Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
TRISALUS LIFE SCIENCES, INC. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
89680M101 (CUSIP Number) |
Paul Frankenius Frankenius Equity AB, Box 984 Boras, V7, 501 10 46 705 27 13 50 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/17/2024 (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
Frankenius Equity AB | ||||||||
| 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
SWEDEN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,488,719.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 89680M101 |
| 1 |
Name of reporting person
Paul Frankenius | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWEDEN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,488,719.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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, Westminster,
COLORADO
, 80031. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment No. 1" 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 (the "Original Schedule 13D") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 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/A is being filed on behalf of Frankenius Equity AB ("Frankenius Equity") and Paul Frankenius (collectively, the "Reporting Persons"). Frankenius Equity directly holds (i) 6,230,748 shares of Common Stock; (ii) 230,000 shares of Common Stock issuable upon conversion of shares of the Issuer's Series A Preferred Stock; and (iii) 27,971 shares of Common Stock issuable upon conversion of dividends within 60 days of this filing. Mr. Frankenius is the founder, a board member and the ultimate owner of Frankenius Equity. Mr. Frankenius has sole voting and sole dispositive power with respect to the securities held by Frankenius Equity and may be deemed to have beneficial ownership of the securities held by Frankenius Equity. | |
| (b) | The business address of the Reporting Persons is Box 984, 501 10 Boras, Sweden. | |
| (c) | Frankenius Equity is a limited company organized in Sweden focusing on domestic and international ventures. Paul Frankenius is a board member and ultimate owner of Frankenius Equity. | |
| (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 Persons 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) | Frankenius Equity was organized in Sweden and Paul Frankenius is a citizen of Sweden. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original 13D is hereby amended and supplemented as follows:On December 12, 2024, the Issuer entered into a securities purchase agreement with certain accredited investors (the "2024 PIPE Investors"), pursuant to which the Issuer agreed to issue and sell to the 2024 PIPE Investors in a private placement (the "2024 Private Placement") an aggregate of 251,885 shares of Common Stock at a price of $3.97 per share. The 2024 Private Placement closed on December 17, 2024. Frankenius Equity purchased 62,972 shares of Common Stock in the 2024 Private Placement, for total consideration of $249,998.84. The source of funds used to purchase the shares in the 2024 Private Placement was cash funded from the working capital of Frankenius Equity. | ||
| 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) 30,493,137 shares of the Common Stock issued and outstanding as of November 8, 2024 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2024; (ii) 251,885 shares of Common Stock issued in the 2024 Private Placement; (iii) 230,000 shares of Common Stock issuable upon conversion of Series A Preferred Stock; and (iv) 27,971 shares of Common Stock issuable upon conversion of dividends within 60 days of this filing. | |
| (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. | |
| 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.
|
|
|
|
|