SEC Comment Letter 0000000000-23-005726 to TriSalus Life Sciences, Inc. (TLSI)
TriSalus Life Sciences, Inc.
Date: May 31, 2023 · CIK: 0001826667 · Accession: 0000000000-23-005726
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File numbers found in text: 333-269138
Letter
United States securities and exchange commission logo May 31, 2023 Christopher Dewey Chief Executive Officer MedTech Acquisition Corp 48 Maple Avenue Greenwich, CT 06830 Re:MedTech Acquisition Corp Amendment No. 3 to Registration Statement on Form S-4 Filed May 23, 2023 File No. 333-269138 Dear Christopher Dewey: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 3, 2023 letter. Amendment No. 3 to the Registration Statement on Form S-4 TriSalus' Business Manufacturing and Distribution, page 233 1.We note you entered into a distribution and collaboration agreement with Hangzhou Ruizhen Therapeutics Co. Ltd in May 2019. Please revise your disclosure to discuss all material terms of your agreement with Hangzhou Ruizhen, including, to the extent not already disclosed:
•the nature and scope of any intellectual property transferred; •each parties' rights and obligations; •quantification of all up-front or execution payments received or paid to date;
FirstName LastNameChristopher Dewey Comapany NameMedTech Acquisition Corp May 31, 2023 Page 2 FirstName LastName Christopher Dewey MedTech Acquisition Corp May 31, 2023 Page 2 •aggregate amounts paid or received to date under the agreement; •aggregate amounts of all potential development, regulatory and commercial milestone payments; •quantification of the royalty rate, or a range no greater than 10 percentage points per tier; •disclosure of the duration of the agreement and when royalty provisions expire; and •disclosure of termination provisions.
Please also file this agreement as an exhibit to your registration statement. Alternatively, advise us why such agreement is not material and required to be filed. See Item 601(b)(10) of Regulation S-K. Intellectual Property, page 233 2.We note your response to comment 3 and your revised disclosure here that you "jointly own one (1) granted US and six (6) granted foreign patents that relate to SD-101." Please revise your disclosure to specify the party with which you jointly own these patents, the specific jurisdictions of the foreign patents, and the patent expiration dates. You may contact Christie Wong at 202-551-3684 or Al Pavot at 202-551-3738 if you have questions regarding comments on the financial statements and related matters. Please contact Jessica Ansart at 202-551-4511 or Margaret Schwartz at 202-551-7153 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Kevin Shuler
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United States securities and exchange commission logo
May 31, 2023
Christopher Dewey
Chief Executive Officer
MedTech Acquisition Corp
48 Maple Avenue
Greenwich, CT 06830
Re:MedTech Acquisition Corp
Amendment No. 3 to Registration Statement on Form S-4
Filed May 23, 2023
File No. 333-269138
Dear Christopher Dewey:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 3, 2023 letter.
Amendment No. 3 to the Registration Statement on Form S-4
TriSalus' Business
Manufacturing and Distribution, page 233
1.We note you entered into a distribution and collaboration agreement with Hangzhou
Ruizhen Therapeutics Co. Ltd in May 2019. Please revise your disclosure to discuss all
material terms of your agreement with Hangzhou Ruizhen, including, to the extent not
already disclosed:
•the nature and scope of any intellectual property transferred;
•each parties' rights and obligations;
•quantification of all up-front or execution payments received or paid to date;
FirstName LastNameChristopher Dewey
Comapany NameMedTech Acquisition Corp
May 31, 2023 Page 2
FirstName LastName
Christopher Dewey
MedTech Acquisition Corp
May 31, 2023
Page 2
•aggregate amounts paid or received to date under the agreement;
•aggregate amounts of all potential development, regulatory and commercial
milestone payments;
•quantification of the royalty rate, or a range no greater than 10 percentage points per
tier;
•disclosure of the duration of the agreement and when royalty provisions expire; and
•disclosure of termination provisions.
Please also file this agreement as an exhibit to your registration statement. Alternatively,
advise us why such agreement is not material and required to be filed. See Item
601(b)(10) of Regulation S-K.
Intellectual Property, page 233
2.We note your response to comment 3 and your revised disclosure here that you "jointly
own one (1) granted US and six (6) granted foreign patents that relate to SD-101." Please
revise your disclosure to specify the party with which you jointly own these patents, the
specific jurisdictions of the foreign patents, and the patent expiration dates.
You may contact Christie Wong at 202-551-3684 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Ansart at 202-551-4511 or Margaret Schwartz at 202-551-7153 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Kevin Shuler