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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2025
TRISALUS LIFE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-39813
85-3009869
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
6272 W 91st Ave, Westminster, Colorado
80031
(Address of Principal Executive Offices) (Zip Code)
(888) 321-5212
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.0001 par value
TLSI
Nasdaq Global Market
Warrants, each whole warrant exercisable for one share of registrant's common stock at an exercise price of $11.50 per share
TLSIW
Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On May 23, 2025, TriSalus Life Sciences, Inc. (the “Company”) and James Young, the Company’s Chief Financial Officer, entered into an Agreement and Release (the “Agreement”) whereby Mr. Young resigned from the Company for personal reasons, effective May 30, 2025. Pursuant to the Agreement, Mr. Young will be paid an amount equal to six (6) months annual salary and his equity subject to vesting will continue to vest until May 31, 2026. In addition, Mr. Young provided a general release to the Company pursuant to the Agreement. A copy of the Agreement is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
On May 27, 2025, the Company entered into an offer letter with David Patience for the position of Chief Financial Officer. Mr. Patience’s employment is expected to start on July 1, 2025 with an annual base salary of $450,000 and a sign on bonus of $159,000. Mr. Patience will also be eligible for an annual bonus of up to 50% of his annual base salary based on the achievement of financial goals and milestones as determined by the Board of Directors. Following the start of his employment, the Company will recommend to the Board of Directors, a stock option be granted to Mr. Patience for a number of shares equal to 1% of the Company’s issued and outstanding common stock. In addition, Mr. Patience will be eligible for a performance equity grant to be granted in the first quarter of 2026.
Item 8.01 Other Events.
On May 30, 2025, the Company issued a press release announcing the hiring of Mr. Patience as Chief Financial Officer and the resignation of Mr. Young. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit Number Description
Agreement and Release between TriSalus Life Sciences, Inc.and James Young dated May 23, 2025
Press Release of TriSalus Life Sciences, Inc. dated May 30, 2025



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 30, 2025
TriSalus Life Sciences, Inc.
By: /s/ Mary Szela
Name: Mary Szela
Title: Chief Executive Officer

EX-10.1 2 ex101-agreementandreleasex.htm EX-10.1 Document



EXHIBIT 10.1
AGREEMENT AND RELEASE

This Agreement and Release ("Agreement") is made by and between TriSalus Life Sciences, Inc. (the "Company"), and James Young (the "Executive") (collectively referred to herein as the "Parties" and each a "Party"). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of Jan. 7, 2025 (the "Employment Agreement"); and
WHEREAS, in connection with Executive’s termination of employment with the Company or a subsidiary or affiliate of the Company effective May 30, 2025 (“Effective Date”), the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company, and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive’s employment with or separation from the Company or its subsidiaries or affiliates.
NOW, THEREFORE, in consideration of the right to receive the Severance Amounts described in Sections 4(c) and 4(d) of the Employment Agreement, which, pursuant to the Employment Agreement, are conditioned on Executive’s execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:
1.Severance Amounts; Salary and Benefits. The Company agrees to provide Executive with the severance payments and benefits pursuant to Section 4(c) of the Employment Agreement, which provides that the Company shall continue, subject to Executive’s compliance with the obligations set forth in Sections 4(h), (i), (j), (k) and (l) of the Employment Agreement, to pay to Executive an amount equal to Executive’s base salary, as provided in Section 3(a) of the Employment Agreement, at the annual rate in effect at the time of termination, for a period equal to six (6) months from June 1, 2025 to November 30, 2025 (“Severance Amount”). The Severance Amount will be paid to Executive in equal installments in cash in accordance with the Company’s regular payroll schedule, commencing on the first normal payroll date of the Company following the Effective Date and continuing for the applicable period thereafter. No bonus shall be paid to Executive. In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Sections 4(c) of the Employment Agreement, subject to and in accordance with the terms thereof. Additionally, all equity subject to vesting and held by the Executive shall continue to vest for the period from June 1, 2025 to May 31, 2026.
2.Release of Claims. In exchange for good and valuable consideration set forth in Sections 4(c) and 4(d) of the Employment Agreement, dated as of Jan. 7, 2025, the sufficiency of which is hereby acknowledged, Executive, on behalf of himself, his executors, heirs, administrators, assigns and anyone else claiming by, through or under Executive irrevocably and unconditionally, releases, and forever discharges the Company, its predecessors, successors and related and affiliated entities, including parents and subsidiaries (collectively, “Affiliate Companies”), and each of their respective directors, officers, managers, shareholders, members, employees, attorneys, insurers, agents and representatives (collectively, the “Releasees”), from, and with respect to, any and all debts, demands, actions, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities, and expenses (including attorneys’ fees and costs) whatsoever of any name or nature both in law and in equity that Executive may possess against the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement (as defined in Section 5 below), (severally and collectively, “Claims”), including but not limited to:





(a)any and all Claims relating to or arising from Executive’s employment or service relationship with Company or Affiliate Companies and the termination of that relationship;
(b)any and all Claims in tort or contract, whether by statute or common law,
(c)any and all Claims relating to or arising from Executive’s salary, wages, bonuses and commissions, incentive units, equity interests, the breach of any oral or written contract, unjust enrichment, promissory estoppel, misrepresentation, defamation, interference with prospective economic advantage, interference with contract, wrongful termination, intentional or negligent infliction of emotional distress, negligence, or breach of the covenant of good faith and fair dealing;
(d)any and all any Claims for wrongful discharge of employment, termination in violation of public policy, discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
(e)any and all Claims for violation of any other local, state or federal equal employment opportunity or anti-discrimination law, statute, policy, order, ordinance or regulation affecting or relating to Claims that Executive ever had, now has, or claims to have against the Company, including but not limited to Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act, as amended; the Civil Rights Act of 1991; the Family and Medical Leave Act; the Americans with Disabilities Act; the Executive Retirement Income Security Act of 1974; the Equal Pay Act of 1963; the Older Workers Benefits Protection Act;
(f)any and all Claims for violation of the federal or any state constitution;





(g)any and all Claims for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
(h)any and all Claims for attorneys' fees and costs.
Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. provided, however, that this Release (the “Release”) is not intended to release Claims which, as a matter of law or public policy, cannot be released, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or similar local, state, or federal administrative body or government agency (with the understanding that Executive’s release of Claims herein bars Executive from recovering any monetary relief from the Company or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company's group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, rights with regard to any vested equity (including under any securityholders agreement governing such equity and any side letter relating thereto), any rights to indemnity and coverage under the Company's directors and officers insurance policies, and any rights under the Company’s Charter Documents (defined below) or rights to directors and officer’s liability insurance. The Company’s charter documents include, as applicable, Articles of Incorporation, Articles of Organization, Certificate of Formation, Bylaws or Limited Liability Company Agreement (collectively the “Charter Documents”). Executive further acknowledges that the Company’s obligations under the Charter Documents with respect to indemnification are, to the extent required therein, conditioned upon receipt by the Company of an undertaking by Executive to repay any advanced or received amounts if it shall be determined by a court of competent jurisdiction by final judicial determination that Executive is not entitled to be indemnified by the Company under the Charter Documents.
3.Assignment; Indemnification. Executive warrants and represents that Executive has not assigned or transferred to any person or entity any of the Claims released by this Release, and Executive agrees to defend (by counsel of the Company’s choosing), and to indemnify and hold harmless, the Company from and against any claims based on, in connection with, or arising out of any such assignment or transfer made, purported or claimed.





4.Cooperation. During the period of time that Executive is receiving the payments set forth in Section 1 of this Agreement, Executive shall perform all duties and tasks that the Company requests Executive to perform. Executive agrees that, if needed, he will provide assistance to the Company and representatives of the Company by making himself available by telephone and/or email at reasonable times and upon reasonable notice to provide information to, and to consult with, representatives of the Company, and anyone acting on their behalf, on matters about which Executive has knowledge as a result of his relationship with any of them. Executive represents that he has provided to representatives of the Company all financial disclosures he is aware of at the time of his termination. In addition, Executive agrees to cooperate with the Company in connection with any legal proceedings involving the Company or any of the other representatives of the Company with respect to which Executive has knowledge of pertinent underlying facts and circumstances, including but not limited to his willingness to be interviewed by representatives of the Company and to participate in any legal proceedings by deposition or testimony. In the event Executive is subpoenaed or otherwise required by order of a court of competent jurisdiction or other legal process to appear in connection with any matter or proceeding involving the Company, Executive will notify the Company’s Chief Executive Officer promptly in writing of such appearance, unless to do so would place Executive in violation of the subpoena, court order or other legal process, in which case Executive will give as much notice as possible without placing himself in violation of the subpoena, court order or other legal process. Executive further agrees to perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Section. Executive will be reimbursed for his ordinary out-of-pocket expenses incurred in connection therewith (excluding attorneys fees).
5.Acknowledgment of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 ("ADEA"), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has at least twenty-one (21) days within which to consider this Agreement; (c) Executive has seven (7) days following his execution of this Agreement to revoke this Agreement; (d) this Agreement will become effective on the eighth day after Executive signs this Agreement so long as it has been signed by the Parties and has not been revoked by Executive during the revocation period (the "Effective Date”) and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement and returns it to the Company in less than the twenty-one (21) day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.
6.Non-Disparagement. The Parties shall not make any disparaging remarks about the other Party, verbally or in writing, including without limitation posting on social media applications such as YouTube, Facebook, X, blogs, or other public forum, or otherwise take any action that could reasonably be anticipated to cause damage to the reputation, goodwill, or business of the other Party, or otherwise make remarks that may reflect negatively upon the other Party. This clause does not waive Executive’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment when Executive has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature; provided, Executive agrees to give the Company the maximum notice possible of Executive’s intent to provide such testimony.





7.Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
8.No Oral Modification. This Agreement may only be amended in a writing signed by Executive and a duly authorized officer of the Company.
9.Governing Law; Dispute Resolution. This Agreement shall be subject to the provisions of Sections 8 and 13 of the Employment Agreement.
EMPLOYEE HAS READ THIS RELEASE AND BEEN PROVIDED A FULL AND AMPLE OPPORTUNITY TO STUDY IT. EMPLOYEE IS SIGNING THIS RELEASE VOLUNTARILY, WITHOUT COERCION, AND WITH FULL KNOWLEDGE THAT IT IS INTENDED, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AS A COMPLETE AND FINAL RELEASE AND WAIVER OF ANY AND ALL CLAIMS. EMPLOYEE ACKNOWLEDGES AND AGREES THAT CERTAIN PAYMENTS SET FORTH IN THE EMPLOYMENT AGREEMENT ARE CONTINGENT UPON EMPLOYEE SIGNING THIS RELEASE AND WILL BE PAYABLE ONLY IF AND AFTER THE REVOCATION PERIOD HAS EXPIRED.

[SIGNATURE PAGE FOLLOWS]





Executive has read this Release, fully understands it and freely and knowingly agrees to its terms.
Dated this 30th day of May, 2025.

TriSalus Life Sciences, Inc.
By: /s/ Mary Szela
Name: Mary Szela
Title: Chief Executive Officer
AGREED AND ACCEPTED:
Mr. James Young
/s/ James Young

EX-99.1 3 ex991-pressrelease.htm EX-99.1 Document
image.jpg
EXHIBIT 99.1
TriSalus Life Sciences Announces Chief Financial Officer Transition
with Appointment of David B. Patience
David Patience, an accomplished healthcare CFO with deep experience in the life sciences sector, appointed as CFO effective July 1, 2025
Current CFO James E. Young steps down; Dan Giordano, Vice President of Finance, to serve as acting CFO during transition period
Denver, CO – May 30, 2025 – TriSalus Life Sciences, Inc. (Nasdaq: TLSI) (the “Company”), an oncology company integrating novel delivery technology with standard of care therapies and its investigational immunotherapeutic to transform treatment for patients with solid tumors, today announces the appointment of David B. Patience as Chief Financial Officer, effective July 1, 2025. Mr. Patience succeeds James Young, who stepped down for personal reasons effective May 30, 2025. Dan Giordano, Vice President of Finance for TriSalus, will serve as acting Chief Financial Officer during the transition period. Mr. Young remains available to the Company to support an orderly transition.
“We are thrilled to welcome David to our leadership team,” said Mary Szela, President and CEO of TriSalus Life Sciences. “David’s strong expertise in capital markets and proven track record of financial leadership and operational execution will be invaluable and play a crucial role as we drive our next phase of growth. On behalf of our leadership team, I also thank Jim Young for his service and contributions. We wish him the best in his future endeavors.”
Mr. Patience joins TriSalus from Accelerate Diagnostics, where he served as CFO since 2023. He brings extensive experience in leading strategic product portfolio planning, in-depth market analysis of organic and in-organic portfolio opportunities and technical and commercial feasibility analysis of partnerships, mergers and acquisitions. Prior to his time at Accelerate, Mr. Patience held positions with Morgan Stanley’s Investment Banking Division, Continental Advisors equity group, and various financial research roles at Nuveen Investments. Mr. Patience holds a Bachelor of Science in Business Administration from the University of Colorado Leeds School of Business and an M.B.A. from the University of Chicago Booth School of Business.
About TriSalus
TriSalus Life Sciences® is an oncology focused medical technology company seeking to transform outcomes for patients with solid tumors by integrating its innovative delivery technology with standard-of-care therapies, and with its investigational immunotherapeutic, nelitolimod, a class C Toll-like receptor 9 agonist, for a range of different therapeutic and technology applications. The Company’s platform includes devices that utilize a proprietary drug delivery technology and a clinical stage investigational immunotherapy. The Company’s two FDA-cleared devices use its proprietary Pressure-Enabled Drug Delivery™ (PEDD) approach to deliver a range of therapeutics: the TriNav® Infusion System for hepatic arterial infusion of liver tumors and the Pancreatic Retrograde Venous Infusion System for pancreatic tumors. The PEDD technology is a novel delivery approach designed to address the anatomic limitations of arterial infusion for the pancreas. The PEDD approach modulates pressure and flow in a manner that delivers more therapeutic to the tumor and is designed to reduce undesired delivery to normal tissue, bringing the potential to improve patient outcomes.



Nelitolimod, the Company’s investigational immunotherapeutic candidate, is designed to improve patient outcomes by treating the immunosuppressive environment created by many tumors and which can make current immunotherapies ineffective in the liver and pancreas. Patient data generated during early Pressure-Enabled Regional Immuno-Oncology™ (PERIO) clinical trials support the hypothesis that nelitolimod delivered via the PEDD technology may have favorable immune effects within the liver and systemically. The target for nelitolimod, TLR9, is expressed across cancer types and the mechanical barriers addressed by the PEDD technology are commonly present as well. The Company is in the final stages of data completion for a number of phase 1 clinical trials and will begin exploring partnership opportunities for development.

Forward Looking Statements
Statements made in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward‐looking statements. Such statements include, but are not limited to, statements regarding the benefits and potential benefits of the Company’s PEDD drug delivery technology, TriNav® system and nelitolimod investigational immunotherapy, and the Company’s ability to execute on its strategy. Risks that could cause actual results to differ from those expressed in these forward‐looking statements include risks associated with clinical development and regulatory approval of drug delivery and pharmaceutical product candidates, including that future clinical results may not be consistent with patient data generated during the Company’s clinical trials, the cost and timing of all development activities and clinical trials, unexpected safety and efficacy data observed during clinical studies, the risks associated with the credit facility, including the Company’s ability to remain in compliance with all its obligations thereunder to avoid an event of default, the risk that the Company will continue to raise capital through the issuance and sale of its equity securities to fund its operations, the risk that the Company will not be able to achieve the applicable revenue requirements to access additional financing under the credit facility, the risk that the Company will not become profitable on its expected timeline, if at all, the risk that the reported financial results will differ from the estimates provided in this press release, changes in expected or existing competition or market conditions, changes in the regulatory environment, unexpected litigation or other disputes, unexpected expensed costs, and other risks described in the Company’s filings with the Securities and Exchange Commission under the heading “Risk Factors.” All forward‐looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made except as required by law.

For Media & Investor Inquiries:
Jeremy Feffer, Managing Director
LifeSci Advisors
917.749.1494
jfeffer@lifesciadvisors.com