Correspondence 0001104659-23-069462 from TriSalus Life Sciences, Inc. (TLSI)
TriSalus Life Sciences, Inc.
Date: June 8, 2023 · CIK: 0001826667 · Accession: 0001104659-23-069462
AI Filing Summary & Sentiment
File numbers found in text: 333-269138
Referenced dates: May 31, 2023
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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