TriSalus Life Sciences, Inc. 8-K

What Happened
TriSalus Life Sciences, Inc. (TLSI) announced on February 19, 2026 that it entered into an underwriting agreement with Lake Street Capital Markets, LLC to sell 9,756,100 shares of common stock at $4.10 per share. The underwriters have a 30‑day option to purchase up to an additional 1,463,415 shares to cover any over‑allotments. The offering is being made under the company’s Form S-3 shelf registration and was expected to close on or about February 23, 2026.

Key Details

• Offering size: 9,756,100 shares at $4.10 per share; over‑allotment option of 1,463,415 shares (15%).
• Net proceeds: approximately $37.0 million assuming no overallotment exercise; ~ $42.64 million if the overallotment is fully exercised.
• Underwriting terms: 6.0% underwriting discount to the underwriters; the company will reimburse certain underwriting expenses (including counsel fees) capped at $125,000.
• Lock‑up: the company and its officers, directors and a certain stockholder agreed not to sell shares for 90 days after the underwriting agreement date, subject to customary exceptions.

Why It Matters
This filing signals a dilutive equity raise intended to provide roughly $37M–$42.6M in cash proceeds for general corporate purposes (e.g., capital expenditures, working capital, and G&A). Investors should note the fixed offering price, the 15% overallotment option (which could increase dilution if exercised), the 6% underwriting fee that reduces net proceeds, and the 90‑day lock‑up restricting insider sales. The transaction is material to shareholders because it changes the company’s capital structure and provides near‑term funding that may affect operations and future financing needs.