SCHEDULE: TriSalus Life Sciences Insiders Update Significant Ownership Stakes Post-Preferred Stock Exchange

Sentiment:

Beneficial Ownership Update


Key insiders Mats Wahlstrom and Kerry R. Hicks, along with HW Investment Partners, updated their beneficial ownership in TriSalus Life Sciences, Inc. following a completed preferred stock exchange offer.

Capital raiseThe Issuer completed an Exchange Offer where Common Stock was exchanged for shares of the Issuer's Preferred Stock.The exchange ratio was 3.3 shares of Common Stock for each share of Preferred Stock exchanged.Leonard Capital, LLC, a related party, accepted the Exchange Offer and was issued 165,000 shares of Common Stock in exchange for 50,000 shares of Preferred Stock.A total of 11,813,059 shares of Common Stock were issued upon the conversion of Series A Preferred Stock through the Exchange Offer.

Summary

  • This filing is Amendment No. 2 to the original Schedule 13D filed on August 21, 2023, and amended on December 17, 2024.
  • Reporting Persons include Mats Wahlstrom, Kerry R. Hicks, and HW Investment Partners, LLC, who have agreed to file jointly.
  • Mats Wahlstrom beneficially owns 2,987,881 shares, representing 6.0% of TriSalus Life Sciences, Inc.'s common stock.
  • Wahlstrom's ownership includes 1,370,028 shares held by HW Investments, 1,279,447 shares by Leonard Capital, LLC, 15,727 shares held directly, and 157,679 shares issuable from options exercisable within 60 days.
  • Kerry R. Hicks beneficially owns 2,349,795 shares, representing 4.7% of TriSalus Life Sciences, Inc.'s common stock.
  • Hicks' ownership includes 1,370,028 shares held by HW Investments, 81,845 shares by Millennium Trust Company, LLC, 322,737 shares by The Kerry Raymond Hicks Dynasty Trust, 514,589 shares held directly, and 60,596 shares issuable from options exercisable within 60 days.
  • HW Investment Partners, LLC beneficially owns 1,370,028 shares, representing 2.8% of the common stock.
  • TriSalus Life Sciences, Inc. completed an Exchange Offer where Preferred Stock was exchanged for Common Stock at a ratio of 3.3 shares of Common Stock for each share of Preferred Stock.
  • Leonard Capital, LLC, associated with Mats Wahlstrom, participated in the Exchange Offer, receiving 165,000 shares of Common Stock in exchange for 50,000 shares of Preferred Stock.
  • The total common stock outstanding used for percentage calculation is 49,788,874 shares, comprising 37,975,815 shares outstanding as of June 13, 2025, and 11,813,059 shares issued from the Series A Preferred Stock conversion completed on July 31, 2025.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive. The completion of the preferred stock exchange simplifies the capital structure, which is generally a positive for transparency. Key insiders maintaining significant stakes after this event is also a neutral to slightly positive signal. No negative information was disclosed.

Positives

  • The completion of the Exchange Offer simplifies the company's capital structure by converting preferred stock into common stock, potentially improving transparency and liquidity.
  • Key insiders Mats Wahlstrom and Kerry R. Hicks maintain significant beneficial ownership stakes in the company following the capital restructuring.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's future operations or financial performance.

Industry Context

This filing primarily details changes in insider ownership and capital structure, rather than providing insights into broader industry trends or competitive landscape.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Joint Filing AgreementMats Wahlstrom, Kerry R. Hicks, and HW Investment Partners, LLC have an agreement to file this Schedule 13D/A jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934.2023-08-21Formalizes the reporting group's coordinated disclosure of their beneficial ownership.

Related Party Transactions

  • Leonard Capital, LLC, which is controlled by Mats Wahlstrom (a reporting person and director), accepted the Exchange Offer, exchanging 50,000 shares of Preferred Stock for 165,000 shares of Common Stock.

Stakeholder Impact

  • Shareholders: The conversion of preferred stock to common stock increases the total number of outstanding common shares, potentially impacting per-share metrics and dilution.
  • Preferred Shareholders: Those who participated in the exchange offer converted their preferred shares into common shares, altering their investment class and rights.
  • Insiders/Management: The reporting persons, who are key insiders, continue to hold significant beneficial ownership, indicating continued alignment with the company's performance.

Key Dates

DateDescription
2023-08-21Original Schedule 13D filed with the SEC.
2024-12-17First amendment to the Schedule 13D filed.
2025-06-13Date of common stock outstanding reported in Issuer's Form S-4/A (37,975,815 shares).
2025-06-23Issuer filed a Form S-4 announcing the Exchange Offer.
2025-07-11Issuer filed a Form S-4/A with the SEC.
2025-07-23Exchange Offer expired at one minute after 11:59 P.M. Eastern Daylight Time.
2025-07-31Conversions from the Exchange Offer were completed; Date of event which requires filing of this statement.
2025-08-01Date of signing for the current Schedule 13D/A by reporting persons.

Recommendation

hold

This filing primarily provides an update on beneficial ownership by key insiders and details the completion of a preferred stock exchange offer, which simplifies the company's capital structure. While the conversion is a positive step for capital structure clarity, the filing does not contain new information regarding the company's operational performance, financial results, or strategic initiatives that would warrant a change in investment recommendation. The continued significant insider ownership is a neutral to slightly positive signal, but without further fundamental data, a 'hold' recommendation is appropriate for a seasoned investor.

Keywords

TriSalus Life Sciences, beneficial ownership, Schedule 13D, common stock, preferred stock, exchange offer, insider ownership, capital structure, Mats Wahlstrom, Kerry R. Hicks

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