exercised one of the two options to extend the current lease for the Westminster facility for an additional period of five years commencing on January 1, 2027, and ending on December 31, 2031 ("Second Extended Lease Term").

All terms and conditions of the lease shall continue to apply during the Second Extended Lease Term.

We will pay approximately $ 1.5 million in rent during the Second Extended Lease Term.

The components of right-of-use assets, short-term lease liabilities and long-term lease liabilities as of December 31, 2024, is as follows:

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Total lease liabilities $ 1,447 $ 96

In October 2022, we recorded $ 38 in fixed assets for a finance lease for a copier in our Westminster facility, and $ 6 and $ 32 in current liabilities and long-term liabilities, respectively, for the related lease liabilities.

In December 2022, we recorded $ 310 in fixed assets for a finance lease for analytical equipment in our laboratory facility in Providence, and $ 178 and $ 132 in current liabilities and long-term liabilities, respectively, for the related lease liabilities.

As of December 31, 2023, the weighted average life of our operating and finance leases is eight and three years , respectively.

The weighted average discount rate for both operating and finance leases is 8.1 %, which is based on interest rates we paid for our most recent term loan and convertible notes.

As of December 31, 2024, the weighted average life of our operating and finance leases is six and two years , respectively.

The weighted average discount rate for operating and finance leases are 13.8 % and 8.1 %, respectively, which is based on interest rates we paid for our most recent term loan and convertible notes.

(19) Commitments And Contingencies

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All full-time employees are covered under the plan after meeting minimum service requirements.

We paid matching contributions of $ 580 and $ 431 to the plan for the years ended December 31, 2023 and 2022, respectively.

We paid matching contributions of $ 0.7 million and $ 0.6 million to the plan for the years ended December 31, 2024 and 2023, respectively.

Our contributions were based on compensation at the rate of 3 %, 3.5 %, and 4 % for an employee’s contribution of up to 3 %, between 3 % and 4 %, and between 4 % and 5 %, respectively, with the match-eligible contribution being limited to 4 % of the employee’s eligible compensation.

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In the opinion of management, there are no pending claims for which the outcome is expected to result in a material adverse effect on our consolidated financial position, results of operations, or cash flows.

We are not a party to any legal proceedings and we are not aware of any claims or actions pending or threatened against us.

In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business.

Pursuant to the Amended and Restated Registration Rights Agreement, subject to certain requirements and customary conditions, the Company also grants piggyback registration rights and demand registration rights to the parties thereto, will pay certain expenses related to such registrations and will indemnify the parties thereto against certain liabilities related to such registrations.

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The Amended and Restated Registration Rights Agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

We are not a party to any legal proceedings and we are not aware of any claims or actions pending or threatened against us.

In the future, we might from time to time become involved in litigation relating to claims arising from our ordinary course of business .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

On April 12, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company approved the dismissal of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm.

On April 12, 2024, KPMG was informed that they were dismissed.

KPMG’s audit reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2023 and 2022, did not contain any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows:

KPMG’s report on the consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2022 contained a separate paragraph stating that “the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and needs to raise additional equity or debt to fund its operations.

These matters raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in (1) Nature of Business .

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

During the Company’s two fiscal years ended December 31, 2023, and the subsequent interim period through April 12, 2024, there were no:

(1) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference in connection with their opinion to the subject matter of such disagreement or (2) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the following material weaknesses in the Company’s internal control over financial reporting, as disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, with respect to the following:

(i) a lack of sufficient number of trained resources with the appropriate skills and knowledge and with assigned responsibilities and accountability for the design and operation of internal controls over:

financial reporting,

accounting for costs associated with the Standby Equity Purchase Agreement dated October 2, 2023, by and between the Company and YA II PN, Ltd.,

patent costs, and

certain research and development accruals;

(ii) inadequate controls over the accounting and financial reporting for the business combination (the "Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated as of November 11, 2022, as amended, by and among the Company (f/k/a MedTech Acquisition Corporation), MTAC Merger Sub, Inc.

and TriSalus Operating Life Sciences, Inc.

(f/k/a TriSalus Life Sciences, Inc.);

(iii) inadequate internal controls over the valuation of the warrant and tranche rights and obligations and liabilities resulting from the TriSalus Operating Life Sciences, Inc.’s series B-2 preferred stock financing;

(iv) inadequate design and implementation of controls over the conversion of data from our legacy equity management system to our new system, and over the assumptions used to calculate fair value of certain equity awards to support the recognition of stock compensation expense.

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 8. Financial Statements and Supplementary Data