tlsi-20250630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-39813

TRISALUS LIFE SCIENCES, INC.

(Exact name of registrant as specified in its charter)


Delaware			85-3009869
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

6272 W 91st Ave, Westminster, CO			80031
(Address of Principal Executive Offices)			(Zip Code)

(888) 321-5212

Registrant's telephone number, including area code

N/A (Former name, former address and former fiscal year, if changed since last report)

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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”

“accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had 49,867,279 shares of common stock outstanding as of August 6, 2025.

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TABLE OF CONTENTS


		Page
	Special Note Regarding Forward-Looking Statements	2

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Stockholders’ Deficit	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Co nsolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44

PART II.	OTHER INFORMATION	46
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47

Signatures		48

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form10-Q (the "Quarterly Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. We have based these forward-looking statements on our current expectations and projections about future events. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Some factors that could cause actual results to differ include:

•our ability to raise financing in the future;

•our ability to service our indebtedness and to access additional delayed draws that may in the future become available to us;

•changes in applicable laws or regulations;

•our ability to retain or recruit, or changes required in, our officers, key employees or directors;

•our ability to successfully commercialize any product candidates that we successfully develop and that are approved by applicable regulatory authorities;

•our expectations for the timing and results of data from clinical trials and regulatory approval applications;

•our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•our business, operations and financial performance including:

◦our history of operating losses and expectations of significant expenses and continuing losses for the foreseeable future;

◦our ability to execute our business strategy, including the growth potential of the markets for our products and our ability to serve those markets;

◦our ability to grow market share in our existing markets or any new markets we may enter;

◦our ability to develop and maintain our brand and reputation;

◦our ability to partner with other companies;

◦the size of the addressable markets for our product candidates;

◦our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

◦our ability to manage our growth effectively;

◦our ability to maintain the listing of our securities in the Nasdaq Global Market, and the potential liquidity and trading of such securities;

◦the outcome of any legal proceedings that may be instituted against us; and

◦unfavorable conditions in our industry, the global economy or global supply chain, including financial and credit market fluctuations, international trade relations, pandemics, political turmoil, natural catastrophes, warfare and terrorist attacks.

Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying

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assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. For a further discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section titled “Risk Factors.”

Except to the extent required by applicable law, we are under no obligation (and expressly disclaim any such obligation) to update or revise their forward-looking statements whether as a result of new information, future events, or otherwise. You should read this Quarterly Report completely and with the understanding that our actual future results, levels of activity and performance as well as other events and circumstances may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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Part I - Financial Information

Item 1. Financial Statements

TRISALUS LIFE SCIENCES, INC.

Condensed Consolidated Balance Sheets

(unaudited, in thousands except share and per share data)


	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	26,490	$	8,525
Accounts receivable, net	5,571		5,087
Inventory, net	3,807		4,048
Prepaid expenses	2,216		3,009
Total current assets	38,084		20,669
Property and equipment, net	1,711		1,669
Right-of-use assets	1,103		1,210

Other assets	419		423
Total assets	$	41,317	$	23,971
Liabilities and Stockholders’ Deficit
Current liabilities:
Trade payables	$	1,902	$	2,274
Accrued liabilities	7,078		7,355
Short-term lease liabilities	123		216
Other current liabilities	221		383
Total current liabilities	9,324		10,228
Long-term debt, net of unamortized discount and debt issuance costs	32,274		22,084
Revenue base redemption liability	358		507
Long-term lease liabilities	1,265		1,329
Contingent earnout liability	7,522		7,401
Warrant and SEPA liabilities	9,997		8,316
Total liabilities	60,740		49,865
Commitments and contingencies
Stockholders’ deficit:
Preferred Stock, Convertible Series A, $0.0001 par value per share, $10.00 liquidation value per share. Authorized 10,000,000 shares at June 30, 2025 and December 31, 2024, respectively; issued and outstanding, 3,594,002 and 3,985,002 shares at June 30, 2025, and December 31, 2024, respectively.	—		—
Common stock, $0.0001 par value per share. Authorized 400,000,000 shares at June 30, 2025 and December 31, 2024, respectively; issued and outstanding, 37,983,259 and 31,279,264 shares at June 30, 2025, and December 31, 2024, respectively.	3		3
Additional paid-in capital	278,786		253,652
Accumulated deficit	(298,212)		(279,549)
Total stockholders’ deficit	(19,423)		(25,894)
Total liabilities and stockholders’ deficit	$	41,317	$	23,971

See accompanying notes to unaudited condensed consolidated financial statements.

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TRISALUS LIFE SCIENCES, INC.

Condensed Consolidated Statements of Operations

(unaudited, in thousands except share and per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	11,213	$	7,364	$	20,380	$	13,821
Cost of goods sold	1,802		912		3,297		1,883
Gross profit	9,411		6,452		17,083		11,938
Operating expenses:
Research and development	3,923		4,666		7,219		10,510
Sales and marketing	7,163		6,004		13,897		12,691
General and administrative	5,657		3,956		10,628		8,583
Loss from operations	(7,332)		(8,174)		(14,661)		(19,846)
Other income (expense):
Interest income	134		97		208		189
Interest expense	(1,423)		(877)		(2,632)		(880)
Change in fair value of SEPA, warrant, and revenue base redemption liabilities	(330)		(9,016)		(1,165)		(6,495)
Change in fair value of contingent earnout liability	700		13,689		(120)		9,701
Other expense, net	(40)		(44)		(291)		(197)
Loss before income taxes	(8,291)		(4,325)		(18,661)		(17,528)
Income tax benefit (expense)	3		(7)		(2)		(10)
Net loss available to common stockholders	$	(8,288)	$	(4,332)	$	(18,663)	$	(17,538)
Undeclared dividends on Series A preferred stock	$	(714)	$	(801)	$	(1,426)

SEC Form 10-Q filed by TriSalus Life Sciences Inc.