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Correspondence 0001104659-23-069462 from TriSalus Life Sciences, Inc. (TLSI)

TriSalus Life Sciences, Inc.
Date: June 8, 2023 · CIK: 0001826667 · Accession: 0001104659-23-069462

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File numbers found in text: 333-269138

Referenced dates: May 31, 2023

Date
June 8, 2023
Author
/s/ Kevin M. Shuler, Esq.
Form
CORRESP
Company
TriSalus Life Sciences, Inc.

Letter

Office of Industrial Applications and Services Division of Corporation Finance Re: MedTech Acquisition Corp Amendment No. 3 to Registration Statement on Form S-4 Filed May 23, 2023 File No. 333-269138

Dear Ms. Ansart:

On behalf of our client, MedTech Acquisition Corporation (the “Company” or “MTAC”), set forth below are the responses of the Company to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated May 31, 2023, with respect to the above-referenced filing. The numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the comment letter, and following such comments are the responses of the Company (in regular type). Concurrently herewith, the Company is filing Amendment No. 4 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) that reflects the responses to your comments. In addition, we are delivering to the Staff clean and marked courtesy copies of the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings given to such terms in the Amended Registration Statement. References to page numbers in this letter are to page numbers in the Amended Registration Statement.

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;

• 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.

AUSTIN

Boston

CHICAGO

dallas

DENVER

DETROIT

houston

JACKSONVILLE

LOS ANGELES

MADISON

MEXICO CITY

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

Salt Lake City

SAN DIEGO

SAN FRANCISCO

SILICON VALLEY

tallahassee

TAMPA

WASHINGTON, D.C.

BRUSSELS

TOKYO

U.S. Securities and Exchange Commission

June 8, 2023

Page 2

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.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on pages 258-259 of the Amended Registration Statement to include a description of the distribution and collaboration agreement with Hangzhou Ruizhen Therapeutics Co. Ltd. and has filed the agreement as Exhibit 10.24 to the Amended Registration Statement.

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.

Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 259 of the Amended Registration Statement to specify the party with which TriSalus jointly owns one (1) granted US, seven (7) granted foreign patents and two (2) pending foreign applications that relate to SD-101. The Company has also clarified that the disclosure on the specific jurisdictions of the foreign patents and the patent expiration dates is included in the table on page 260 of the Amended Registration Statement.

* * *

If the Staff has any questions with respect to any of the foregoing, please contact the undersigned at (813) 225-5441.

Very truly yours,
/s/ Kevin M. Shuler, Esq.

Show Raw Text
CORRESP
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filename1.htm

    ATTORNEYS AT LAW

    100 NORTH TAMPA STREET, SUITE
    2700

    TAMPA, FL 33602-5810

    813.229.2300 | 105 TEL

    813.221.4210 FAX

    www.foley.com

    WRITER’S DIRECT LINE

    813.225.5441 PHONE

    kshuler@foley.com EMAIL

    CLIENT/MATTER NUMBER

    128264-0104

June 8, 2023

Ms. Jessica Ansart

Office of Industrial Applications and Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

    Re:
    MedTech Acquisition Corp

Amendment No. 3 to Registration Statement
on Form S-4

Filed May 23, 2023

File No. 333-269138

Dear Ms. Ansart:

On behalf of our client, MedTech Acquisition Corporation
(the “Company” or “MTAC”), set forth below are the responses of the Company to the comments of the Staff (the
 “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated May 31, 2023, with respect
to the above-referenced filing. The numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the
comment letter, and following such comments are the responses of the Company (in regular type). Concurrently herewith, the Company is
filing Amendment No. 4 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) that reflects the
responses to your comments. In addition, we are delivering to the Staff clean and marked courtesy copies of the Amended Registration Statement.
Capitalized terms used but not defined in this letter have the meanings given to such terms in the Amended Registration Statement. References
to page numbers in this letter are to page numbers in the Amended Registration Statement.

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;

• 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.

    AUSTIN

    Boston

    CHICAGO

    dallas

    DENVER

    DETROIT

    houston

    JACKSONVILLE

    LOS ANGELES

    MADISON

    MEXICO CITY

    MIAMI

    MILWAUKEE

    NEW YORK

    ORLANDO

    SACRAMENTO

    Salt Lake City

    SAN DIEGO

    SAN FRANCISCO

    SILICON VALLEY

    tallahassee

    TAMPA

    WASHINGTON, D.C.

    BRUSSELS

    TOKYO

U.S. Securities and Exchange Commission

June 8, 2023

Page 2

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.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on pages 258-259 of the Amended Registration Statement to include a description of the distribution
and collaboration agreement with Hangzhou Ruizhen Therapeutics Co. Ltd. and has filed the agreement as Exhibit 10.24 to the Amended Registration
Statement.

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.

Response:

In response to the Staff’s comment,
the Company has revised the disclosure on page 259 of the Amended Registration Statement to specify the party with which TriSalus jointly
owns one (1) granted US, seven (7) granted foreign patents and two (2) pending foreign applications that relate to SD-101. The Company
has also clarified that the disclosure on the specific jurisdictions of the foreign patents and the patent expiration dates is included
in the table on page 260 of the Amended Registration Statement.

* * *

If the Staff has any questions with respect to
any of the foregoing, please contact the undersigned at (813) 225-5441.

    Very truly yours,

    /s/ Kevin M. Shuler, Esq.

    Kevin M. Shuler, Esq.

    Foley & Lardner LLP

    cc:
    Christopher Dewey, MedTech Acquisition Corporation

Robert Weiss, MedTech Acquisition
Corporation