As filed with the Securities and Exchange Commission on March 10, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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, Colorado | 80031 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
TriSalus Life Sciences, Inc. 2023 Equity Incentive Plan
TriSalus Life Sciences, Inc. 2023 Employee Stock Purchase Plan
(Full Title of the Plan)
Mary Szela
Chief Executive Officer
6272 W. 91st Ave.
Westminster, Colorado 80031
(Name and address of agent for service)
Tel: (303) 426 -1222
(Telephone number, including area code, of agent for service)
Copy to:
Jeffrey Fessler, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, NY 10112-0015
(212) 653-8700
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:
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||||||||||
| Non-accelerated filer | x | Smaller reporting company | x | |||||||||||
| Emerging growth company | ¨ | |||||||||||||
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 7(a)(2)(B) of the Securities Act. ¨
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the registrant on Form S-8 relating to the same employee benefit plans is effective.
The registrant previously registered shares of its Common Stock for issuance under the registrant’s 2023 Equity Incentive Plan (the “2023 EIP”) and 2023 Employee Stock Purchase Plan (the “2023 ESPP”) under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 16, 2023 (File No. 333-275009), April 11, 2024 (File No. 333-278627) and April 25, 2025 (File No. 333-286781) (collectively, the "Prior Registration Statements"). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Commission are hereby incorporated by reference in this registration statement (in each case excluding any information furnished and not filed according to applicable rules, such as information furnished pursuant to Item 2.02 or Item 7.01 on any Current Report on Form 8-K):
(a) the registrant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on March 5, 2026;
(b) the registrant’s Current Reports on Form 8-K filed with the Commission on February 9, 2026, and February 20, 2026; and
(c) the description of the Registrant’s securities contained in the Registration Statement on Form 8-A filed with the Commission on December 16, 2020, as updated by Exhibit 4.5 to the registrant's Annual Report on Form 10-K filed with the Commission on March 5, 2026, as well as any additional amendments or reports filed with the Commission for the purpose of updating the description.
All reports and other documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, other than current reports furnished under Item 2.02 and Item 7.01 of Form 8-K and any exhibits furnished on such form that relate to such items, after the date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits.
| Exhibit No. | Description | |||||||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westminster, State of Colorado, on March 10, 2026.
TRISALUS LIFE SCIENCES, INC. | |||||||||||
| By: | /s/ Mary Szela | ||||||||||
| Name: | Mary Szela | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mary Szela and David Patience, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||||||||
/s/ Mary Szela | Chief Executive Officer, President and Director | March 10, 2026 | ||||||||||||||||||
| Mary Szela | (Principal Executive Officer) | |||||||||||||||||||
/s/ David Patience | Chief Financial Officer | March 10, 2026 | ||||||||||||||||||
David Patience | (Principal Financial and Accounting Officer) | |||||||||||||||||||
| /s/ Mats Wahlström | Chairman of the Board of Directors | March 10, 2026 | ||||||||||||||||||
| Mats Wahlström | ||||||||||||||||||||
| /s/ Michael P. Stansky | Director | March 10, 2026 | ||||||||||||||||||
| Michael P. Stansky | ||||||||||||||||||||
/s/ Gary Gordon | Director | March 10, 2026 | ||||||||||||||||||
| Gary Gordon | ||||||||||||||||||||
/s/ Kerry Hicks | Director | March 10, 2026 | ||||||||||||||||||
| Kerry Hicks | ||||||||||||||||||||
/s/ David J. Matlin | Director | March 10, 2026 | ||||||||||||||||||
| David J. Matlin | ||||||||||||||||||||
| /s/ William Valle | Director | March 10, 2026 | ||||||||||||||||||
| William Valle | ||||||||||||||||||||