Amendment: SEC Form SCHEDULE 13D/A filed by TriSalus Life Sciences Inc.
$TLSI
Medical Specialities
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
TriSalus Life Sciences, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
89680M101 (CUSIP Number) |
Mats Wahlstrom TriSalus Life Sciences, Inc., 6272 W. 91st Avenue Westminster, CO, 80031 720-937-6282 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 89680M101 |
| 1 |
Name of reporting person
Mats Wahlstrom | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,987,881.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 89680M101 |
| 1 |
Name of reporting person
Kerry R. Hicks | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,349,795.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 89680M101 |
| 1 |
Name of reporting person
HW Investment Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
COLORADO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,370,028.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 89680M101 |
| 1 |
Name of reporting person
HW Investment Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
COLORADO
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,370,028.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
TriSalus Life Sciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
6272 W. 91st Avenue, Westminter,
COLORADO
, 80031. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment No. 2" or this Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on August 21, 2023 and amended on December 17, 2024 (as amended, the "Statement") by the Reporting Person. Unless otherwise defined herein, capitalized terms used in this Amendment No. 2 shall have the meanings ascribed to them in the Original Schedule 13D. Unless amended or supplemented herein, the information in the Original Schedule 13D remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed on behalf of Mats Wahlstrom, Kerry R. Hicks and HW Investment Partners, LLC. Wahlstrom, Hicks and HW Investment are collectively referred to herein as the Reporting Persons. The agreement among the Reporting Persons to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 99.1.
Each Reporting Person's beneficial ownership of the Issuer's Common Stock includes 1,370,028 shares of Common Stock held by HW Investments.
In the case of Wahlstrom, beneficial ownership also includes: (i) 1,279,447 shares of Common Stock held directly by Leonard Capital, LLC, (ii) 15,727 shares of Common Stock held directly by Wahlstom; and (iii) 157,679 shares of Common Stock issuable pursuant to options held directly by Wahlstrom that are exercisable within 60 days of this filing.
In the case of Hicks, beneficial ownership also includes: (i) 81,845 shares of Common Stock held directly by the Millennium Trust Company, LLC; (ii) 322,737 shares of Common Stock held directly by The Kerry Raymond Hicks Dynasty Trust; (iii) 514,589 shares of Common Stock held directly by Hicks; and (iv) 60,596 shares of Common Stock issuable pursuant to options held directly by Hicks that are exercisable within 60 days of this filing. | |
| (b) | The business address of the Reporting Persons is 1726 Cole Boulevard, Suite 320, Lakewood, CO 80401. | |
| (c) | Mats Wahlstrom is a member of the board of directors of the Issuer. Mr. Wahlstrom serves as the Co-Chairman of HW Investment Partners, LLC, which focuses on investments in the healthcare industry. He is also the sole managing member of Leonard Capital.
Kerry Hicks is a member of the board of directors of the Issuer. Mr. Hicks serves as Executive Chairman of Circuit Clinical, an integrated research organization, and Co-Chairman and Partner of Breakout Investment Partners, LLC, a venture capital firm that focuses on investing in healthcare companies. He is the sole trustee of the Dynasty Trust and sole owner of his self-directed IRA account, for which Millennium acts as custodian. He also serves as the Co-Chairman of HW Investment. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree of final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Wahlstrom and Hicks are citizens of the United States and HW Investment was organized in Colorado. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended and supplemented as follows:
On June 23, 2025, the Issuer filed a Form S-4 announcing the Exchange Offer (the "Offer") of Common Stock in exchange for the shares of the Issuer's Preferred Stock, which equated to an exchange ratio of 3.3 shares of Common Stock for each share of Preferred Stock exchanged pursuant to the Offer. The Offer expired at one minute after 11:59 P.M. Eastern Daylight Time on July 23, 2025 and the conversions were completed on July 31, 2025. Leonard Capital, LLC. accepted the Exchange and was issued 165,000 shares of Common Stock in exchange for their 50,000 shares of Preferred Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A is incorporated by reference. The percentage set forth in each row 13 is based upon the sum of (i) 37,975,815 shares of the Common Stock issued and outstanding as June 13, 2025 as reported in the Issuer's Form S-4/A filed with the SEC on July 11, 2025; and (ii) 11, 813,059 shares of Common Stock issued upon the conversion of the Series A Preferred Stock through the Exchange Offer completed on July 31, 2025. | |
| (b) | The information set forth in rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A and Item 2 above is incorporated by reference. | |
| (c) | Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuer's Common Stock during the last 60 days. | |
| (d) | No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D/A. | |
| (e) | Not applicable | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement, dated August 21, 2023 (incorporated by reference to Exhibit 1 to the Reporting Persons' Schedule 13D filed on August 21, 2023). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|