Catheter Precision, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Executive Chairman of the Board and Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2024. Our objective in designing our disclosure controls and procedures is that they provide reasonable assurance of achieving their objectives of ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon this evaluation, due to the existence of the material weaknesses found in our internal controls over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level. As disclosed in our Form 10-Qs for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, for the reasons set forth therein, our Chief Executive Officer and then-Interim Chief Financial Officer concluded that, as of March 31, 2024, June 30, 2024, and September 30, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis. In preparation of our financial statements for the period covered by this report, we identified material weaknesses in internal control over financial reporting related to our control environment that existed as of December 31, 2024, as described below. Specifically, we identified material weaknesses with respect to (1) the lack of segregation of duties, (2) the lack of designed and operating review controls with respect to oversight of the financial reporting process, and (3) review of work performed by service providers with regards to (i) management's provision of inputs for valuations to a third-party provider and (ii) the Section 382 calculation in the tax provision in that the Company's provision did not reference the correct dates when determining ownership changes resulting in material changes in the amount of expiring net operating losses available to be utilized. Notwithstanding the identified material weaknesses, management believes that the Financial Statements and related financial information included in this Annual Report fairly present, in all material respects, our balance sheets, statements of operations, shareholders’ equity and cash flows as of and for the periods presented. Remediation Plan Management is in the process of developing a remediation plan. The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. The Company will monitor the effectiveness of its remediation plans and will make changes management determines to be appropriate. Anticipated remediation measures include continuing assessment of the need to expand the Company’s current accounting and financial reporting teams to include individuals with requisite experience to meet the requirements associated with the increasing operations of a publicly traded company, establishment of policies and procedures to ensure full review and sign offs with respect to the inputs sent to third-party service providers as well as the reports and documentation upon the completion of their work prior to any adjustments being made to the financial statements, and establishment of policies and procedures to review the inputs to fair value and tax provision calculations as well as the outputs impacting the balance at each reporting period. In January 2025, we hired a new Chief Financial Officer and are in the process of establishing additional controls intended to eliminate the disclosed material weaknesses. 63 Table of Contents Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2024, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management ’ s Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public Accounting Firm Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the assessment, management has concluded that its internal control over financial reporting was not effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, due to the material weaknesses discussed above at “Evaluation of Disclosure Controls and Procedures.” Our independent registered public accounting firm, WithumSmith+Brown, PC ("Withum"), is not required to and has not issued an attestation report as of December 31, 2024 because we are not an “accelerated filer” or a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act. Inherent Limitations on Effectiveness of Controls Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 64 Table of Contents ITEM 9B. OTHER INFORMATION No director or officer (as defined in Rule 16a–1 (f) under the Exchange Act) of the Company adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5–1 (c) under the Exchange Act; and/or (ii) any “non-Rule 10b5–1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K, during the quarter ended December 31, 2024 . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Composition of the Board Our business and affairs are managed under the direction of our board of directors, or the Board, which currently consists of four members, three of whom are “independent” under NYSE American listing standards. Our bylaws provide that the number of directors will be fixed from time to time by resolution of the Board. All directors hold office until their successors have been elected and qualified or until their earlier death, resignation, disqualification or removal. We have divided the terms of office of the directors into three classes with staggered three year terms: Class I, whose term expires at the 2025 Annual Meeting of Stockholders; Class II, whose term expires at the 2026 Annual Meeting of Stockholders; and Class III, whose term expires at the 2027 Annual Meeting of Stockholders. Information about the Board of Directors The following table sets forth the names, ages as of March 12, 2025, and certain other information regarding each member of the Board. The following information has been furnished to us by the directors. Current Director Term Name Class Age Position Since Expires David A. Jenkins II 67 Executive Chairman of the Board of Directors and Chief Executive Officer 2023 2026 Martin Colombatto I 66 Director 2017 2025 James Caruso III 64 Director 2023 2027 Andrew Arno III 64 Director 2024 2027 David A. Jenkins became Executive Chairman of the Board in January 2023. He became Interim Chief Executive Officer in April 2023 and was named Chief Executive Officer in January 2024. He has spent most of his career as an entrepreneur in the medical device industry, and has established numerous companies including Old Catheter, where he served as the CEO and as Chairman of Old Catheter’s Board. He has been Chairman of the Board of Old Catheter since Catheter’s inception in 2006 and has served as CEO of Old Catheter since December 2020. His prior experience includes having served as Chairman and CEO of Arrhythmia Research and overseeing the introduction to the market of Cardiolab, the first dual monitor, 32 channel electrophysiology recording system. This technology was later acquired by General Electric and continues to be sold into the market place today. Another of Mr. Jenkins’ companies, EP MedSystems, Inc., was sold to St. Jude Medical, Inc., now part of Abbott, for approximately $93 million in 2008. Mr. Jenkins also founded and served as the CEO of Transneuronix, Inc., a maker of implantable stimulators for the treatment of weight loss, which was later sold to Medtronic for $267 million in 2005. Mr. Jenkins holds a degree in accounting from the University of Kansas, and a master’s degree in business from the University of Texas, Austin. He began his career in public accounting with Coopers and Lybrand. We believe that Mr. Jenkins is qualified to serve as a director because of his extensive experience in the medical device industry. 65 Table of Contents Martin Colombatto has served as a director of the Company since January 2017. Mr. Colombatto has served as a Venture and Industry Partner of Seven Peaks Ventures LLP, a venture capital fund based in Bend, OR, since January 2016. From December 2013 to August 2014, Mr. Colombatto served as a director of PLX Technology, Inc., a technology company. Mr. Colombatto has also served as the Chief Executive Officer and President of Staccato Communications, Inc., an Ultra-Wideband semiconductor company, from January 2006 to March 2009 and as Executive Chairman of Staccato Communications, Inc., from January 2006 to September 2010. Prior to joining Staccato, Mr. Colombatto served as Vice President and General Manager of the Networking Business unit of Broadcom Corp., a broadband communication semiconductor company, from July 1996 to July 2002. Mr. Colombatto was also previously employed by LSI Logic, an application specific semiconductor company, from August 1987 to July 1996. Mr. Colombatto also previously held engineering positions at Reliance Electric, a production automation and control company, from August 1985 to June 1987 and Texas Instruments, an electronics company, from June 1982 to April 1985. Mr. Colombatto holds a Bachelor of Science degree in Electronic Engineering Technology from California State Polytechnic University, Pomona. We believe that Mr. Colombatto is qualified to serve as a member of our board of directors due to his extensive management experience and familiarity with our business and strategy. James Caruso has held senior level financial positions in both public and private companies for more than 40 years, including serving as Chief Financial Officer at several publicly traded and privately held medical device companies. He has managed all financial aspects of businesses and is proficient in SEC reporting and compliance requirements. Mr. Caruso also has extensive operational experience and has led post-acquisition business integration activities on several occasions. Mr. Caruso served as Chief Financial Officer of Catheter Precision, the private company acquired by us in 2023, from 2010 through 2016. From 2016 to the present, Mr. Caruso was retired. Mr. Caruso also served as Chief Financial Officer of EP MedSystems, Inc. (NASDAQ:EPMD), a company focused on cardiac electrophysiology that was acquired by St Jude Medical in 2008; Hi-Tronics Designs, Inc., a privately held medical device design and manufacturing company that was acquired by Advanced Neuromodulation Systems, Inc. in 2001; and Micron Products, Inc., a publicly traded medical device manufacturing company that was acquired by Arrhythmia Research Technology in 1991. Mr. Caruso spent five years in the audit practice at Deloitte (formerly Deloitte & Touche). Mr. Caruso received his Bachelor of Science in Business Administration from Rutgers University and an MBA from Fordham University and is a Certified Public Accountant. We believe that Mr. Caruso is qualified to serve as a director because of his senior level financial experience with public and private companies. Andrew Arno Mr. Arno has 30 years of experience handling a wide range of corporate and financial matters, including work as an investment banker and strategic advisor to emerging growth companies. Since October 2023, he has served as the Managing Member of Unterberg Legacy Capital, LLC. He was previously Vice Chairman of Special Equities Group, LLC, a privately held investment banking firm affiliated with Dawson James Securities Inc., and previously with Bradley Woods & Co. Ltd., and he held that role from June 2019 to March 2023. Prior to joining Special Equities Group, LLC, Mr. Arno served as Vice Chairman at Chardan Capital Markets, LLC, from July 2015 to June 2019. From June 2013 until July 2015, Mr. Arno served as Managing Director of Emerging Growth Equities, an investment bank, and Vice President of Sabr, Inc., a family investment group. He was previously President of LOMUSA Limited, an investment banking firm. From 2009 to 2012, Mr. Arno served as Vice Chairman and Chief Marketing Officer of Unterberg Capital, LLC, an investment advisory firm that he co-founded. He was also Vice Chairman and Head of Equity Capital Markets of Merriman Capital LLC, an investment banking firm, and served on the board of the parent company, Merriman Holdings, Inc. Mr. Arno currently serves on the boards of directors of Oncocyte Corporation, Smith Micro Software, Inc. and XXII Century Group, Inc., a tobacco products company, which are all public companies, and on the boards of Independa Inc., a software company, and Comhear Inc., an audio technology R&D company, both of which are private. Mr. Arno previously served as a director of Asterias Biotherapeutics, Inc. from August 2014 until it was acquired by Lineage Cell Therapeutics, Inc. (“Lineage”) in March 2019. Mr. Arno received a BS degree from George Washington University. We believe Mr. Arno is qualified to serve on our Board of Directors because of his financial expertise and his experience as a director on other public company boards. Executive Officers David A Jenkins became Executive Chairman of the Board in January 2023. He became Interim Chief Executive Officer in April 2023 and was named Chief Executive Officer in January 2024. His biographical information is set forth above at “Information About the Board of Directors.” Philip Anderson , age 58, became Chief Financial Officer on January 6, 2025. Mr. Anderson was retired from November 2022 to December 2024. Previously, he served as the Chief Financial Officer of Heritage Distilling Corporation, an adult beverage distiller, from August 2021 to November 2022. From August 2020 to June 2021, he served as Chief Financial Officer of Crown Electrokinetics Corp., a pre-revenue technology/hardware company in the areas of smart windows, fiber optics and water quality solutions. He served as Chief Financial Officer of Kubient, Inc., a supplier of fraud detection and prevention solutions to the global digital advertising market, from June 2019 to January 2020. Prior to serving as a CFO Mr. Anderson was a hedge fund partner for 17 years focused on investing in small and microcap companies. He received a Bachelor of Arts in Business Management from Ithaca College and an MBA with concentration in Finance from Hofstra University. Marie-Claude Jacques , age 40, became Chief Commercial Officer on May 1, 2024. From January 2023 to January 2024, she was the Director of Field Integration for Boston Scientific Corporation, a Fortune 500 manufacturer of medical devices used in rhythm management, endoscopy, neuromodulation, peripheral interventions and neurology/pelvic health. Ms. Jacques was employed with the AF Solutions Group of Boston Scientific’s cardiology division. From February 2022 to December 2022, she was the Vice President of Sales, Access Solutions for that group. From August 2022 to December 2022, Ms. Jacques was Vice President of US sales for Baylis Medical Company Inc., a company that offers advanced transseptal access solutions as well as guidewires, sheaths and dilators used to support catheter-based left-heart procedures. From June 2014 to August 2022, Ms. Jacques was Director of US Sales for Baylis Medical Company Inc. Ms. Jacques has been a part of the medical device field for over 15 years. She began her career with Baylis Medical and was an integral part in growing and scaling the sales' US business. Mrs. Jacques led the company to double digit sales growth for consecutive years and participated in market development which led to the acquisition by Boston Scientific in 2022. She has a bachelor’s degree in microbiology from Université Laval and a Master’s degree in Business Administration from University of Warwick. 66 Table of Contents Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes of ownership on Forms 3, 4 and 5 with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms, and written representations that we have received from certain reporting persons that they filed all required reports, we believe that all of our officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them with respect to transactions during 2024, other than one late Form 3 filed by Andrew Arno, who began serving as a director in July 2024. Audit Committee The members of our Audit Committee are Andrew Arno and James Caruso. Mr. Caruso serves as the chairperson of our Audit Committee. The Board has determined that each member of the Audit Committee is an independent director under the NYSE American listing rules, satisfies the additional independence criteria for audit committee members and satisfies the requirements for financial literacy under the NYSE American listing rules and Rule 10A-3 of the Exchange Act, as applicable. The Board has also determined that Mr. Caruso qualifies as an audit committee financial expert within the meaning of the applicable rules and regulations of the SEC and satisfies the financial sophistication requirements of the NYSE American listing rules. Corporate Governance Principles and Code of Ethics and Conduct The Board has adopted corporate governance principles. These principles address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, the Board has adopted a written code of ethics and conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our corporate governance principles and code of ethics and conduct are available on our website, www.catheterprecision.com , under the Investor tab under “Corporate Governance”, then “Governance Documents.” If the Board makes any substantive amendments to, or grants any waivers from, the code of ethics and conduct for any officer or director, it will disclose the nature of such amendment or waiver on the Company’s website. Insider Trading Policy We have adopted an Insider Trading Policy and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE American listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the year ended December 31, 2024. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements. ITEM 11. EXECUTIVE COMPENSATION Director Compensation With respect to 2024, the compensation committee and the Board did not retain a compensation consultant in connection with determining compensation of non-employee directors. In January 2024, the compensation committee recommended, and the Board approved, 2024 compensation to all non-employee directors consisting of a cash retainer of $50,000 and an award of non-qualified stock options to purchase 2,500 shares of Company common stock to each non-employee director. Options were granted on January 8, 2024, have a purchase price of $4.00 per share, a 10-year term, and vest quarterly over three years. Then in January 2025, the compensation committee recommended, and the Board approved, that annual cash compensation be reduced from $50,000 to $30,000, effective July 1, 2024, with an adjustment made to the final payment to the non-employee directors for 2024. On January 28, 2025, the compensation committee recommended and granted, and the Board approved, an award of non-qualified stock options to purchase 100,000 shares of Company common stock to each non-employee director. Options were granted on January 29, 2025, have a purchase price of $0.42 per share, a 10-year term, and vested 33.33% on the grant date, with the remainder vesting 33.33% on the first anniversary of the grant date and 33.34% vesting on the second anniversary of the grant date. Retainer cash payments will be paid in cash on or about the last day of each fiscal quarter of the Company in arrears to each non-employee director. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to attend meetings of our board of directors and committees of our board of directors. Our non-employee directors remain eligible to receive equity awards and cash or other compensation outside of the compensation described above, as may be provided from time to time at the discretion of our Board of Directors. 67 Table of Contents 2024 Director Compensation Table The following table sets forth information regarding compensation earned or paid to our non-employee directors during the year ended December 31, 2024: Fees Earned or Option Paid in Cash Awards Total ($) ($)(5) ($) Martin Colombatto (1) 40,000 9,538 49,538 James Caruso (2) 40,000 9,538 49,538 John P Francis (3) 12,500 9,538 22,038 Andrew Arno (4) 15,000 — 15,000 (1) Mr. Colombatto held vested options to purchase 631 shares of Company common stock and unvested options to purchase 1,876 shares of Company common stock as of December 31, 2024. (2) Mr. Caruso held vested options to purchase 624 shares of Company common stock and unvested options to purchase 1,876 shares of Company common stock as of December 31, 2024. (3) Mr. Francis served on the Board from January 2, 2024 to July 3, 2024. (4) Mr. Arno joined the Board on July 3, 2024. (5) See Note 15. Stock Based Compensation to our Consolidated Financial Statements included in this Annual Report for a discussion of the assumptions we made in the valuation of these option grants. See Executive Compensation for information about the compensation of Mr. David Jenkins, a director who is also an executive officer. Processes and Procedures for Executive Compensation The Compensation Committee assists the Board in discharging the Board’s responsibilities relating to oversight of the compensation of the chief executive officer and other executive officers, including reviewing and approving or making recommendations to the Board with respect to the compensation, plans, policies and programs for the chief executive officer and other executive officers and administering the equity compensation plans for executive officers and employees. The Compensation Committee annually reviews the compensation, plans, policies and programs for the chief executive officer and other executive officers. In connection therewith, the Compensation Committee considers, among other things, each executive officer’s performance in light of established individual and corporate goals and objectives and the recommendations of our chief executive officer. In particular, the Compensation Committee considers the recommendations of the chief executive officer when reviewing base salary and incentive performance compensation levels of the executive officers and when setting specific individual and corporate performance targets under the annual incentive bonus plan for the executive officers. While the chief executive officer provides input on his compensation, he does not participate in compensation committee or Board deliberations regarding his own compensation. The Compensation Committee may delegate its authority to a subcommittee, but it may not delegate any power or authority required by agreement, law, regulation or listing standard to be exercised by the Compensation Committee as a whole. Named Executive Officers The named executive officers for 2024 (“NEOs”), which consist of our principal executive officer, our former Interim Chief Financial Officer, and our Chief Commercial Officer, who were our only executive officers as of December 31, 2024, were as follows: ● David A. Jenkins, Executive Chairman and Chief Executive Officer; ● Margrit Thomassen, former Interim Chief Financial Officer and Secretary; and ● Marie-Claude Jacques, Chief Commercial Officer. Mr. Jenkins was appointed Executive Chairman upon effectiveness of the Merger on January 9, 2023 and interim Chief Executive Officer beginning April 28, 2023, and Chief Executive Officer beginning January 2, 2024. Margrit Thomassen served as Interim Chief Financial Officer from January 1, 2024, through January 6, 2025. Marie-Claude Jacques was appointed as Chief Commercial Officer beginning May 1, 2024. 68 Table of Contents Summary Compensation Table The following table provides information regarding the compensation of the NEOs for 2024 and 2023, as applicable: Non-Equity Stock Option Incentive Plan All Other Salary Bonus Awards Awards Compensation Compensation Total Name and Principal Position Year ($) ($) ($) ($)(1) ($) ($) ($) David A. Jenkins 2024 300,000 300,000 Executive Chairman and Chief Executive Officer 2023 300,000 300,000 Margrit Thomassen 2024 144,000 25,000 9,538 178,538 Former Interim Chief Financial Officer and Secretary Marie-Claude Jacques 2024 266,667 130,625 397,292 Chief Commercial Officer (1) See Note 15. Stock-Based Compensation to our Consolidated Financial Statements included in this Annual Report for a discussion of the assumptions we made in the valuation of these option grants. Executive Employment Agreements and Arrangements David A. Jenkins In January 2023, we entered into an oral employment agreement with David A. Jenkins, Chairman of the Board. In accordance with the terms of Mr. Jenkins’ employment agreement, he is entitled to annual compensation of $300,000. Marie-Claude Jacques In April 2024, we entered into an offer letter agreement with Marie-Claude Jacques, Chief Commercial Officer. In accordance with the terms of the offer letter, she is entitled to guaranteed annual salary compensation for the first two years of employment of $400,000. After two years her annual salary compensation is reduced to $240,000. She also received 25,000 non-plan stock options, at an exercise price of $5.321 per share, vesting annually over 5 years, exercisable over ten years per the terms of the offer letter. 69 Table of Contents Outstanding Equity Awards at 2024 Fiscal Year-End As of December 31, 2024, NEOs held the following equity awards: Name Number of Securities Underlying Unexercised Options - Exercisable Number of Securities Underlying Unexercised Options - Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date David Jenkins — — — — — Margrit Thomassen — 2,500 — $4.00 1/8/2034 1,676 — — $5.90 3/13/2031 Marie-Claude Jacques — 25,000 — $5.321 5/1/2034 Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information Option grants to employees, executive officers and non-employee directors are made by the Compensation Committee (the "Committee") under the 2023 Incentive Plan from time to time, as determined by the Committee. The Committee does take material non-public information into account when determining the timing and terms of stock awards, in that if the Company determines that it is in possession of material non-public information on an anticipated grant date, the Committee expects to defer the grant until a date on which the Company is not in possession of material non-public information. The Company does not time the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation. For all stock option awards, the exercise price is the closing price of our common stock on the NYSE American on the last trading day preceding the grant date. The following table presents information regarding stock options issued to our NEOs in fiscal year 2024 during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing material non-public information and ending one business day after the filings or furnishing of such report with the SEC: Name Grant Date Number of Securities Underlying the Award Exercise Price of the Award ($/Sh) Grant Date Fair Value of the Award Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Non-Public Information and the Trading Day Beginning Immediately Following the Disclosure of Material Non-Public Information Margrit Thomassen 1/8/2024 2,500 $4.00 $9,538 0% (1) Marie-Claude Jacques 5/1/2024 25,000 $5.321 $130,625 1.8%(2) (1) Based on closing prices of the Company's common stock of $3.90 on January 11, 2024 and $3.90 on January 11, 2024. (2) Based on closing prices of the Company's common stock of $5.50 on May 6, 2024 and $5.60 on May 7, 2024. Perquisites, Health, Welfare and Retirement Benefits Our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances . Our board of directors may elect to adopt qualified or non-qualified benefit plans in the future if it determines that doing so is in our best interests. 70 Table of Contents ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 17, 2025 by: ● each person, or group of affiliated persons, who we know to beneficially own more than 5% of our common stock; ● each of our named executive officers; ● each of our directors; and ● all of our executive officers and directors as a group. The percentage ownership information shown in the table is based on an aggregate of 9,268,632 shares of our common stock outstanding as of March 17, 2025. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to: (i) the exercise of stock options that are either immediately exercisable or exercisable on or before May 16,2025, which is 60 days after March 17, 2025 and (ii) outstanding warrants to purchase common stock held by that person that are either immediately exercisable or exercisable on or before May 16, 2025. These shares are deemed to be outstanding and beneficially owned by the person holding those options and warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted below, the address of each of the individuals and entities named in the table below is c/o Catheter Precision, Inc., 1670 Highway 160 West, Suite 205, Fort Mill, South Carolina 29708. Beneficial ownership representing less than 1% is denoted with an asterisk (*). Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Number of Shares Percentage of of Common Stock Common Stock Beneficially Beneficially Owned Owned 5% Stockholders: Armistice Capital LLC (1) 932,079 9.99 % Jenkins Family Charitable Institute (2) 966,982 9.93 % Casey Jenkins (3) 972,565 9.99 % Directors and Named Executive Officers: David A. Jenkins (4) 194,182 2.07 % James J. Caruso (5) 34,548 * Martin Colombatto (6) 34,417 * Andrew Arno (7) 33,330 * Margrit Thomassen (8) 12,176 * Marie-Claude Jacques (9) 30,000 * All directors and executive officers as a group (6 persons) (4)(5)(6)(7)(9)(10) 382,033 4.00 % (1) These securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund") and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Certain information was obtained from a Schedule 13G/A filed by the shareholder on February 14, 2025. The precise number of shares beneficially owned by the shareholder depends upon the operation of certain beneficial ownership blockers contained in warrants held by the shareholder and the number of shares outstanding, and therefore may be greater or less than the number presented from time to time. The table does not include those warrants held by the shareholder that are not currently exercisable due to beneficial ownership blockers. The shareholder currently owns Prepaid Series H warrants to receive 657,000 shares of common stock, Prepaid Series I warrants to receive 1,500,000 shares of common stock, Series J warrants to purchase 1,500,000 shares of common stock and Series K warrants to purchase 8,065,962 shares of common stock. Address of stockholder is 510 Madison Avenue, 7th Floor, New York, NY 10022. 71 Table of Contents (2) Casey A. Jenkins, the daughter of Mr. Jenkins, is the trustee of Jenkins Family Charitable Institute. Includes 466,756 shares subject to currently exercisable Series I Warrants held by the Jenkins Family Charitable Institute. Does not include Series I and Series J Warrants held by the Jenkins Family Charitable Institute to purchase an aggregate of 583,244 shares of common stock and Series J Warrants held by Ms. Jenkins to purchase 150,000 shares of common stock which are not currently exercisable due to beneficial ownership blockers. Does not include 18.691 shares of Series X Preferred Stock held by the Jenkins Family Charitable Institute which are convertible into approximately 18,690 shares of common stock upon satisfaction of certain conditions that have not currently been met. (3) Includes 466,756 shares subject to currently exercisable Series I Warrants held by the Jenkins Family Charitable Institute. Does not include Series I and Series J Warrants held by the Jenkins Family Charitable Institute to purchase an aggregate of 733,244 shares of common stock and 150,000 shares subject to Series J Warranted held by Ms. Jenkins which are currently not exercisable due to beneficial ownership blockers. Does not include 18.691 shares of Series X Preferred Stock held by the Jenkins Family Charitable Institute and 262.256 shares of Series X Preferred Stock held by Ms. Jenkins which are convertible into approximately 28,094 shares of common stock upon satisfaction of certain conditions that have not currently been met. Also does not include 5,583 shares held by Ms. Jenkins. (4) Includes (i) 226 shares held by a charitable remainder unitrust of which Mr. Jenkins’ wife is the trustee; and (ii) 70,970 shares held by a partnership of which Mr. Jenkins is the manager member of the managing partner. Excludes 23,532 shares held by certain adult immediate family members of Mr. Jenkins. Does not include 8,190.261 shares of Series X Preferred Stock held by Mr. Jenkins and his affiliates which are convertible into 819,026 shares of common stock but which are subject to certain beneficial ownership blockers and which may not be converted, at the earliest, until July 9, 2024. Also does not include 1,049.024 shares of Series X Preferred Stock held, in the aggregate, by certain adult immediate family members of Mr. Jenkins and which are convertible into 104,902 shares of common stock, but which are subject to certain beneficial ownership blockers and which may not be converted, at the earliest, until July 9, 2024. Also does not include exercisable options to purchase 24,581 shares of common stock and unvested options to purchase 42,000 shares of common stock held by Missiaen Huck, the non-executive chief operating officer of Catheter and Mr. Jenkins’s adult daughter. (5) Does not include 7.932 shares of Series X Preferred Stock held by Mr. Caruso which are convertible into 793 shares of common stock but which are subject to certain beneficial ownership blockers and which may not be converted, at the earliest, until July 9, 2024. Includes currently exercisable options to purchase 34,370 shares of common stock. Does not include unvested options to purchase 68,130 shares of common stock. (6) Includes (i) 7 shares of common stock subject to options exercisable within 60 days of March 17, 2025, and (ii) exercisable options to purchase 34,370 shares of common stock. Does not include unvested options to purchase 68,130 shares of common stock. (7) Includes exercisable options to purchase 33,330 shares of common stock. Does not include unvested options to purchase 66,670 shares of common stock. (8) Includes (i) 1,676 shares of common stock underlying vested stock options held by Margrit Thomassen, the Company’s Secretary; and (ii) exercisable options to purchase 10,500 shares of common stock. Does not include unvested options to purchase 42,000 shares of common stock. (9) Includes exercisable options to purchase 30,000 shares of common stock. Does not include unvested options to purchase 213,750 shares of common stock. (10) Includes exercisable options to purchase 55,556 shares of common stock held by Philip Anderson, the Company's Chief Financial Officer. Does not include unvested options to purchase 444,444 shares of common stock held by Mr. Anderson. 72 Table of Contents EQUITY COMPENSATION PLAN INFORMATION Information as of December 31, 2024, regarding the Company’s equity compensation plans is summarized in the following table: Number of Securities Remaining Available for Future Issuance Under Number of Securities to be Equity Compensation Issued Upon Exercise of Weighted-Average Plans (Excluding Outstanding Options and Exercise Price of Securities Reflected Restricted Stock Units Outstanding Options (1) in Column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders (2) 53,507 $ 25.49 926,882 Equity compensation plans not approved by security holders (3) 42,097 $ 5.78 0 Total 95,604 $ 16.81 926,882 (1) The weighted average exercise price is based solely on outstanding options. (2) Outstanding options were issued under the Company’s 2018 Equity Incentive Plan (as amended, the “2018 Plan”) and the Company's 2023 Equity Incentive Plan (the "2023 Plan"). The 2018 Plan was terminated in 2024 and no shares remain available for future issuance. The number of securities remaining available represents shares under the 2023 Plan, and excludes 1.5 million shares authorized by the Company's stockholders in January 2025, and 124,733 shares which become available on March 1, 2025, and additional shares which will become available in future quarters, pursuant to an adjustment feature under the 2023 Plan. Under the adjustment features, the number of shares available for issuance under the 2023 Plan increases on the first day of each fiscal quarter (each, an “Adjustment Date”) by an amount equal to the lesser of: (i) 10% of the number equal to the number of shares of common stock outstanding on the applicable Adjustment Date less the number of shares of Common Stock outstanding at the beginning of the fiscal quarter immediately preceding the Adjustment Date, but if such number is a negative number, then the increase will be zero; or (ii) such lesser number of Shares as may be determined by the Board. (3) Represents Old Catheter options assumed in connection with the January 9, 2023 acquisition of Old Catheter and non plan options issued to officers of the Company. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by the Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference, or will be included in an amendment to this report if the 2025 Proxy Statement is not filed on or before April 30, 2025. 73 Table of Contents ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Our independent registered public accounting firm is Withum (auditor ID: 100 ) since June 21, 2023. Fees Paid to the Independent Registered Public Accounting Firms The following table represents aggregate fees for services provided to us in the fiscal year ended December 31, 2024 by Withum. It does not include fees billed to us for services rendered by our previous auditor, Haskell & White LLP, during 2024: 2024 2023 (Withum) (Withum) Audit Fees (1) $ 937,584 $ 660,872 Audit-Related Fees (2) — — Tax Fees (3) — — All Other Fees (4) — — Total Fees $ 937,584 $ 660,872 (1) “Audit Fees” consist of fees billed for professional services rendered during the respective fiscal year in connection with the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years. This includes consents and other services related to SEC matters and registration statements. (2) “Audit-Related Fees” generally include fees incurred for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements but are not otherwise included as Audit Fees. (3) “Tax Fees” consist of permissible tax compliance and tax advisory service fees. Withum did not bill us for any tax fees for the year ended December 31, 2024. (4) “All Other Fees” consist of fees billed for services other than the services reported in Audit Fees, Audit-Related Fees, and Tax Fees. Auditor Independence During the year ended December 31, 2024, there were no other professional services provided by Withum that would have required our audit committee to consider their compatibility with maintaining Withum’s independence. Pre-Approval Policy Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent accountants and the related estimated fees. These services may include audit services, audit-related services, tax services and other services. Our audit committee generally pre-approves particular services or categories of services on a case-by-case basis. The independent registered public accounting firm and management are required to periodically report to our audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with these pre-approvals, and the fees for the services performed to date. All of Withum’s services to the Company for fiscal year 2024 described above were pre-approved by our audit committee. 74 Table of Contents PART IV — FINANCIAL INFORMATION ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. (a) We have filed the following documents as part of this Annual Report: 1. Financial Statements . Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets F-5 Consolidated Statements of Operations F-6 Consolidated Statements of Stockholders ’ Equity F-7 Consolidated Statements of Cash Flows F-8 Notes to Consolidated Financial Statements F-9 2. Financial Statement Schedules . There are no financial statement schedules provided because the information called for is either not required or is shown either in the financial statements or the notes thereto. 75 Table of Contents 3. Exhibits. Exhibit Number Description Incorporated by Reference Form File No. Exhibit Filing Date 2.2 Amended and Restated Agreement and Plan of Merger, dated January 9, 2023, by and among the Registrant, certain subsidiaries, and Catheter Precision, Inc. 8-K 001-38677 2.1 1/13/2023 3.1.1 Amended and Restated Certificate of Incorporation of the Registrant. 8-K 001-38677 3.1 10/1/2018 3.1.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. (effective 11/16/20) 8-K 001-38677 3.1 11/17/2020 3.1.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. (effective 09/30/22) 8-K 001-38677 3.1 9/20/2022 3.1.3.A Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (filed 7/11/2024, effective 7/15/2024) 8-K 001-38677 3.1 7/12/2024 3.1.3.B* Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 1/13/2025) 3.1.4 Certificate of Designation of Series X Convertible Preferred Stock. 8-K 001-38677 3.1 1/13/2023 3.1.5 Certificate of Designation of Series A Preferred Stock. 8-K 001-38677 3.2 1/13/2023 3.1.6 Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 08/17/23) 8-K 001-38677 3.1 8/4/2023 3.2.1 Amended and Restated Bylaws of the Registrant. 8-K 001-38677 3.2 10/1/2018 3.2.2 Amendment to Amended and Restated Bylaws of the Registrant. 8-K 001-38677 3.1 8/17/2022 4.1 RESERVED 4.2* Description of Capital Stock 4.3 Form of warrant issued in May 2020. 8-K 001-38677 4.1 5/22/2020 4.4 Form of pre-funded warrant issued in May 2020. 8-K 001-38677 4.2 5/22/2020 4.5 Form of placement agent warrant issued in May 2020. 8-K 001-38677 4.3 5/22/2020 4.6 Form of warrant offered in July 2020. S-1 333-239887 4.3 7/16/2020 4.7 Form of pre-funded warrant issued in July 2020. S-1 333-239887 4.4 7/16/2020 4.8 Form of placement agent warrant offered in July 2020. S-1 333-239887 4.5 7/16/2020 4.9 Form of placement agent warrant offered in October 2024 8-K 001-38677 4.2 11/5/2024 4.10 Form of Series B Warrant offered in February 2022. S-1/A 333-262195 4.9 2/3/2022 4.11 Form of Series C Warrant issued in July 2022 8-K 001-38677 4.1 7/22/2022 4.12 Warrant Agency Agreement, dated February 8, 2022, by and between the Registrant and American Stock & Trust Company LLC. 8-K 001-38677 4.4 2/9/2022 4.12.1 Amendment No. 1, dated July 22, 2022, to February 8, 2022 Warrant Agency Agreement by and between the Company and American Stock Transfer & Trust Company, LLC. 10-Q 001-38677 4.7 8/15/2022 4.13 Form of Series E Warrant offered in January 2023. 8-K 001-38677 4.1 1/13/2023 4.14 Form of Series F Warrant issued in March 2023. 8-K 001-38677 4.2 1/13/2023 76 Table of Contents Exhibit Number Description Incorporated by Reference Form File No. Exhibit Filing Date 4.15 Form of Series G Warrant issued in March 2023. 8-K 001-38677 4.3 1/13/2023 4.15.1 Form of Series H Warrant offered in September 2024 8-K 001-38677 4.1 9/6/2024 4.15.2 Form of Series I Warrant offered in September 2024 8-K 001-38677 4.2 9/6/2024 4.15.3 Form of Series J Warrant offered in September 2024 8-K 001-38677 4.3 9/6/2024 4.15.4 Form of Series K Warrant offered in October 2024 8-K 001-38677 4.1 10/25/2024 4.16 Form of Pre-Funded Warrant offered in September 2024 8-K 001-38677 4.4 9/6/2024 4.17 Form of Underwriters' Warrant offered in September 2024 S-1 333-279930 4.17 6/26/2024 4.18 Form of Warrant Agency Agreement dated as of September 3, 2024 entered into by and between the Registrant and Equiniti Trust Company, LLC 8-K 001-38677 4.5 9/6/2024 10.1 [omitted.] 10.2+ 2018 Form of Indemnification Agreement between the Registrant and directors and executive officers. S-1 333-226191 10.2 8/24/2018 10.3+ Ra Medical Systems, Inc. 2018 Stock Compensation Plan and Forms of Award Agreement thereunder. S-1 333-226191 10.3 7/16/2018 10.4+ Ra Medical Systems, Inc. 2018 Equity Incentive Plan and Forms of Award Agreement thereunder, as amended. 8-K 001-38677 99.1 10/13/2020 10.5 [omitted.] 10.6 [omitted.] 10.7 [omitted.] 10.8 [omitted] 10.9 [omitted.] 10.12 [omitted.] 10.13 [omitted.] 10.14 [omitted.] 10.16 Corporate Integrity Agreement, between the Company and the Office of Inspector General of the Department of Health and Human Services, dated December 28, 2020. 10-K 001-38677 10.20 3/17/2021 10.16.1 Notice of Suspension of Corporate Integrity Agreement, dated January 11, 2023. 10-K 001-38677 10.16.1 3/28/2023 10.17 [omitted.] 10.18 [omitted.] 10.19 [omitted.] 10.20 [omitted.] 10.21 [omitted.] 10.22 [omitted.] 10.23 Warrant Inducement Offer Letter dated July 22, 2022. 8-K 001-38677 10.1 7/22/2022 77 Table of Contents Exhibit Number Description Incorporated by Reference Form File No. Exhibit Filing Date 10.25 Registration Rights Agreement, dated January 9, 2023. 8-K 001-38677 10.5 1/13/2023 10.27.1 Debt Settlement Agreement and Release including certain royalty rights with David A. Jenkins, dated January 9, 2023. 10-K 001-38677 10.27.1 3/28/2023 10.27.2 Debt Settlement Agreement and Release including certain royalty rights with Daniel C. Stanzione, Sr. Irrevocable Trust Dated December 31, 2007, dated January 9, 2023. 10-K 001-38677 10.27.2 3/28/2023 10.27.3 Debt Settlement Agreement and Release including certain royalty rights with Fatboy Capital, L.P., dated January 9, 2023. 10-K 001-38677 10.27.3 3/28/2023 10.28.1 LockeT Royalty Agreement with Auston Locke. 10-K 001-38677 10.28 3/28/2023 10.28.2 Assignment and Agreement from Auston Locke in relation to LockeT dated July 15, 2022 S-1 333-279930 10.28.2 6/4/2024 10.28.3 Assignment and Agreement from David A. Jenkins in relation to LockeT dated January 24, 2023 S-1 333-279930 10.28.3 6/4/2024 10.28.4 Invention Assignment and Royalty Agreement with Auston Locke in relation to LockeT dated May 28, 2024 8-K 001-38677 10.1 6/3/2024 10.30.1 Lease with respect to Fort Mill facility. 10-K 001-38677 10.30.1 3/28/2023 10.31 [omitted.] 10.31.1 [omitted.] 10.31.2+ 2023 Equity Incentive Plan DEF 14A 001-38677 Annex C 11/25/2024 10.31.3+ 2023 Form of Nonstatutory Stock Option Agreement for Non-Employee Directors Under 2023 Equity Incentive Plan 10-K 001-38677 10.31.3 4/1/2024 10.31.4+ 2023 Form of Nonstatutory Stock Option Agreement for Employees Under 2023 Equity Incentive Plan 10-K 001-38677 10.31.4 4/1/2024 10.31.5+ 2023 form of Incentive Stock Option Agreement Under 2023 Equity Incentive Plan 10-K 001-38677 10.31.5 4/1/2024 10.31.6+ Notice of Stock Option Award granted March 13, 2021 to Margrit Thomassen under Old Catheter's 2009 Equity Incentive Plan 10-K 001-38677 10.31.6 4/1/2024 10.31.7+ Non-plan Stock Option Award granted May 1, 2024 to Marie-Claude Jacques S-1 333-279930 10.31.7 6/4/2024 10.31.8*+ Non-plan Stock Option Award granted January 6, 2025 to Philip Anderson 10.31.9*+ Offer Letter to Philip Anderson dated January 3, 2025 10.31.10*+ Offer Letter to Marie-Claude Jacques dated April 24, 2024 10.32 Software and Technology License Agreement dated May 1, 2016, with Peacs BV. 10-K 001-38677 10.32 3/28/2023 10.32.1 Settlement and Amendment Agreement dated May 24, 2021 with Peacs BV. 10-K 001-38677 10.32.1 3/28/2023 78 Table of Contents Exhibit Number Description Incorporated by Reference Form File No. Exhibit Filing Date 10.33 Warrant Inducement Letter Dated October 24, 2024 8-K 001-38677 10.1 10/25/2024 10.33.2 Waiver Agreement Dated October 29, 2024 8-K 001-38677 10.1 10/30/2024 10.33.3 [omitted.] 10.33.4 [omitted.] 10.33.5 Promissory Note dated May 30, 2024 8-K 001-38677 10.2 6/3/2024 10.33.6 Promissory Note dated June 25, 2024 8-K 001-38677 10.1 6/26/2024 10.33.7 Promissory Note dated July 1, 2024 8-K 001-38677 10.1 7/1/2024 10.33.8 Promissory Note dated July 18, 2024 8-K 001-38677 10.1 7/23/2024 10.33.9 Promissory Note dated July 25, 2024 8-K 001-38677 10.1 7/30/2024 10.34 Quality Agreement with Zien Medical Technologies, Inc. related to LockeT Manufacture, dated March 20, 2023 S-1 333-279930 10.34 6/4/2024 10.35 First Amendment to Promissory Note dated May 30, 2024 S-1 333-279930 10.33.5 8/27/2024 10.36 First Amendment to Promissory Notes dated June 25, 2024, July 1, 2024 and July 18, 2024 S-1 333-279930 10.33.6 8/27/2024 10.37 First Amendment to Promissory Note dated July 25, 2024 S-1 333-279930 10.33.7 8/27/2024 16.1 Letter re change in certifying accountant 8-K 001-38677 16.1 6/26/2023 19.1* Insider Trading Policy dated March 21, 2025 21.1 Subsidiaries of the Registrant 23.1* Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm. 24.1* Power of Attorney (contained on signature page). 31.1* Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* ^ Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* ^ Certifications of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Policy Relating to the Recovery of Erroneously Awarded Compensation 10-K 001-38677 97 4/1/2024 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ^ The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended (Exchange Act), and is not to be incorporated by reference into any filing of Ra Medical Systems, Inc. under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. + Indicates a management contract or compensatory plan. ITEM 16. FORM 10 – K SUMMARY. None. 79 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CATHETER PRECISION, INC. Date: March 28, 2025 By: /s/ David A. Jenkins David A. Jenkins Executive Chairman and Chief Executive Officer 80 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David A. Jenkins and Philip Anderson, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to 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-facts and agents, or his substitute or substitutes, or any of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ David A. Jenkins Executive Chairman of the Board and Chief Executive Officer March 28, 2025 David A. Jenkins (Principal Executive Officer) /s/ Philip Anderson Chief Financial Officer March 28, 2025 Philip Anderson (Principal Financial and Accounting Officer) /s/ James Caruso Director March 28, 2025 James Caruso /s/ Martin Colombatto Director March 28, 2025 Martin Colombatto /s/ Andrew Arno Director March 28, 2025 Andrew Arno 81 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Catheter Precision, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Catheter Precision, Inc., (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt Regarding Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations and negative cash flows from operations and expects to continue to incur operating losses that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Catheter Precision, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Catheter Precision, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F-1 Table of Contents Fair Value of Royalties Payable Description of the Matter The Company had $9.2 million of royalties payable as of December 31, 2024, based on the fair value of the royalties payable related to the LockeT royalty agreements acquired in connection with the prior year merger. We identified the fair value of royalties payable as a critical audit matter. In determining the fair value, management must generate revenue projections through the expiration of the royalty agreements. They must also calculate a revenue-adjusted discount rate which is then applied to calculate the present value of the royalties payable. There is significant uncertainty associated with the projections due to limited sales history available as the related product only began sales in the current year. In addition, the calculation of the discount rate requires the involvement of management's valuation specialists. How the Critical Matter was Addressed in the Audit To determine the reasonableness of the fair value of the royalties payable, we: ● Assessed the reasonableness of the forecasts of future revenue by (i) comparing to historical revenue growth of the Company and (ii) assessing forecasts of future revenues against industry metrics and guideline companies. ● Utilized personnel with specialized knowledge and skill in valuation to assist in assessing the reasonableness of discount rates incorporated into the valuation models used by management. ● Recalculated the mathematical accuracy of the Company’s net present value calculation. ● Assessed the professional competence, experience, and objectivity of the Company’s external valuation specialist. F-2 Table of Contents Assessment of ASC 360 Impairment Analysis Description of the Matter In accordance with ASC 360, Impairment and Disposal of Long-Lived Assets ("ASC 360"), the Company, at least annually or more frequently if certain events or changes in circumstances indicate the carrying value may not be recoverable, performs an impairment analysis. As a result of the sustained negative cash flows from operations and continued losses from operations, the Company assessed their intangible assets and long-lived assets for impairment. To determine whether the carrying amount of the long-lived asset group is recoverable, the Company determined the estimated future cash flows of the group for a period consistent with that of the primary assets of the group. The sum of the undiscounted cash flows was then compared to the carrying amount of the long-lived assets as of December 31, 2024 to conclude whether the asset group carrying value is recoverable. We identified the ASC 360 impairment analysis as a critical audit matter due to the estimation and subjectivity needed to identify impairment triggers and perform an impairment test. The inputs to the test are subjective as they are based on management's forecasts. Additionally, there is complexity that requires the Company to involve valuation specialists in performing the quantitative test. How the Critical Matter was Addressed in the Audit To determine the reasonableness of the conclusion the long-lived assets were not impaired we: ● Evaluated the reasonableness of management’s assumptions in the calculation of fair value of reporting unit, including the revenue growth rate in the projected future cash flows by comparing projections to historical results, actual results through year-end, relevant peer companies, and industry data. ● Utilized personnel with specialized knowledge and skill in valuation to assist in evaluating the appropriateness of the methodologies and valuation models utilized by management to determine the fair value of the reporting units. ● Assessed the professional competence, experience, and objectivity of the Company's external valuation specialist. F-3 Table of Contents Accounting For Warrants Associated with September 2024 Public Offering Description of the Matter The Company issued warrants in connection with the September 2024 Public Offering. The accounting for the issuance of these warrants involves evaluation of complex accounting guidance to be performed by management as it relates to determining the accounting classification of the warrants. This matter was identified as a critical audit matter due to the complexity in accounting for the warrants and the significant impact of these conclusions on the Company's consolidated financial statements. How the Critical Matter was Addressed in the Audit Our principal audit procedures performed to address this critical audit matter included the following: ● Reviewed the executed offering under the registration statement and associated agreements. ● Reviewed management’s technical accounting memo evaluating the terms and conditions of the executed agreements to determine the appropriate classification of the instruments. ● Utilized personnel with specialized knowledge and skills in technical accounting to assist in: (i) evaluating the terms of the offering documents in relation to the relevant accounting literature, and (ii) assessing the appropriateness of conclusions reached by the Company. Accounting For Warrants and Modification of Warrants Associated with October 2024 Warrant Inducement Description of the Matter The Company modified the exercise price of existing warrants in connection with the October 2024 Warrant Inducement. In consideration for the exercise, warrant holders were issued new warrants. The accounting for the modification and issuance of these warrants involves complex and subjective judgment by management as it relates to determining the accounting classification of the warrants and determining the fair value of the warrants at issuance and modification dates. This matter was identified as a critical audit matter due to the complexity in accounting for the warrants and the significant impact of these conclusions on the Company's consolidated financial statements. How the Critical Matter was Addressed in the Audit Our principal audit procedures performed to address this critical audit matter included the following: ● Reviewed the Warrant Inducement Offer to common stock purchase warrants. ● Reviewed management's technical accounting memo in conjunction with the terms and conditions of the executed warrant agreements to determine the appropriate classification of the instruments. ● Evaluated management's methodology and assumptions used in the valuation of the warrants. ● Utilized our internal valuation specialists to assess the reasonableness of the volatility inputs into the Company's Black-Scholes model. ● Assessed the professional competence, experience, and objectivity of the Company's external valuation specialist. ● Recalculated the mathematical accuracy of the Company's fair valuation of the warrants. /s/ WithumSmith+Brown, PC We have served as Catheter Precision, Inc.’s auditor since 2023. East Brunswick, New Jersey March 28, 2025 PCAOB ID Number 100 F-4 Table of Contents CATHETER PRECISION, INC. Consolidated Balance Sheets (in thousands, except par value data) December 31, 2024 December 31, 2023 ASSETS Current Assets Cash and cash equivalents $ 2,873 $ 3,565 Accounts receivable, net 70 137 Inventories 33 44 Prepaid expenses and other current assets 316 415 Total current assets 3,292 4,161 Property and equipment, net 91 70 Operating lease right-of-use assets, net 105 179 Intangible assets, net 24,274 26,318 Other non-current assets 8 8 TOTAL ASSETS $ 27,770 $ 30,736 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 230 $ 464 Accrued expenses 1,548 1,733 Notes payable 177 184 Current portion of royalties payable due to related parties 32 — Current portion of operating lease liabilities 98 91 Total current liabilities 2,085 2,472 Royalties payable due to related parties 9,213 6,974 Deferred tax liability 3,141 — Notes payable due to related parties 1,500 — Interest payable due to related parties 61 — Operating lease liabilities 13 97 Total liabilities 16,013 9,543 Commitments and contingencies (see Note 17) Stockholders' Equity Preferred Stock, $ 0.0001 par value, 10,000,000 shares authorized Series A Convertible Preferred Stock, $ 0.0001 par value, 7,203 shares designated; 0 and 4,578 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively — — Series X Convertible Preferred Stock, $ 0.0001 par value, 15,404 shares designated; 12,656 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively — — Common stock, $ 0.0001 par value, 30,000,000 shares authorized; 8,004,633 and 702,662 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively — — Additional paid-in capital 304,109 296,902 Accumulated deficit ( 292,352 ) ( 275,709 ) Total stockholders' equity 11,757 21,193 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 27,770 $ 30,736 See accompanying notes to consolidated financial statements. F-5 Table of Contents CATHETER PRECISION, INC. Consolidated Statements of Operations (in thousands, except per share data) Year Ended December 31, 2024 2023 Revenues $ 420 $ 442 Cost of revenues 42 30 Gross profit 378 412 Operating expenses Loss on impairment of goodwill — 60,934 Selling, general and administrative 11,349 17,122 Research and development 272 475 Total operating expenses 11,621 78,531 Operating loss ( 11,243 ) ( 78,119 ) Other income (expense), net Interest income 81 347 Interest expense ( 91 ) — Other expense, net ( 10 ) ( 8 ) Change in fair value of royalties payable due to related parties ( 2,239 ) 7,208 Total other income (expense), net ( 2,259 ) 7,547 Loss from operations before income taxes ( 13,502 ) ( 70,572 ) Income tax provision 3,141 — Net loss $ ( 16,643 ) $ ( 70,572 ) Deemed dividend on warrant inducement offer ( 5,158 ) ( 800 ) Net loss attributable to common stockholders $ ( 21,801 ) $ ( 71,372 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 6.68 ) $ ( 129.88 ) Weighted-average common shares used in computing net loss per share, basic and diluted 3,263,586 549,507 See accompanying notes to consolidated financial statements. F-6 Table of Contents CATHETER PRECISION, INC. Consolidated Statements of Stockholders' Equity (in thousands, except share data) Series A Convertible Series X Convertible Additional Total Preferred Stock Preferred Stock Common Stock Paid-In Accumulated Stockholders' Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance at December 31, 2022 — $ — — $ — 216,127 $ — $ 214,397 $ ( 205,137 ) $ 9,260 Common stock issued upon exercise of options — — — — 40,233 — 238 — 238 Restricted stock awards cancelled or vested — — — — ( 42 ) — — — — Stock-based compensation — — — — — — 1,217 — 1,217 Issuance of Series X Convertible Preferred Stock in merger — — 14,650 — — — 72,544 — 72,544 Conversion of Series X Convertible Preferred Stock — — ( 1,994 ) — 199,359 — — — — Issuance of Series A Convertible Preferred Stock in connection with private placement, net 7,203 — — — 49,791 — 7,360 — 7,360 Warrants exercised (see Note 13) — — — — 33,161 — 1,145 — 1,145 Conversion of Series A Convertible Preferred Stock ( 2,625 ) — — — 164,033 — 1 — 1 Net loss — — — — — — — ( 70,572 ) ( 70,572 ) Balance at December 31, 2023 4,578 $ — 12,656 $ — 702,662 $ — $ 296,902 $ ( 275,709 ) $ 21,193 Stock-based compensation — — — — — — 54 — 54 Issuance of common stock upon exercise of Pre-Funded Warrants (see Note 13) — — — — 2,773,000 — — — — Issuance of common stock and other equity-classified contracts from September 2024 Public Offering, net of issuance costs — — — — 805,900 — 2,612 — 2,612 Issuance of common stock through October 2024 Warrant Inducement Offer, net of issuance costs — — — — 2,251,981 — 3,356 — 3,356 Issuance of common stock upon exercise of Series Warrants (see Note 13) — — — — 1,185,000 — 1,185 — 1,185 Conversion of Series A Convertible Preferred Stock ( 4,578 ) — — — 286,090 — — — — Net loss — — — — — — — ( 16,643 ) ( 16,643 ) Balance at December 31, 2024 — $ — 12,656 $ — 8,004,633 $ — $ 304,109 $ ( 292,352 ) $ 11,757 See accompanying notes to consolidated financial statements. F-7 Table of Contents CATHETER PRECISION, INC. Consolidated Statements of Cash Flows (in thousands) For the Years Ended December 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 16,643 ) $ ( 70,572 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on impairment of goodwill — 60,934 Depreciation and amortization 2,109 2,075 Stock-based compensation 54 1,217 Change in fair value of royalties payable due to related parties 2,239 ( 7,208 ) Deferred income tax provision 3,141 — Changes in operating assets and liabilities: Accounts receivable 67 ( 66 ) Inventories ( 8 ) 8 Prepaid expenses and other current assets 99 876 Operating lease right-of-use assets and lease liabilities ( 3 ) 4 Current portion of royalties payable due to related parties 32 — Accounts payable ( 234 ) ( 550 ) Accrued expenses ( 185 ) ( 7,139 ) Interest payable due to related parties 61 ( 198 ) Net cash used in operating activities ( 9,271 ) ( 20,619 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 67 ) ( 76 ) Cash acquired as part of business combination — 15 Net cash used in investing activities ( 67 ) ( 61 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock and warrants — 238 Proceeds from issuance of common stock and other equity-classified contracts from the September 2024 Public Offering, net of issuance costs 2,612 — Proceeds from issuance of common stock from the October 2024 Warrant Inducement Offer, net of issuance costs 3,356 — Proceeds from notes payable due to related parties 1,500 — Payment on notes payable ( 256 ) ( 107 ) Proceeds from notes payable 249 — Proceeds from exercise of warrants 1,185 1,326 Payment of costs related to the warrant repricing — ( 181 ) Payment of convertible promissory notes and accrued interest — ( 250 ) Proceeds from the private placement of securities — 8,000 Payments of offering costs related to the private placement of securities — ( 640 ) Net cash provided by financing activities 8,646 8,386 NET CHANGE IN CASH AND CASH EQUIVALENTS ( 692 ) ( 12,294 ) CASH AND CASH EQUIVALENTS, beginning of year 3,565 15,859 CASH AND CASH EQUIVALENTS, end of year $ 2,873 $ 3,565 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest $ 31 $ 204 SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES Property and equipment reclassified from inventories $ 19 $ — Conversion of Series A Convertible Preferred Stock for common stock $ — $ 1 Non-cash consideration for Catheter acquisition $ — $ 72,544 Deemed dividend on warrant inducement offer $ ( 5,158 ) $ ( 800 ) See accompanying notes to consolidated financial statements. F-8 Table of Contents CATHETER PRECISION, INC. Notes to Consolidated Financial Statements (in thousands, except share data) Note 1. Organization and Nature of Operations The Company Catheter Precision, Inc. ("Catheter" or the "Company”) was incorporated in California on September 4, 2002, and reincorporated in Delaware in July 2018. Catheter was initially formed to develop, commercialize and market its advanced excimer laser-based platform for use in the treatment of vascular and dermatological immune-mediated inflammatory diseases. On January 9, 2023, Catheter entered into the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with Catheter Precision, Inc. (“Old Catheter”), a privately held Delaware corporation. Under the terms of the Merger Agreement, Old Catheter became a wholly owned subsidiary of Catheter, together referred to as the Company, in a stock-for-stock merger transaction (the "Merger"). Prior to the Merger, Catheter developed the advanced excimer laser-based platform, which was developed as a tool in the treatment of Peripheral Artery Disease, which commonly occurs in the legs. After the Merger, and looking forward, this legacy Destruction of Arteriosclerotic Blockages by laser Radiation Ablation, laser and single-use catheter (together referred to as "DABRA") and related assets were no longer used. The Company ceased operations and marketing with respect to DABRA, and Catheter’s legacy lines of business were discontinued. The Company shifted the focus of its operations to Old Catheter’s product lines. Accordingly, the Company’s current activities primarily relate to Old Catheter’s historical business, which comprises the design, manufacture and sale of new and innovative medical technologies in the field of cardiac electrophysiology (“EP”). One of the Company’s two primary products is the VIVO System, which is an acronym for View into Ventricular Onset (“VIVO” or “VIVO System”). VIVO is a non-invasive imaging system that offers 3D cardiac mapping to help with localizing the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to EP procedures. The VIVO System is commercially available in the European Union and has been placed at several hospitals in Europe. United States Food and Drug Administration ("FDA") 510 (k) clearance was received, and the Company began a limited commercial release of VIVO in 2021 in the United States. The Company’s newest product, LockeT® (“LockeT”), is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure and is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently. In addition, LockeT is a sterile, Class I product that was registered with the FDA in February 2023, at which time initial shipments began to distributors. Clinical studies for LockeT began during the year ended December 31, 2023. These studies are planned to show the product’s effectiveness and benefits, including faster wound closure and earlier ambulation, potentially leading to early hospital discharge and cost benefits. This information is intended to provide crucial data for marketing. The Company recorded its first commercial sale of LockeT to distributors in May 2024. The Company’s product portfolio also includes the Amigo® Remote Catheter System (the "AMIGO" or "AMIGO System"), a robotic arm that serves as a catheter control device. Prior to 2018, Old Catheter marketed AMIGO. The Company owns the intellectual property related to AMIGO, and this product is under consideration for future research and development of a generation 2 product. F- 9 Table of Contents Reverse stock split On July 3, 2024, at the annual meeting of stockholders of the Company, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amendment”), which included a decrease in the authorized common stock and authorization for the Board, in its discretion, to effect a reverse stock split within specified parameters. The Amendment was effective July 15, 2024, reducing the authorized common stock to 30 million shares and effecting a reverse stock split in which each ten ( 10 ) shares of the Company’s common stock, par value $ 0.0001 per share, issued and outstanding immediately prior to the effective time, automatically combined into one ( 1 ) validly issued, fully paid and non-assessable share of the Company’s common stock, par value $ 0.0001 per share. No fractional shares were issued as a result of the reverse stock split. Stockholders who would otherwise have been entitled to receive a fractional share were entitled to receive their pro rata portion of the net proceeds obtained from the aggregation and sale by the exchange agent of the fractional shares resulting from the reverse stock split (reduced by any customary brokerage fees, commissions and other expenses). All references to share and per share amounts for all periods presented in the consolidated financial statements have been retrospectively restated to reflect this reverse stock split. All rights to receive shares of common stock under outstanding securities, including but not limited to, warrants and options, were adjusted to give effect to the reverse stock split. Furthermore, proportionate adjustments were made to the per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding warrants and stock options granted by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s Equity Incentive Plan. Going concern The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception. As of December 31, 2024 , the Company had cash and cash equivalents of approximately $ 2.9 million. For the year ended December 31, 2024 , the Company used $ 9.3 million in cash for operating activities. As of December 31, 2024 , the Company had an accumulated deficit of approximately $ 292.4 million. Management expects operating losses and negative cash flows to continue for the foreseeable future as the Company invests in its commercial capabilities. These negative cash flows have substantially depleted the Company’s cash. Following the Merger with Old Catheter, Management further reduced costs while assuming the operating costs of Old Catheter. Management will continue to monitor its operating costs and seek to reduce its current liabilities. Such actions may impair its ability to proceed with certain strategic activities. Between May 30, 2024 and July 25, 2024, the Company issued five short-term promissory notes with related parties totaling $ 1.5 million with an 8 % interest rate and a maturity date of August 30, 2024 ( the “Related Party Notes”). On August 23, 2024, the Company amended the Related Party Notes to extend the maturity date to January 31, 2026. As part of the amendment, all interest accrued as of the amendment date was repaid to the noteholders and the contractual interest rate increased to 12 % per annum as of the amendment date. See Note 9, Notes Payable for additional information. On August 30, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. as representative (the “Representative”) of the underwriters named in the Underwriting Agreement (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company completed a public offering of its securities on September 3, 2024 ( the “September 2024 Public Offering”) and sold an aggregate of (i) 805,900 Common Stock Units and (ii) 2,773,000 Pre-Funded Units. The Company collected gross proceeds of approximately $ 3.6 million before deducting underwriting discounts, commissions, and offering expenses payable by the Company of $ 1.0 million. See Note 13, Equity Offerings for additional information. On October 25, 2024, the Company executed the Warrant Inducement Offer Letters (the “2024 Warrant Inducement Offer”) with certain holders of the Company’s existing warrants. Following the close of the 2024 Warrant Inducement Offer, such warrant holders immediately exercised an aggregate of (i) 33,160.8 Series E Warrants, (ii) 499,909.34 Series F Warrants, (iii) 499,909.34 Series G Warrants, (iv) 1,990,000 Series H Warrants, and (v) 2,325,000 Series I Warrants (collectively the “2024 Existing Warrants”) to purchase 5,347,981 shares of the Company’s common stock at a reduced exercise price of $ 0.70 per share of common stock. In consideration for the immediate exercise of the 2024 Existing Warrants for cash, the Company agreed to issue unregistered new Series K Common Stock Purchase Warrants (“Series K Warrants”) to purchase up to 10,695,962 shares of common stock. The Company received aggregate gross proceeds of $ 3.7 million in cash, prior to deducting placement agent fees and offering expense of $ 0.4 million. See Note 13, Equity Offerings for additional information. Based on the Company’s liquidity resources, there is substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date of issuance of the consolidated financial statements. The accompanying consolidated financial statements have been prepared on the basis of the Company continuing to operate in the normal course of business and do not reflect any adjustments to the assets and liabilities related to the substantial doubt of its ability to continue as a going concern. Management’s ability to continue as a going concern is dependent upon its ability to raise additional funding. Management plans to raise additional capital through public or private equity or debt financings to fulfill its operating and capital requirements for at least 12 months from the date of the issuance of the consolidated financial statements. However, the Company may not be able to secure such financing in a timely manner or on favorable terms, if at all. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. Note 2. Summary of Significant Accounting Policies Principles of consolidation The consolidated financial statements of the Company include the accounts of the Company and Old Catheter. All intercompany transactions have been eliminated in consolidation. Basis of presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Financial Accounting Standards Board (“FASB”) establishes these principles to ensure financial condition, results of operations, and cash flows are consistently reported. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative nongovernmental GAAP as found in the FASB Accounting Standards Codification ("ASC"). Use of estimates The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The Company’s consolidated financial statements are based upon a number of estimates including, but not limited to, the accounting for the Old Catheter business combination (see Note 3, Business Combination), allowance for credit losses, evaluation of impairment of long-lived assets and goodwill, valuation of long-lived assets and their associated estimated useful lives, reserves for warranty costs, fair value of royalties payable due to related parties, evaluation of probable loss contingencies, fair value of preferred stock and warrants issued, including valuation of the deemed dividend, and fair value of equity awards granted. F- 10 Table of Contents Concentrations of credit risk The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company generally maintains cash and cash equivalent balances in various operating accounts at financial institutions with high quality credit in amounts in excess of federally insured limits of $250,000. As of December 31, 2024 , the Company had deposits in financial institutions in excess of federally insured limits of $ 2.6 million . The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other hedging arrangements. The Company extends credit to customers in the normal course of business. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the consolidated balance sheets. The Company does not require collateral from its customers to secure accounts receivable. The Company had 3 customers that represented 62 % and 67 % of the Company's consolidated revenues for the years ended December 31, 2024 and 2023 , respectively. Reclassifications Certain prior year financial statement amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. In the current year, the Company separately discloses interest income and interest expense in the consolidated statement of operations. For comparative purposes, amounts in the prior years have been reclassified to conform to current year presentations. Segment reporting The Company operates in one reportable segment, which includes all activities related to the marketing, sales, and development of medical technologies in the cardiac electrophysiology field. While the commercial efforts that coordinate the marketing, sales, and distribution of these products are organized by geographic region and product, all of these activities are supported by a single corporate team and distribution channels. The determination of a single reportable segment is consistent with the consolidated financial information available and regularly reviewed by the Company’s chief operating decision maker (“CODM”). The CODM is the Company’s chief executive officer, who reviews and evaluates consolidated net loss reported on the consolidated statements of operations for purposes of assessing performance, making operating decisions, allocating resources and planning and forecasting for future periods. As the Company’s operations are managed at the consolidated level, there are no differences between the measurement of the reportable segments’ profit or losses and the Company’s consolidated statements of operations. Segment asset measures are not used as a basis for the CODM to evaluate the performance of or to allocate resources to the segment. The following table summarizes segment revenues and significant segment expenses included in the measure of segment profit or loss (consolidated net loss) reviewed by the CODM: For the Year Ended December 31, 2024 2023 Revenues $ 420 $ 442 Less: Cost of revenues 42 30 Loss on impairment of goodwill — 60,934 Depreciation and amortization expense 2,109 2,075 Stock-based compensation expense 54 1,217 Salaries and benefits expense 4,192 4,661 Professional fees 2,034 5,622 Research and development expenses 272 475 Interest income ( 81 ) ( 347 ) Interest expense 91 — Change in fair value of royalties payable due to related parties 2,239 ( 7,208 ) Income tax expense 3,141 — Other segment items (1) 2,970 3,555 Segment net loss ( 16,643 ) ( 70,572 ) Reconciliation of net loss Adjustments and reconciling items — — Consolidated net loss ( 16,643 ) ( 70,572 ) ( 1 ) Other segment items include other expenses, net of $ 10 thousand, consulting fees of $ 505 thousand, investor relations and SEC fees of $ 459 thousand, insurance fees of $ 533 thousand, and other selling, general, and administrative expenses of $ 1,462 thousand for the year ended December 31, 2024. Other segment items include other expenses, net of $ 8 thousand, consulting fees of $ 730 thousand, investor relations and SEC fees of $ 691 thousand, insurance fees of $ 704 thousand, and other selling, general, and administrative expenses of $ 1,422 thousand for the year ended December 31, 2023. Other selling, general, and administrative expenses primarily consist of travel expenses, computer and information technology expenses, and rent expenses. F- 11 Table of Contents Cash and cash equivalents The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents. Cash and cash equivalents primarily represent funds invested in readily available checking and money market accounts. Fair value measurements Fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants and is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three -tier fair value hierarchy is used to identify inputs used in measuring fair value as follows: Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. Cash equivalents, prepaid expenses, accounts receivable, accounts payable, and accrued expenses are reported on the consolidated balance sheets at carrying value which approximates fair value due to the short-term maturities of these instruments. The carrying value of our notes payable and notes payable due to related parties approximates the instruments' fair value due to the short-term maturities of these debt instruments. The following table details the fair value measurements within the fair value hierarchy of the Company’s financial instruments: December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Mutual fund $ 2,803 $ 2,803 $ — $ — Money market fund 12 12 — — Total assets $ 2,815 $ 2,815 $ — $ — Liabilities Royalties payable due to related parties $ 9,213 $ — $ — $ 9,213 Total liabilities $ 9,213 $ — $ — $ 9,213 December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Cash Equivalents Mutual fund $ 3,397 $ 3,397 $ — $ — Money market fund 10 10 — — Total assets $ 3,407 $ 3,407 $ — $ — Liabilities Royalties payable due to related parties $ 6,974 $ — $ — $ 6,974 Total liabilities $ 6,974 $ — $ — $ 6,974 The fair value measurement of royalties payable due to related parties includes unobservable inputs that are not supported by any market data. Royalties payable due to related parties equals the present value of estimated future royalty payments, wherein the Company applies an internally developed, revenue adjusted discount rate (“RADR”) to discount back the forecasted royalty payments. The RADR is based on the Company’s weighted average cost of capital (“WACC”) adjusted for the product revenue’s risk profile. The risk-free rate used to determine the cost of equity for the RADR is adjusted to be commensurate with the term of the royalty agreements. Furthermore, the Beta and Risk Premium used to determine the cost of equity are also adjusted to reflect the product revenue's volatility. All other inputs for the RADR and the Company’s WACC are the same. The following tables summarize the significant unobservable inputs used in the fair value measurement of Level 3 instruments: December 31, 2024 Instrument Valuation Technique Unobservable Input Input Range Royalties payable due to related parties Discounted future cash flows Revenue adjusted discount rate 22.5 % December 31, 2023 Instrument Valuation Technique Unobservable Input Input Range Royalties payable due to related parties Discounted future cash flows Revenue adjusted discount rate 28.0 % Increases or decreases in the fair value of royalties payable due to related parties can result from updates to assumptions, such as changes in discount rates, projected cash flows, among other assumptions. Judgment is used in determining these assumptions as of the initial valuation date and at each subsequent reporting period. Changes or updates to assumptions could have a material impact on the reported fair value, the change in fair value, and the results of operations in any given period. F- 12 Table of Contents The table below summarizes the change in fair value of royalties payable to related parties for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 Beginning Balance at January 1, $ 6,974 $ — AMIGO royalty payable recognized in connection with the Merger — 160 LockeT royalty payable recognized in connection with the Merger — 14,022 Change in fair value of royalties payable due to related parties 2,239 ( 7,208 ) Ending Balance at December 31, $ 9,213 $ 6,974 Accounts receivable and allowances for credit losses Accounts receivable consists of trade receivables recorded at invoiced amounts. Accounts receivable is presented net of any discounts and allowance for credit losses, is unsecured and does not bear interest. Accounts receivable are evaluated for collectability based on historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts, including the probability of future collection and estimated loss rates based on aging schedules. Accounts receivable are assessed for collectability based on three portfolio segments: Hospitals - United States, Hospitals - Europe, and Distributors. The determination of portfolio segments is based on the customers’ industry and geographical location. Changes in the estimated collectability of accounts receivable are recorded in the results of operations in the period in which the estimate is revised. Accounts receivable are written off as uncollectible after all means of collection are exhausted. Any subsequent recoveries are credited to the allowance for credit losses. As of December 31, 2024 and 2023, the allowance for credit losses related to accounts receivable was immaterial. Inventories Inventories are stated at the lower of cost (determined by the first -in, first -out method) or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. The Company reduces the carrying value of inventories for those items that are potentially in excess, obsolete or slow-moving based on changes in customer demand, technological developments or other economic factors. Property and equipment Property and equipment are recorded at cost, less accumulated depreciation. Property and equipment are depreciated on a straight-line basis over their estimated useful lives as follows: Machinery and equipment 2 - 5 years Computer hardware and software 1 - 5 years LockeT animation video 3 years VIVO DEMO/Clinical Systems 1-5 years F- 13 Table of Contents The Company periodically reviews the residual values and estimated useful lives of each class of its property and equipment for ongoing reasonableness, considering the long-term views of their intended use and the level of planned improvements to maintain and enhance those assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective account balances and any resulting gain or loss is recognized in the Company’s consolidated statements of operations. The cost of repairs and maintenance are expensed as incurred, whereas significant renewals and betterments are capitalized. Impairment of long-lived assets In accordance with ASC 360, Impairment and Disposals of Long-lived Assets , the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value of the long-lived assets may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss equal to the excess of the assets carrying value over its fair value is recorded in the Company’s consolidated statements of operations at that date. As a result of the sustained decline of the Company's stock, the Company assessed its long-lived assets for impairment. To evaluate whether the carrying amount of the long-lived asset group is recoverable, the Company determined the estimated future cash flows of the group for a period consistent with that of the primary assets of the group. The sum of the undiscounted cash flows was then compared to the carrying amount of the long-lived assets as of December 31, 2024. The Company concluded there was no impairment as of December 31, 2024 . Goodwill In accordance with ASC 350, Intangibles – Goodwill and Other , goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets acquired. Goodwill, which represents the excess of purchase price of Old Catheter over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. The Company reviews goodwill for possible impairment annually during the fourth quarter, or whenever events or circumstances indicate that the carrying amount may not be recoverable. To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs a multi-step impairment test. The Company first has the option to assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting units using a combination of an income and market-based approach. To determine fair values, the Company is required to make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations, including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal value and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. These assumptions require significant judgment. Pursuant to ASU 2017 - 04, Simplifying the Test for Goodwill Impairment , the single step is to determine the estimated fair value of the reporting unit and compare it to the carrying value of the reporting unit, including goodwill. To the extent the carrying amount of goodwill exceeds the implied goodwill, the difference is the amount of the goodwill impairment. The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level 3 inputs. The inputs for the market capitalization calculation are considered Level 1 inputs. There were impairment charges of $ 60.9 million recognized during the year ended December 31, 2023 ( see Note 3, Business Combination and Note 7, Goodwill for additional details). As of December 31, 2023, goodwill was fully impaired. Royalties payable due to related parties The Company is obligated to pay royalties related to sales of LockeT and AMIGO System under various royalty agreements executed by Old Catheter. The Company recognizes a liability for royalty fees incurred and payable based on actual sales of products under current portion of royalties payable due to related parties in the consolidated balance sheets. The Company recognizes a liability for future, estimated royalty payments at fair value under the royalties payable due to related parties in the consolidated balance sheets. The royalties payable due to related parties is remeasured at each reporting period. Changes in fair value of royalties payable due to related parties are recorded on the consolidated statements of operations in the period in which they occur. See Note 10, Royalties Payable for additional information. F- 14 Table of Contents Product warranty The Company offers product warranties against defects in material and workmanship when the products are used for their intended purpose and properly maintained. Warranty expenses are included in cost of revenues in the accompanying consolidated statements of operations. Changes in estimates to previously established warranty accruals result from current period updates to assumptions regarding repair and product recall costs and are included in current period warranty expense. As of December 31, 2024 and December 31, 2023 , there was no accrued product warranty balance. Distinguishing liabilities from equity The Company evaluates equity or liability classification for freestanding financial instruments, including convertible preferred stock, warrants, and options, pursuant to the guidance under ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480” ). The Company classifies as liabilities all freestanding financial instruments that are (i) mandatorily redeemable, (ii) represent an obligation to repurchase the Company’s equity shares by transferring assets, or (iii) represent an unconditional obligation (or conditional obligation if the financial instrument is not an outstanding share) to issue a variable number of shares predominantly based on a fixed monetary amount, variations in something other than the fair value of the Company’s equity shares, or variations inversely related to changes in fair value of the Company’s equity shares. If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to ASC 815 - 40, Derivatives and Hedging (“ASC 815” ). The Company further assesses whether the freestanding financial instruments should be classified as temporary equity. Freestanding financial instruments that are redeemable for cash or other assets at a fixed or determinable date, at the option of the holder, or upon the occurrence of an event are classified in temporary equity in accordance with ASC 480. Otherwise, the freestanding financial instruments are classified in permanent equity. Revenue recognition In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606” ), the Company accounts for contracts with customers when there is a legally enforceable contract, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. Revenue is measured as the amount of consideration expected to be received in exchange for transferring promised goods or services. The amount of consideration to be received and revenue recognized may vary due to discounts. A performance obligation is a promise in a contract to transfer a distinct good or service. If there are multiple performance obligations in the customer contract, the Company allocates the transaction price in the contract to each performance obligation based on the relative standalone selling price. The Company does not adjust revenue for the effects of a significant financing component for contracts if the period between the transfer of control and corresponding payment is expected to be one year or less. Revenue is recognized when performance obligations in the customer contract are satisfied. This generally occurs when the customer obtains control of a promised good at a point in time or when a customer receives a promised service over time. Pursuant to ASC 606, the Company applies the following five steps to each customer contract: F- 15 Table of Contents Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the Company satisfies a performance obligation VIVO System The VIVO System offers 3D cardiac mapping to help localize the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to electrophysiology studies. Customers are provided with VIVO Positioning Patch Sets, which are custom patches, that are used in conjunction with the VIVO System. The VIVO Positioning Patch Sets are integral to the functionality of the VIVO System. The VIVO System, including the VIVO Positioning Patch Sets, represents the Company’s primary performance obligation. The Company recognizes revenue when physical possession and control of the VIVO System is transferred to the customer upon delivery. The Company also offers customers software upgrades for the VIVO System, which may be purchased and paid in advance at contract inception. Software upgrades represent stand-ready services, whereby the Company promises to provide software upgrades to the customer when and as upgrades are available. Software upgrade services may be offered for initial contract terms of one to multiple years. Customers have the option to renew software upgrades services at the end of each term. The software upgrade services represent the Company's second performance obligation, which is recognized evenly over time over the contract term. There were no software upgrade services revenues during the years ended December 31, 2024 and 2023. The Company invoices the customer for the VIVO System and related software upgrades after physical possession and control of the VIVO System has been transferred to the customer. Subsequent renewals for software upgrades are invoiced at inception of the renewed term. The timing of payment for the corresponding invoices depends on the credit terms identified in each customer contract. LockeT LockeT was launched by the Company in February 2023 and is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure. LockeT is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently. The LockeT device represents a performance obligation in the customer contract. The Company recognizes revenue when it transfers control of the LockeT device to the customer, which happens when the Company delivers the product to the customer. The Company has elected as a practical expedient to expense as incurred any costs incurred to obtain a contract as the related amortization period would be one year or less. Disaggregation of revenue The following table summarizes disaggregated product sales by geographic area (in thousands): Year Ended December 31, 2024 2023 Product Sales US $ 278 $ 331 Europe 142 111 $ 420 $ 442 F- 16 Table of Contents Shipping and handling costs Shipping and handling costs charged to customers are included in net product sales, while all other shipping and handling costs are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Advertising and marketing Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Advertising costs were $ 170 t housand and $ 95 thousand during the years ended December 31, 2024 and 2023, respectively. Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs as selling, general and administrative expenses in the accompanying consolidated statements of operations. Research and development Major components of research and development costs include consulting, research grants, supplies and clinical trial expenses. Research and development expenses are charged to operations in the period incurred. Stock-based compensation The Company recognizes stock-based compensation expense associated with stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) issued to employees, members of the Company’s board of directors and consultants in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718” ). The Company evaluates whether stock-based awards should be classified and accounted for as liability or equity awards on the date of grant. Furthermore, the Company measures all stock-based awards granted based on the fair value of the award on the date of grant. Stock options are measured at fair value using the Black-Scholes option pricing valuation model (the “Black-Scholes model”), which incorporates various assumptions, including expected term, volatility and risk-free interest rate. Stock-based compensation expense for all stock-based awards is recognized over the requisite service period, which is generally the vesting period of the respective stock award. Stock-based compensation expense for stock-based awards with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not probable or is not met, no stock-based compensation expense is recognized, and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. As a result of the Merger, all unvested Old Catheter stock options were subject to accelerated vesting and became fully vested as of the closing date of the business combination. The Company recognized the fair value of the replacement options as included in consideration transferred to the extent they do not exceed the fair value of the equivalent Old Catheter options. Any incremental fair value was recognized in stock-based compensation expense in the post-combination period, with this recognized as a Day 1 expense due to the Old Catheter options becoming fully vested concurrent with the closing of the business combination. Income taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences reverse. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company accounts for uncertainty in income taxes using a two -step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining whether it is more likely than not that the position will be sustained on an audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. An uncertain tax position is considered effectively settled on completion of an examination by a taxing authority if certain other conditions are satisfied. Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other expense, respectively. F- 17 Table of Contents Basic and diluted net loss per share of common stock Earnings per share attributable to common stockholders is calculated using the two -class method, which is an earnings allocation formula that determines earnings per share for the holders of the Company’s common shares and participating securities. The Company’s Series A Convertible Preferred Stock, Series X Convertible Preferred Stock, and outstanding warrants are participating securities as they contain participating rights in distributions made to common stockholders. Since the participating securities do not include a contractual obligation to share in the losses of the Company, they are not included in the calculation of net loss per share in the periods that have a net loss. In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per common share. Diluted net loss per share is computed using the more dilutive of (a) the two -class method or (b) the if-converted method and treasury stock method, as applicable. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from warrants, stock options, non-vested restricted stock awards, restricted stock units, Series A Convertible Preferred Stock, and Series X Convertible Preferred Stock were anti-dilutive (see Note 12, Net Loss per Share). Net loss attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed dividends declared. The Company recorded a deemed dividend for the modification of existing warrants and issuance of new warrants of $ 5.2 million and $ 0.8 million for the years ended December 31, 2024 and 2023 , respectively. The deemed dividend is added to net loss in determining the net loss available to common stockholders for the years ended December 31, 2024 and 2023 . Recently adopted accounting pronouncements In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures ("ASU 2023 - 07" ). The amendments in ASU 2023 - 07 require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. These amendments do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The company adopted the amended guidance for the fiscal year-ended December 31, 2024. The adoption of ASU 2023 - 07 expanded certain disclosures but did not have a material impact on our consolidated financial statements. Refer to Note 2, Summary of Significant Accounting Policies, for more information about our segment reporting. Recently issued accounting pronouncements In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures , which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is required to adopt this standard prospectively in fiscal year 2025 for the annual reporting period ending December 31, 2025. The Company does not believe the impact of the new guidance and related codification improvements will have a material impact to its financial position, results of operations and cash flows. In November 2024, the FASB issued ASU 2024 - 03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses ("ASU 2024 - 03" ). ASU 2024 - 03 requires the disaggregation of certain costs and expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU 2024 - 03 is effective for the Company’s Annual Report on Form 10 -K for the fiscal year ending December 31, 2027 and for interim periods beginning in 2028. The guidance may be applied on a prospective or retrospective basis and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024 - 03 on its consolidated financial statements. Note 3. Business Combination On January 9, 2023, the Company completed the acquisition of Old Catheter for the purpose of acquiring Old Catheter’s existing and developing product lines based on unique electrophysiology technology. Pursuant to the Merger Agreement, all Old Catheter common stock shares issued and outstanding and convertible promissory notes, representing an aggregate principal of $ 25.2 million, were converted into a right to receive 14,649.592 shares of a new class of the Company’s preferred stock, designated Series X Convertible Preferred Stock. Additionally, all outstanding stock options to purchase Old Catheter common stock were assumed and converted into options to purchase approximately 75,367 shares of the Company's common stock. The total purchase consideration for the Merger was $ 72.5 million which represents the sum of the (i) estimated fair value of the 14,649.592 Series X Convertible Preferred Stock issued and (ii) the portion of the estimated fair value of $ 3.4 million representing the Company stock options issued in replacement of Old Catheter share-based payment awards as required under FASB Topic 805, Business Combinations ("Topic 805" ). The fair value of the Series X Convertible Preferred Stock includes certain discounts applied to the closing stock price of the Company, on January 9, 2023, of $ 60.90 per share. F- 18 Table of Contents The following table summarizes the fair value of the consideration associated with the Merger (in thousands): Fair Value as of Description January 9, 2023 Fair value of 14,649.592 Series X convertible preferred stock issued $ 69,140 Fair value of Old Catheter’s fully vested stock options 3,404 Total Purchase Price $ 72,544 The Merger was accounted for as a business combination in accordance with Topic 805, and the Company has been determined to be the accounting acquirer. The Company allocated the purchase price to the assets acquired and liabilities assumed at fair value. The purchase price allocation reflects various fair value estimates and analyses, including certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, liabilities assumed, and goodwill, which were subject to change within the measurement period as valuations were being finalized (generally one year from the acquisition date). Measurement period adjustments were recorded in the reporting period in which the estimates are finalized, and adjustment amounts were determined. During the three months ended June 30, 2023, the Company recorded measurement period adjustments based on changes to certain estimates and assumptions and their related impact to the purchase price allocation. Developed technology was revised from $ 35.1 million to $ 27.0 million; trademarks were revised from $ 1.7 million to $ 1.3 million; customer relationships were revised from $ 220 thousand to $ 62 thousand; goodwill was revised from $ 56.0 million to $ 60.9 million; and royalties payable due to related parties were revised from $ 7.6 million to $ 14.2 million. The following table summarizes the final purchase price allocations relating to the Merger (in thousands): Description Fair Value Assets acquired: Cash and cash equivalents $ 15 Accounts receivable 71 Inventories 52 Prepaid expenses and other current assets 23 Property and equipment, net 26 Lease right-of-use assets 119 Other assets 8 Developed technology 27,014 Customer relationships 62 Trademarks 1,285 Goodwill 60,934 Total assets acquired $ 89,609 Liabilities assumed: Accounts payable $ 922 Accrued expenses 1,389 Lease liability 124 Interest payable 198 Convertible promissory notes 250 Royalties payable due to related parties 14,182 Total liabilities assumed 17,065 Total purchase price $ 72,544 F- 19 Table of Contents All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values and estimated useful lives are as follows: Intangible Assets Estimated Fair Value Estimated Useful Life Developed technology- VIVO $ 8,244 15 Developed technology- LockeT 18,770 14 Customer relationships 62 6 Trademark- VIVO 876 9 Trademark- LockeT 409 9 $ 28,361 Notwithstanding the above, as described in Note 7, management determined that there were indicators of asset impairment during the year ended December 31, 2023, and assessed the carrying values of the Company’s intangible assets and goodwill. As a result, the Company recorded an impairment charge relating to goodwill of $ 60.9 million during the year ended December 31, 2023. This amount represented the purchase price amount ascribed to goodwill. Transaction costs incurred in connection with this business combination amounted to approximately $ 1.7 million during the year ended December 31, 2023. Pro forma financial information The following table represents the revenue, net loss and net loss per share effect of the acquired company, as reported on a pro forma basis as if the acquisition occurred on January 1, 2023. These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of the period presented, nor does the pro forma financial information purport to represent the results of operations for future periods. The following information for the year ended December 31, 2023 and is presented in thousands except for the per share data (in thousands, except per share data): For the Year Ended December 31, 2023 Revenues $ 445 Net loss $ ( 70,742 ) Net loss attributable to common stockholders $ ( 71,542 ) Basic and diluted net loss per share – on a pro forma basis $ ( 118.30 ) Note 4. Inventories Inventories consisted of the following (in thousands): December 31, 2024 2023 Raw materials $ 18 $ 27 Finished goods 15 17 Inventories $ 33 $ 44 There were no charges for inventory obsolescence or allowance recorded for the years ended December 31, 2024 and 2023 . F- 20 Table of Contents Note 5. Property and Equipment Property and equipment, net consisted of the following (in thousands): December 31, 2024 2023 Machinery and equipment $ 29 $ 16 Computer hardware and software 29 17 LockeT animation video 29 — VIVO DEMO/Clinical Systems 101 69 Property and equipment, gross 188 102 Accumulated depreciation ( 97 ) ( 32 ) Property and equipment, net $ 91 $ 70 Depreciation expense was $ 65 thousand and $ 32 thousand for the years ended December 31, 2024 and 2023 , respectively. Note 6. Intangible Assets The following table summarizes the Company’s intangible assets as of December 31, 2024 (in thousands): Estimated Useful Life Gross Carrying Accumulated Net Carrying Years Amount Amortization Value Developed technology ‐ VIVO 15 $ 8,244 $ ( 1,099 ) $ 7,145 Developed technology ‐ LockeT 14 18,770 ( 2,681 ) 16,089 Customer relationships 6 62 ( 21 ) 41 Trademarks/trade names ‐ VIVO 9 876 ( 195 ) 681 Trademarks/trade names ‐ LockeT 9 409 ( 91 ) 318 $ 28,361 $ ( 4,087 ) $ 24,274 The following table summarizes the Company’s intangible assets as of December 31, 2023 ( in thousands): Estimated Useful Life Gross Carrying Accumulated Net Carrying Years Amount Amortization Value Developed technology ‐ VIVO 15 $ 8,244 $ ( 550 ) $ 7,694 Developed technology ‐ LockeT 14 18,770 ( 1,341 ) 17,429 Customer relationships 6 62 ( 10 ) 52 Trademarks/trade names ‐ VIVO 9 876 ( 97 ) 779 Trademarks/trade names ‐ LockeT 9 409 ( 45 ) 364 $ 28,361 $ ( 2,043 ) $ 26,318 The estimated future amortization expense for the next five years and thereafter is as follows (in thousands): Future Amortization Years ending December 31, Expense 2025 $ 2,043 2026 2,043 2027 2,043 2028 2,043 2029 2,033 Thereafter 14,069 Total $ 24,274 F- 21 Table of Contents The Company uses the straight-line method to determine amortization expense for its definite lived intangible assets. Amortization expense, included within selling, general and administrative expenses, related to the Company's intangible assets was $ 2.0 million and $ 2.0 million for the years ended December 31, 2024 and 2023 , respectively. Note 7. Goodwill In connection with the Merger, the excess of the purchase price over the estimated fair value of the net assets assumed of $ 60.9 million was recognized as goodwill. The Merger was accounted for as a business combination in accordance with Topic 805, and the Company has been determined to be the accounting acquirer. The Company allocated the purchase price to the assets acquired and liabilities assumed at fair value. During the three months ended June 30, 2023, the Company recorded measurement period adjustments based on changes to certain estimates and assumptions and their related impact to the purchase price allocation. As a result, goodwill was revised from $ 56.0 million to $ 60.9 million. The Company tests Goodwill for impairment at the reporting unit level annually in the fourth quarter or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists. Due to a sustained decrease in the Company’s share price during the quarter ended March 31, 2023, the Company concluded that, in accordance with ASC 350, a triggering event occurred indicating that potential impairment exists and required the Company to assess if impairment exists as of March 31, 2023. In accordance with ASC 350, the Company performed a quantitative goodwill impairment test, which resulted in the carrying amount of the reporting unit exceeding the estimated fair value of the reporting unit, indicating that the goodwill of the reporting unit was impaired. The Company utilized a combination of an income and market-based approach to assess the fair value of the reporting unit. The income approach considered the discounted cash flow model, considering projected future cash flows (including timing and profitability), discount rate reflecting the risk inherent in future cash flows, perpetual growth rate, and projected future economic and market conditions. The guideline public company market approach considered marketplace earnings multiples from within a peer public company group. As of December 31, 2023, cumulative goodwill impairment charges of $ 60.9 million were incurred related to the Company’s single reporting unit and no goodwill remains as of this date. Note 8. Accrued Expenses Accrued expenses consisted of the following (in thousands): December 31, 2024 2023 Legal expenses $ 81 $ 102 Offering costs 1,356 1,356 Compensation and related benefits 35 43 Other accrued expenses 76 232 Accrued expenses $ 1,548 $ 1,733 F- 22 Table of Contents The product warranty accrual related to the voluntary recall of DABRA catheters was initiated in September 2019. The recall was closed by the FDA in July 2023 and no claims have been submitted in approximately 2 years. As such, the Company derecognized the warranty liability of $ 192 thousand as of December 31, 2023. The accrued warranty balance was $ 0 as of December 31, 2024 and 2023 . Note 9. Notes Payable Note Payable - Director & Officer Liability Insurance The Company purchased director and officer liability insurance coverage on October 16, 2023 for $ 447 thousand. A down payment of $ 157 thousand was made and the remaining balance of $ 290 thousand was financed over 8 months through a short-term financing arrangement with its insurance carrier. The interest rate on the loan was 8.99 %. Interest expense on this loan was $ 4 thousand and $ 6 thousand for the years ended December 31, 2024 and 2023 , respectively. The loan balance was $ 184 thousand as of December 31, 2023. The loan balance was paid off in May 2024, such that there is no remaining balance as of December 31, 2024 . The Company purchased director and officer liability insurance coverage on September 26, 2024 for $ 293 thousand. A down payment of $ 44 thousand was made and the remaining balance of $ 249 thousand was financed over 10 months through a short-term financing arrangement with its insurance carrier. The interest rate on the loan is 9.99 %. Interest expense on this loan was $ 6 thousand for the year ended December 31, 2024 . The loan balance was $ 177 thousand as of December 31, 2024 . Promissory Notes (collectively, the “Related Party Notes”) On May 30, 2024, David A. Jenkins loaned $ 500,000 to the Company in exchange for a short-term promissory note. On June 25, 2024, an entity controlled by Mr. Jenkins loaned $ 150,000 to the Company in exchange for a short-term promissory note. On July 1, 2024 and July 18, 2024, the Company entered into two short-term promissory notes with an affiliate of Mr. Jenkins, wherein the affiliate loaned $ 250,000 and $ 100,000 , respectively, to the Company in exchange for the short-term promissory notes. On July 25, 2024, the Company entered into a short-term promissory note with a Trust, of which Mr. Jenkins’ adult daughter is the trustee, wherein the Trust loaned $ 500,000 to the Company in exchange for the short-term promissory note. All of these short-term promissory notes (the “Related Party Notes”) had a maturity date of August 30, 2024 and interest at 8 % per annum. On August 23, 2024, the Company entered in the first amendment of the Related Party Notes, which extended the maturity date to January 31, 2026 and increased the interest rate to 12 % per annum after August 31, 2024. All other terms and conditions remained substantially unchanged. As part of the amendment, the Company paid down all accrued interest to date of $ 21 thousand. The amendment was accounted for as a debt modification in accordance with ASC 470 - 50, Debt Modifications and Extinguishment (“ASC 470 - 50” ). Since the modified terms and conditions were not substantially different from the prior terms and conditions, the Company accounted for the debt modification as a continuation of the original debt instrument. The Company further concluded that the debt modification did not result in any adjustments to the carrying value of the Related Party Notes. The Related Party Notes, including all principal and interest, accelerate and become immediately due and payable upon the occurrence of certain customary events of default, including failure to pay amounts owed when due, material breach of the Company’s representations or warranties (unless waived by the holders of the Related Party Notes or cured within 10 days following notice), certain events involving the discontinuation of the Company’s business and/or certain types of proceedings involving insolvency, bankruptcy, receivership and the like. Interest expense on the Related Party Notes was $ 81 thousand for the year ended December 31, 2024 . The Related Party Notes and related accrued interest totaled $ 1.6 million as of December 31, 2024 , $ 61 thousand of which related to accrued interest and was recorded under interest payable due to related parties on the consolidated balance sheets. The principal balance of $ 1.5 million of the Related Party Notes is recorded under notes payable due to related parties on the consolidated balance sheets. See Note 19, Related Parties for additional details. Note 10. Royalties Payable LockeT Royalty On January 9, 2023, Old Catheter entered into an agreement with the Noteholders to forgive all accrued interest and future interest expense in exchange for a future royalty right. Under these agreements, the Company is obligated to pay the Noteholders a total royalty equal to 11.82 % of net sales of its LockeT device on a quarterly basis, commencing upon the first commercial sale, which occurred in April 2024, through December 31, 2035. As of December 31, 2024, the fair value of the royalty payable related to the agreement with the Noteholders was $ 9.2 million. The Company recorded a loss on the change in the fair value of $ 2.2 million for the year ended December 31, 2024. An additional royalty will be paid to the inventor of the LockeT device as detailed in the Royalty Agreement. In exchange for the assignment and all rights to LockeT, the Company will pay a 5 % royalty on net sales up to $ 1.0 million in royalties, payable annually in arrears, starting with the year ending December 31, 2022. After $ 1.0 million has been paid, and if, and only if, a US patent is granted by the United States Patent and Trademark Office, the Company will continue to pay a royalty at a rate of 2 % of net sales, until total cumulative royalties of $ 10.0 million have been paid. The royalty payments will apply to revenues through December 31, 2033, then will terminate regardless of whether the full $ 10.0 million has been paid. The Company recorded its first sales of LockeT devices during the year ended December 31, 2024, such that the Company owes $ 32 thousand in connection with the royalty agreements as of December 31, 2024. The Company did not owe any royalty payments as of December 31, 2023. AMIGO System Royalty During 2006 and 2007, Old Catheter entered into two investment grant agreements with a non-profit foundation for the purpose of funding the initial development of Old Catheter's AMIGO System, receiving a total of $ 1.6 million from the foundation. The agreement calls for the payment of the following sales-based royalties by Old Catheter to the foundation upon successful commercialization of the AMIGO System (in thousands, except for percentages): Until Royalty Payment Royalty Percentage Reaches a Total of 4 % $ 1,589 2 % $ 3,179 1% In perpetuity F- 23 Table of Contents The Company is not actively marketing and selling the AMIGO System, such that there was no royalty expense recorded for the years ended December 31, 2024 and 2023 in relation to the AMIGO System. The AMIGO System royalty has been earned and payment has been deferred to a future date. The AMIGO System royalty payable is recorded under royalties payable due to related parties in the consolidated balance sheets. Note 11. Leases The Company determines if an arrangement contains a lease at contract inception based on its ability to control a physically distinct asset in exchange for consideration. If the arrangement contains a lease, the Company then determines the classification of the lease as either operating or finance. For the years ended December 31, 2024 and 2023 , the Company only had operating leases. For operating leases, right-of-use (“ROU”) assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The present values of future lease payments are discounted using the interest rate implicit in the lease if it is readily determinable. As most leases do not provide an implicit rate, the Company applies an incremental borrowing rate based on the information available at commencement date to determine the present value of future lease payments over the lease term. The Company benchmarked itself against other companies with similar credit ratings and of comparable quality to derive an incremental borrowing rate. Lease expense is recognized on a straight-line basis over the lease term in the consolidated statements of operations. The Company elected to utilize the short-term lease exemption to exclude recognition of ROU assets and lease liabilities from the balance sheet for leases with an initial term of 12 months or less, with payments instead being expensed on a straight-line basis over the lease term. If a lease includes options to extend the lease term, the Company does not assume the option will be exercised in its initial lease term assessment unless there is reasonable certainty that the Company will renew based on an assessment of economic factors present as of the lease commencement date. The Company monitors its plans to renew its material lease each reporting period. The Company enters into contracts that contain both lease and non-lease components. Non-lease components include costs that do not provide a right-to-use a leased asset but instead provide a service such as maintenance costs. The Company has elected to account for the lease and non-lease components together as a single component for all classes of underlying assets. Variable costs associated with the lease, such as maintenance and utilities, are not included in the measurement of ROU assets and liabilities. Variable costs are expensed when the events determining the amount of variable consideration to be paid have occurred. South Carolina Office Lease Agreement On September 27, 2022, Old Catheter entered into a lease agreement for office space located in Fort Mill, South Carolina. The space is used for office and general use. The lease term began on October 1, 2022, is 38 months, and includes two months of free rent from the commencement date of the lease. The lease contains two distinct 36 -month renewal periods, which require 180 days’ notice of the Company's intention to exercise. As of December 31, 2024, the Company does not intend to exercise either of the two extension options. Total rent is $ 3,435 per month for the first ten months following the two months of free rent, with annual increases on the anniversary of the effective date. New Jersey Office Lease Agreement On December 7, 2022, Old Catheter entered into a lease agreement for office space located in Augusta, New Jersey. The space is used for office and general use. The lease term began on January 1, 2023 and is 24 months. The lease contains one 24 -month renewal period, which requires 9 months’ notice of the Company’s intent to exercise. In March 2024, the Company notified the landlord of its intent to extend the lease for a 12 -month period. In April 2024, a lease extension agreement was entered into extending the lease through December 31, 2025. Total rent is $ 1,207 per month through December 31, 2024, and $ 1,267 for the remaining term of the extended lease. Park City Office Lease Agreement On March 19, 2023, the Company entered into a lease agreement for office space located in Park City, Utah. The space is used for office and general use. The lease term began on May 1, 2023 and is 36 months. The lease contains one 36 -month renewal period, which requires 180 days’ notice of the Company's intention to exercise. As of December 31, 2024, the Company does not intend to exercise the extension option. Total rent is $ 3,200 per month for the first year with an annual increase of three percent per year on the anniversary of the effective date. F- 24 Table of Contents The following tables present supplemental balance sheet information related to operating leases for the years ended December 31, 2024 and 2023 : For the Year Ended December 31, 2024 2023 Operating lease expense $ 108 $ 94 Cash paid for leases $ 104 $ 95 For the Year Ended December 31, 2024 2023 Weighted average remaining lease term (in years) - operating leases 1.12 2.05 Weighted average discount rate - operating leases 8.58 % 8.56 % Future minimum lease payments for all lease obligations for the following five fiscal years and thereafter are as follows (in thousands): Years ending December 31: Operating Leases 2025 $ 98 2026 14 Total minimum lease payments 112 Less effects of discounting ( 1 ) Present value of future minimum lease payments $ 111 Operating lease right-of-use assets and lease liabilities were recorded in the consolidated balance sheets as follows: December 31, 2024 2023 Assets Operating lease right-of-use assets, net $ 105 $ 179 Current portion of operating lease liabilities $ 98 $ 91 Operating lease liabilities 13 97 Total lease liabilities $ 111 $ 188 F- 25 Table of Contents Note 12. Net Loss per Share The Company’s Series A Convertible Preferred Stock, of which no shares were outstanding as of December 31, 2024, and outstanding warrants to purchase common stock have participation rights to any dividends that may be declared in the future, such that they are participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, no loss is allocated to the participating securities since the holders have no contractual obligation to share in the losses of the Company. Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at December 31, 2024 , consisted of 1,265,601 shares of common stock issuable upon conversion of Series X Convertible Preferred Stock, 16,539,513 shares of common stock issuable upon exercise of outstanding warrants, and 95,605 shares of common stock issuable upon exercise of vested stock options. The weighted-average number of common shares outstanding as of December 31, 2024 includes the shares held in abeyance upon the exercise of certain existing warrants (see Note 13, Equity Offerings). In connection with the 2024 Warrant Inducement Offer, the Company agreed to issue the number of shares of common stock that would not cause a holder to exceed their beneficial ownership limitation and to hold the remaining balance of shares of common stock in abeyance. Accordingly, the Company held 3,096,00 shares of common stock in abeyance as of December 31, 2024 (the “Abeyance Shares”). The Abeyance Shares are evidenced through the holders’ existing warrants, which are now deemed to be fully prepaid. Since the Abeyance Shares are issuable for no consideration and do not contain any other conditions that must be satisfied by the holder to ultimately receive such shares of common stock, the Abeyance Shares were included in the weighted-average number of common shares and excluded from the anti-dilutive number of warrants included above as of December 31, 2024 . Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at December 31, 2023 , consisted of 286,125 shares of Series A Convertible Preferred Stock, 1,265,601 shares of Series X Convertible Preferred Stock, 1,104,214 warrants, and 21,465 stock options. Net loss attributable to common stockholders consists of net loss adjusted for deemed dividends. The Company recorded a deemed dividend for the modification of existing warrants and issuance of new warrants (see Note 13, Equity Offerings) of $ 5.2 million and $ 0.8 million for the years ended December 31, 2024 and 2023 , respectively. Note 13. Equity Offerings 2023 Warrant Inducement Offer On January 9, 2023, the Company reduced the exercise price of certain existing warrants (the “2023 Existing Warrants) held by an investor (the “Investor”) with exercise prices ranging from $ 140.00 to $ 5,265 per share of common stock to $ 40.00 per share of common stock (the “2023 Warrant Repricing”). The 2023 Existing Warrants were exercisable for 33,161 shares of the Company’s common stock. In connection with the 2023 Warrant Repricing, the Company entered into a Warrant Inducement Offer Letter with the Investor pursuant to which the Investor agreed to exercise the 2023 Existing Warrants at the reduced exercise price of $ 40.00 per share of common stock (the "2023 Warrant Inducement Offer"). The Company received approximately $ 1.3 million in gross proceeds. The Company paid placement agent aggregate cash fees plus other offering costs of approximately $ 0.2 million, resulting in net proceeds of $ 1.1 million. In consideration for exercising the 2023 Existing Warrants, the Company issued the Investor a new Series E common stock purchase warrant (the "Series E Warrant") to purchase 33,161 shares of common stock at an exercise price of $ 40.00 per share. The Series E Warrant is exercisable for five years from the date of stockholder approval. Exercise of the Series E Warrant in full was subject to approval of the Company's stockholders other than the Investor, which was obtained at a special meeting of the Company's stockholders held on March 21, 2023 ( the "Stockholders' Meeting"). The incremental fair value of the repriced warrants amounted to $ 0.3 million and the fair value of Series E Warrants totaled $ 1.9 million. The relative fair value of such amounts was recorded to additional paid-in capital concurrent with the exercise of the 2023 Existing Warrants. As a result of the 2023 Warrant Inducement Offer, the Company presents a deemed dividend for the modification of the 2023 Existing Warrants and issuance of the Series E Warrants of $ 0.8 million for the year ended December 31, 2023. The deemed dividend was included in net loss attributable to common stockholders in the calculation of net loss per share in the consolidated statements of operations. The 2023 Existing Warrants were valued on the date of the 2023 Warrant Repricing using the Black-Scholes model based on the following assumptions: 5/22/2020 Raise 8/3/2020 Raise Series B Series C Risk-free interest rate 4.06 % 4.06 % 3.60 % 3.66 % Volatility 135.35 % 132.55 % 115.42 % 127.65 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Expected life (in years) 2.4 2.6 6.5 4.5 F- 26 Table of Contents The Series E Warrants were also valued on the date of the 2023 Warrant Repricing at approximately $ 1.9 million using the Black-Scholes model based on the following assumptions: Risk-free interest rate 3.66 % Volatility 124.07 % Expected dividend yield 0.00 % Expected life (in years) 5.0 Private Placement On January 9, 2023, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) for a private placement (“Private Placement”) with the Investor. Pursuant to the Securities Purchase Agreement, the Investor agreed to purchase, for an aggregate purchase price of approximately $ 8.0 million, (a) Class A Units at a price that was the lower of $ 3.00 per unit and 90 % of the 5 day volume weighted average price of the Company’s common stock immediately prior to obtainment of the approval of the Company’s stockholders to convert the PIPE Preferred Stock and PIPE Warrants (as each are defined below), without adjusting such price for the reverse stock split, each consisting of one tenth of one share of common stock, one tenth of one Series F common stock purchase warrant (“Series F Warrant”) and one tenth of one Series G common stock purchase warrant (“Series G Warrant”, and together with the Series F Warrants, the “PIPE Warrants”) and (b) Class B Units at a price of $ 1,000 per unit, each consisting of one share of a new series of the Company’s preferred stock, designated as Series A Convertible Preferred Stock (the “PIPE Preferred Stock”), par value $ 0.0001 , and one tenth of one Series F Warrant and one tenth of one Series G Warrant for each one - tenth of one share of the Company’s common stock underlying the PIPE Preferred Stock (each share of which is convertible into a number of shares of the Company’s common stock equal to $ 1,000 divided by the lower of $ 30.00 and 90 % of the 5 day volume weighted average closing price, multiplied by ten in order to reflect the impact of the reverse stock split of the Company’s common stock immediately prior to the obtainment of the approval of the Company’s stockholders of the conversion of the PIPE Preferred Stock and PIPE Warrants, or the Preferred Conversion Rate). The closing under the Securities Purchase Agreement and the sale and issuance of the Class A Units and Class B Units (and the issuance of any underlying common stock) were approved at the Stockholders’ Meeting. At the closing of the Private Placement, the Company issued 497,908 Class A Units for proceeds of approximately $ 0.9 million and 7,203 Class B Units for proceeds of approximately $ 7.1 million, which contained preferred shares that were convertible into up to 450,123 shares of common stock, as well as the issuance of warrants described below. The PIPE Warrants, including Series F Warrants and Series G Warrants, were exercisable at an exercise price of $ 30.00 per share, subject to adjustments as provided under the terms of the PIPE Warrants. The PIPE Warrants were exercisable at any time on or after the closing date of the Private Placement until the expiration thereof, except that the PIPE Warrants could not be exercised if, after giving effect thereto, the purchaser would beneficially own more than 4.99 %, or the Maximum Percentage, of the outstanding shares of common stock of the Company, which Maximum Percentage could be increased or decreased by the purchaser with written notice to the Company to any other percentage specified not in excess of 9.99 %. The Series F Warrants had a term of two years from the date of stockholder approval, and the Series G Warrants had a term of six years from the date of stockholder approval. The Series F Warrants and Series G Warrants were approved at the Stockholders’ Meeting. The Series F Warrants and Series G Warrants were valued, in aggregate, at approximately $ 5.5 million using the Black-Scholes model based on the following assumptions: Series F Series G Risk-free interest rate 3.8 % 3.4 % Volatility 80.0 % 74.0 % Expected dividend yield 0.0 % 0.0 % Expected life (in years) 2.0 6.0 The proceeds from the Securities Purchase Agreement were allocated to the equity instruments issued based on their relative fair values and recorded in additional paid-in capital. Shares of PIPE Preferred Stock, the conversion of which was approved at the Stockholders’ Meeting, were convertible into common stock at the option of the holder at the Preferred Conversion Rate, subject to certain ownership limitations as described below. The conversion price was subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. Subject to limited exceptions, holders of shares of PIPE Preferred Stock did not have the right to convert any portion of their Preferred Stock if the holder, together with its affiliates, would beneficially own in excess of 4.99 % (or up to 9.99 % at the election of the holder) of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion. Holders of PIPE Preferred Stock were entitled to receive dividends on shares of PIPE Preferred Stock equal, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the PIPE Preferred Stock did not have voting rights. The Company also entered into a registration rights agreement with the purchasers requiring the Company to register the resale of the shares of common stock, the shares issuable upon exercise of the Warrants and the shares issuable upon the conversion of the PIPE Preferred Stock. Placement fees In connection with offerings completed by the Company in 2022, (the "2022 Offerings"), the Company entered into an agreement with a placement agent that, subject to satisfaction of the requirements contained therein, called for a placement fee payable based on capital raised from certain investors for a definitive time following the expiration of the agreement. The accrued placement fee of approximat ely $ 1.4 million r elated t o the 2022 Offerings is included in accrued expenses in the consolidated balance sheets as of December 31, 2024 and 2023. Additionally, the agreement called for the issuance of warrants with the following terms: Number of shares Exercise Price Expiration 3,300 $ 312.50 5 years 3,100 $ 175.00 5 years F- 27 Table of Contents The warrants were valued on the date of the 2022 Offerings using the Black-Scholes model based on the following assumptions: Value ($ in millions) Expected Volatility Risk-Free Interest Rate Expected Dividend Yield Expected Term (years) $ 0.4 93.25 % 1.81 % 0 % 5.0 $ 0.2 96.70 % 2.87 % 0 % 5.0 September 2024 Public Offering On September 3, 2024, in connection with the September Public Offering (see Note 1 ), the Company sold an aggregate of 805,900 Common Stock Units and 2,773,000 Pre-Funded Warrant Units at a public offering price of $ 1.00 per Common Stock Unit and $ 0.9999 per Pre-Funded Warrant Unit. The Company received gross proceeds of approximately $ 3.6 million less underwriting discounts and commissions of $ 1.0 million, resulting in net proceeds of $ 2.6 million. Each Common Stock Unit consists of: (i) one share of the Company's Common Stock, (ii) a Series H Warrant to purchase one share of Common Stock at an exercise price of $ 1.00 per share that expires six months from the date of issuance, (iii) a Series I Warrant to purchase one share of Common Stock at an exercise price of $ 1.00 per share that expires eighteen months from the date of issuance, and (iv) a Series J Warrant to purchase one share of Common Stock at an exercise price of $ 1.00 per share that expires five years from the date of issuance. Each Pre-Funded Warrant Unit consists of: (i) one Pre-Funded Warrant to purchase one share of Common Stock at an exercise price of $ 0.0001 per share with no expiration date, (ii) one Series H Warrant, (iii) one Series I Warrant (iv) and one Series J Warrant. Pursuant to the Underwriting Agreement, the Company granted the Representative a 45 -day Overallotment Option to purchase up to (i) 468,041 additional shares of Common Stock, (ii) 468,041 additional Series H Warrants, (iii) 468,041 additional Series I Warrants, and/or (iv) 468,041 additional Series J Warrants, solely to cover over-allotments. On August 30, 2024, the Underwriters partially exercised the Overallotment Option to purchase an additional 458,623 shares of Common Stock, 458,623 Series H Warrants, 458,623 Series I Warrants, and 458,623 Series J Warrants, or 458,623 Common Stock Units. The Common Stock Units issued through the exercise of the Overallotment Option are included in the 805,900 Common Stock Units noted abo ve. The Overallotment Option expired on October 14, 2024. Furthermore, at the closing date, the Company agreed to deliver to the Representative warrants to purchase an aggregate number of shares of Common Stock equal to 6 % of the shares of Common Stock (i) issued in connection with the September 2024 Public Offering and (ii) issuable upon the exercise of the Pre-Funded Warrants. Therefore, the Company issued 214,734 warrants to the Representative and its designees (the “Representative Warrants”). The Representative Warrants are part of the underwriter costs and commissions incurred in connection with the September 2024 Public Offering. The Representative Warrants may be exercised to purchase one share of Common Stock at an exercise price of $ 1.55 per share and expire five years from the date of issuance. Each Series H Warrant, Series I Warrant, Series J Warrant (collectively, the “Series Warrants”), and Pre-Funded Warrant is immediately exercisable. The exercise price of the Series Warrants and Pre-Funded Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s Common Stock. Subject to limited exceptions, a holder of the Series Warrants will not have the right to exercise any portion of its Series Warrants if the holder (together with such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99 %, or in the case of certain holders 9.99 %, of the shares of Common Stock then outstanding (the “Beneficial Ownership Limitation”). Similarly, a holder of the Pre-Funded Warrants has a Beneficial Ownership Limitation of 9.99 %. At the holder’s option, the holder of the Series Warrants may increase the beneficial ownership limitation to 19.99 % of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company. The Representative Warrants are exercisable six months after the effective date of the Registration Statement filed by the Company on August 29, 2024. The Representative Warrants further have a Beneficial Ownership Limitation of 4.99 %, which may be increased to 9.99 % of the shares of Common Stock then outstanding at the option of the Representative. Any increase in the Beneficial Ownership Limitation will become effective upon 61 days’ prior notice to the Company. The Company assessed the Series Warrants, Pre-Funded Warrants, and Representative Warrants issued in connection with the September 2024 Public Offering (collectively, the “September 2024 Warrants”) and determined that they do not require liability classification pursuant to ASC 480. Furthermore, the September 2024 Warrants do not have any net cash settlement provisions that would preclude equity classification under ASC 815 - 40. Accordingly, the September 2024 Warrants were recorded to additional paid-in capital in the consolidated balance sheets. F- 28 Table of Contents 2024 Warrant Inducement Offer On October 25, 2024, the Company executed the 2024 Warrant Inducement Offer (see Note 1 ) with certain holders of the Company’s existing warrants (Series E, Series F, Series G, Series H and Series I Warrants, collectively the “2024 Existing Warrants”). Pursuant to the terms of the 2024 Warrant Inducement Offer, the Company agreed to lower the exercise price per share of common stock for all holders of the 2024 Existing Warrants, including those that did not participate in the 2024 Warrant Inducement Offer. The 2024 Existing Warrants had exercise prices ranging from $ 1.00 to $ 40.00 per share of Common Stock. Following the closing of the 2024 Warrant Inducement Offer, the Holders immediately exercised an aggregate of (i) 33,160.8 Series E Warrants, (ii) 499,909.34 Series F Warrants, (iii) 499,909.34 Series G Warrants, (iv) 1,990,000 Series H Warrants, and (v) 2,325,000 Series I Warrants to purchase 5,347,981 shares of common stock at a reduced exercise price of $ 0.70 per share. The Company received aggregate gross proceeds of $ 3.7 million in cash, prior to deducting placement agent fees and offering expense of $ 0.4 million. In consideration for the immediate exercise of the 2024 Existing Warrants for cash, the Company issued unregistered new Series K common stock purchase warrants (“Series K Warrants”) to purchase up to 10,695,962 shares of common stock. The Series K Warrants have an exercise price of $ 0.70 per share of common stock, were not exercisable until stockholders approval was obtained (“Stockholder Approval”), and have a term of 5.5 years following Stockholder Approval. Stockholder Approval was obtained on January 13, 2025. In connection with the closing, the Company issued Placement Agent Warrants to the Placement Agent to purchase up to 320,879 shares of common stock on the same terms as the Series K Warrants, except that the exercise price is $ 1.085 per share and the warrants are exercisable six months after the date of issuance. As a result of the 2024 Warrant Inducement Offer, the Company recorded a deemed dividend for the modification of the 2024 Existing Warrants and issuance of the Series K Warrants of $ 5.2 million for the year ended December 31, 2024 . The deemed dividend was included in net loss attributable to common stockholders in the calculation of net loss per share in the consolidated statements of operations. Pursuant to the terms of the 2024 Warrant Inducement Offer, in the event that the exercise of the 2024 Existing Warrants would cause a holder to exceed the beneficial ownership limitations included therein, the Company would issue the number of shares of common stock that would not cause a holder to exceed such beneficial ownership limitations and hold the remaining balance of shares of common stock in abeyance. Accordingly, as of December 31, 2024, the Company held an aggregate of 3,096,000 shares of common stock in abeyance (the “Abeyance Shares”). The Abeyance Shares are evidenced through the holder’s existing warrants, which are deemed to be prepaid. The Abeyance Shares will be held by the Company until the holder sends notice that the remaining balance of shares of common stock may be issued without surpassing the beneficial ownership limitations. Until such time, the Abeyance Shares are evidenced through the holder’s existing warrants ( September 2024 Prepaid Series H Warrants and September 2024 Prepaid Series I Warrants) and are included in the Company’s table of outstanding warrants below. F- 29 Table of Contents Warrants The following table presents the number of common stock warrants outstanding: Warrants outstanding, December 31, 2023 1,104,217 Issued 24,741,275 Exercised ( 6,209,979 ) Expired — Warrants outstanding, December 31, 2024 19,635,513 As of December 31, 2024 and December 31, 2023 , all warrants outstanding are recorded in additional paid-in capital in the consolidated balance sheets. The following table presents the number and type of common stock purchase warrants outstanding, their exercise price, and expiration dates as of December 31, 2024 : Warrants Warrant Type Outstanding Exercise Price Expiration Date May 2020 Warrants 1,275 $ 5,625.00 5/20/2025 May 2020 Placement Agent Warrants 124 $ 7,031.25 5/20/2025 August 2020 Warrants 1,943 $ 4,375.00 8/3/2025 August 2020 Placement Agent Warrants 192 $ 5,468.75 7/30/2025 August 2021 Pharos Banker Warrants 148 $ 1,495.00 8/16/2026 February 2022 Series B Warrants 39,153 $ 140.00 2/4/2029 July 2022 Series C Warrants 28,402 $ 140.00 7/22/2027 September 2024 Series H Warrants 578,900 $ 0.70 3/3/2025 September 2024 Prepaid Series H Warrants (1) 1,366,000 $ — None September 2024 Series I Warrants 1,078,900 $ 0.70 3/3/2026 September 2024 Prepaid Series I Warrants (1) 1,730,000 $ — None September 2024 Series J Warrants 3,578,901 $ 1.00 9/3/2029 September 2024 Representative Warrants 214,734 $ 1.55 8/29/2029 October 2024 Series K Warrants 10,695,962 $ 0.70 7/13/2030 October 2024 Placement Agent Warrants 320,879 $ 1.09 4/25/2030 19,635,513 As of December 31, 2024 , the warrants issued by the Company had a weighted average exercise price of $ 2.05 . ( 1 ) In calculating net loss per share, the Abeyance Shares were included in the weighted-average number of common shares and excluded from the anti-dilutive number of warrants excluded from the net loss per share calculation (see Note 12, Net Loss Per Share). F- 30 Table of Contents Note 14. Preferred Stock Series X Convertible Preferred Stock As described in Note 3, above, pursuant to the Merger Agreement, all Old Catheter common stock shares issued and outstanding and convertible promissory notes, representing an aggregate principal balance of $ 25.2 million, were converted into a right to receive 14,649.592 shares of a new class of the Company’s preferred stock, designated Series X Convertible Preferred Stock. Series X Convertible Preferred Stock has no voting rights prior to the conversion into common stock. While there are generally no voting rights of the Series X Convertible Preferred Stock, there are protective rights regarding the sales of the company, change of control, etc. Series X Preferred Stock may convert into common stock only if the Company’s common stock has been delisted from the NYSE American or has been approved for initial listing on the NYSE American or another stock exchange, at a rate of 100 shares of common stock for each share of Series X Convertible Preferred Stock. Other than dividends payable in shares of Common Stock, Holders of Series X Convertible Preferred Stock will be entitled to receive dividends on shares of Series X Convertible Preferred Stock equal, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of Common Stock. Upon consummation of the Merger, each holder of Old Catheter convertible promissory notes received, in exchange for discharge of the principal of their Notes, a number of shares of the Company's Series X Convertible Preferred Stock representing a potential right to convert into the Company's common stock in an amount equal to one common share for each $ 32.00 of principal amount. On March 21, 2023, the Company held the Stockholders' Meeting, at which the stockholders approved, among other things, the issuance of 199,359 shares of common stock upon the conversion of 1,993.581 of Series X Convertible Preferred Stock which were issued upon the closing of the Merger (see Note 3, Business Combination). On March 23, 2023, the Company issued 197,491 shares of common stock upon the conversion of 1,974.905 of Series X Convertible Preferred Stock. On October 24, 2023, the remaining 1,868 shares of common stock were issued upon the conversion of 18.676 shares of Series X Convertible Preferred Stock. The remaining 12,656 shares of Series X Convertible Preferred Stock are expected to remain outstanding until the Company meets the initial listing standards of the NYSE American or another national securities exchange or is delisted from the NYSE American, at which time they will convert into common stock. F- 31 Table of Contents Series A Convertible Preferred Stock As described in Note 13, on January 9, 2023, the Company entered into a Securities Purchase Agreement for a Private Placement with the Investor. Pursuant to the Securities Purchase Agreement, shares of Series A Convertible Preferred Stock were issued, the conversion of which was approved at the Stockholders’ Meeting. After the final conversion on July 23, 2024, the Company had no shares of Series A Convertible Preferred Stock outstanding. The Series A Convertible Preferred Stock converted into common stock at the option of the holder at the Preferred Conversion Rate, subject to certain ownership limitations as described below. The conversion price was subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. Subject to limited exceptions, holders of shares of Series A Convertible Preferred Stock did not have the right to convert any portion of their Series A Convertible Preferred Stock if the holder, together with its affiliates, would beneficially own in excess of 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion. Holders of Series A Convertible Preferred Stock were entitled to receive dividends on shares of Series A Convertible Preferred Stock equal, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of the common stock. Except as otherwise required by law, the Series A Convertible Preferred Stock did not have voting rights. The Company also entered into a registration rights agreement with the purchasers requiring the Company to register for resale the shares of common stock issuable upon the conversion of the Series A Convertible Preferred Stock. Those shares of common stock were registered for resale on an effective registration statement on Form S- 1. The following conversions of Series A Convertible Preferred Stock occurred subsequent to the issuance and prior to December 31, 2024 : Date of Conversion Series A Shares Converted Common Shares Issued July 5, 2023 1,750 109,355 July 24, 2023 875 54,678 January 24, 2024 875 54,678 July 1, 2024 1,303 81,423 July 11, 2024 1,000 62,489 July 22, 2024 1,000 62,500 July 23, 2024 400 25,000 Each share of Series A Convertible Preferred Stock was convertible into approximately 62.5 shares of common stock. The common stock was issued pursuant to the exemption contained in Section 3 (a)( 9 ) of the Securities Act of 1933, as amended (the “Act”), which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The shares issued have been registered for resale on an effective registration statement on Form S- 1. As of December 31, 2024 , the Company had no shares of Series A Convertible Preferred Stock outstanding. Note 15. Stock-Based Compensation 2018 Equity Incentive Plan In September 2018, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2018 Equity Incentive Plan (the “2018 Plan”), which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. In July 2023, the 2018 Plan was replaced by the 2023 Equity Incentive Plan (the "2023 Plan"), as described below. As of July 2023, no additional awards could be made under the 2018 Plan and no shares of common stock were reserved for future issuance. As of December 31, 2024 , there are 7 non-statutory stock options outstanding under the 2018 Plan. Three expire in June 2028 and four expire in January 2030. F- 32 Table of Contents 2018 Employee Stock Purchase Plan In September 2018, the Company's board of directors adopted the 2018 Employee Stock Purchase Plan (the “ESPP”), which permitted eligible employees to purchase the Company’s common stock at a discount through payroll deductions during defined offering periods. Eligible employees could elect to withhold up to 15 % of their base earnings to purchase shares of the Company’s common stock at a price equal to 85 % of the fair market value on the first day of the offering period or the purchase date, whichever was lower. The number of shares of common stock reserved for issuance under the ESPP automatically increased on January 1 of each fiscal year by the lesser of ( 1 ) 23 shares, ( 2 ) 1.25 % of the total number of shares outstanding on December 31 of the preceding fiscal year, or ( 3 ) such other amount as the Company’s board of directors may determine. In April 2024, the Company formally terminated the ESPP. For the years ended December 31, 2024 and December 31, 2023 , no cash was received from the exercise of purchase rights under the ESPP in each respective period. As of December 31, 2024 , the Company had issued 95 shares of common stock since inception of the ESPP, and no shares were reserved for future issuance. As of December 31, 2023 , the Company had issued 95 shares of common stock since inception of the ESPP, and 2 shares were reserved for future issuance. Upon termination of the ESPP in April 2024, the reserved shares were released back to the authorized pool. 2020 Inducement Equity Incentive Plan In March 2020, the Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Plan”) for the purpose of attracting, retaining and incentivizing employees in furtherance of the Company’s success. The 2020 Plan was adopted without stockholder approval pursuant to Rule 303A.08 of the New York Stock Exchange. The 2020 Plan is used to offer equity awards as material inducements for new employees to join the Company. Upon adoption of the 2020 Plan, 64 shares of common stock were reserved for the granting of inducement stock options, restricted stock awards, restricted stock units and other forms of equity awards. As of December 31, 2024 and December 31, 2023 , 0 and 54 shares of common stock were reserved for future issuance under the 2020 Plan. In April 2024, the Company terminated the 2020 Plan at which time the reserved shares were released back to the authorized pool. Stock options assumed in Merger (See Note 3, Business Combination) At the closing of the Merger, each outstanding option to purchase Old Catheter common stock that had not previously been exercised prior to the closing of the Merger was assumed and converted into options to purchase 75,367 shares of the Company’s common stock (“Replacement Options”). Additionally, no Old Catheter options were amended in connection with the Merger. All the Replacement Options vested in accordance with the original terms of the grants in place at the time of the Merger. As a result, $ 3.4 million of the purchase price consideration, which represented the estimated fair value of Old Catheter’s assumed stock options, and $ 1.1 million of stock-based compensation expense, which represents the excess of the estimated fair value of the Replacement Options over the assumed Old Catheter stock options, were recognized upon the closing of the Merger. 2023 Equity Incentive Plan In July 2023, the Company’s stockholders approved the 2023 Plan as defined above, which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants. Stock options granted under the 2023 Plan to employees and consultants generally will vest annually over a five -year period or as determined by the Board’s Compensation Committee, while grants to non-employee directors generally vest quarterly over a three -year period. As of December 31, 2024 and December 31, 2023, 926,882 and 50,186 shares of common stock were reserved for issuance pursuant to future awards under the 2023 Plan. The number of shares available for issuance under the 2023 Plan also includes a quarterly increase commencing on September 1, 2023 by an amount equal to the lesser of (i) 10 % of the number equal to the number of shares of common stock outstanding on the applicable adjustment date less the number of shares of common stock outstanding at the beginning of the fiscal quarter immediately preceding the adjustment date, but if such number is a negative number, then the increase will be zero; or (ii) such lesser number of shares as may be determined by the Board. On January 8, 2024, the Compensation Committee (the "Committee") of the Board approved the issuance of a total of 28,500 non-qualified stock options under the 2023 Plan. During 2024, 7,500 of these non-qualified options were issued to non-employee directors that vest at 8 1/3% per quarter for 3 years with an exercise price of $ 4.00 and expiration date of January 8, 2034. The remaining 21,000 non-qualified options were issued to employees and consultants and vest at 20 % per year for 5 years with an exercise price of $ 4.00 and expiration date of January 8, 2034. On February 26, 2024, the Committee approved the issuance of a total of 15,000 incentive stock options under the 2023 Plan. All options were issued to employees and vest at 20 % per year for 5 years with an exercise price of $ 4.20 and expiration date of February 26, 2034. On April 24, 2024, the Committee approved the issuance of a total of 12,500 incentive stock options under the 2023 Plan. All options were issued to employees and vest at 20 % per year for 5 years with an exercise price of $ 4.60 and expiration date of April 24, 2034. On July 9, 2024, the Committee approved the issuance of a total of 10,000 incentive stock options under the 2023 Plan. All options were issued to employees and vest at 20 % per year for 5 years with an exercise price of $ 3.50 and expiration date of July 9, 2034. F- 33 Table of Contents The options issued for the 2023 Plan for the year ended December 31, 2024 were valued at approximately $ 262 thousand using the Black-Scholes model based on the following assumptions on the date of issue: Non-Employee Director Options Issued January 8, 2024 Employee Options Issued January 8, 2024 Employee Options Issued February 26, 2024 Employee Options Issued April 24, 2024 Employee Options Issued July 9, 2024 Risk-free interest rate 4.01 % 4.01 % 4.28 % 4.65 % 4.30 % Volatility 175.36 % 175.36 % 178.14 % 211.61 % 214.61 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Expected life (in years) 6.5 6.5 6.5 6.5 6.5 The following is a summary of stock option activity for the options for the year ended December 31, 2024 (in thousands, except for weighted average price and remaining life): Weighted Weighted Average Average Aggregate Exercise Remaining Intrinsic Stock Options Price Life Value Outstanding at December 31, 2023 21,465 $ 64.71 6.38 $ — Options exercised — — — — Options granted 66,000 4.08 — — Cancelled/forfeited ( 16,860 ) 4.49 — — Outstanding at December 31, 2024 70,605 $ 20.88 8.38 $ — Vested and expected to vest at December 31, 2024 70,605 $ 20.88 8.38 $ — Exercisable at December 31, 2024 18,352 $ 68.64 5.96 $ — Non-Plan Options Issued On April 24, 2024, the Board approved the issuance of a total of 25,000 Non-Plan Options as an employment incentive for the position of Chief Commercial Officer. The options were issued on May 1, 2024, the first day of employment and vest at 20 % per year for 5 years with an exercise price of $ 5.321 and an expiration date of May 1, 2034. The Non-Plan Options issued were valued at approximately $ 131 thousand using the Black-Scholes model based on the following assumptions on the date of issue: Non-Plan Options Issued May 1, 2024 Risk-free interest rate 4.63 % Volatility 211.61 % Expected dividend yield 0.00 % Expected life (in years) 6.5 The following is a summary of stock option activity for the Non-Plan options for the year ended December 31, 2024 (in thousands, except for weighted average price and remaining life): Weighted Weighted Average Average Aggregate Exercise Remaining Intrinsic Stock Options Price Life Value Outstanding at December 31, 2023 — $ — — $ — Options exercised — — — — Options granted 25,000 5.32 — — Cancelled/forfeited — — — — Outstanding at December 31, 2024 25,000 $ 5.32 9.33 $ — Vested and expected to vest at December 31, 2024 25,000 $ 5.32 9.33 $ — Exercisable at December 31, 2024 — $ — — $ — Restricted Stock Units All restricted stock units have been forfeited or vested as of December 31, 2023. Restricted Stock Awards All restricted stock awards have been forfeited or vested as of December 31, 2023. Stock-based compensation expense for the years ended December 31, 2024 and 2023 was $ 54 thousand and $ 1.2 million , respectively, in selling, general and administrative expenses in the consolidated statements of operations. Total unrecognized estimated stock-based compensation expense by award type and the remaining weighted average recognition period over which such expense is expected to be recognized at December 31, 2024 was as follows: Unrecognized Expense (in thousands) Remaining Weighted Average Recognition Period (in years) Stock options (Non-Plan Options) $ 113 4.3 Stock options (2023 Plan Options) $ 178 4.1 Restricted stock awards $ — — Restricted stock units $ — — F- 34 Table of Contents Note 16. Income Taxes A reconciliation of the differences between the U.S. statutory federal income tax rate and the effective tax rate as provided in the consolidated statements of operations is as follows: For the Year Ended December 31, 2024 2023 U.S. federal statutory rate ( 21.0 )% ( 21.0 )% Section 382 NOL limitation 75.7 % — Nondeductible expenses 0.1 % 0.2 % State income taxes, net of federal benefits 33.8 % 2.2 % Stock-based compensation 0.3 % 6.4 % Royalty mark to market 3.5 % ( 2.1 )% Change in valuation allowance ( 70.7 )% 16.7 % Purchase accounting — ( 20.5 )% Goodwill impairment — 18.1 % Other 1.6 % — Effective tax rate 23.3 % 0.0 % The federal and state income tax provision is summarized as follows (in thousands): For the Year Ended December 31, 2024 2023 Current Federal $ — $ — State — — — — Deferred Federal 3,049 — State 91 — 3,141 — Income tax expense $ 3,141 $ — Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes, and (b) operating losses and tax credit carryforwards. F- 35 Table of Contents The tax effects of significant components of the Company’s deferred tax assets (liabilities) are as follows (in thousands): December 31, 2024 2023 Deferred tax assets: Net operating loss carryforwards $ 12,358 $ 24,829 Stock-based compensation 15 49 Capitalized research and development 896 1,201 Intangible assets 41 53 Operating lease liabilities 25 44 Accrued compensation 5 2 Other accruals 3 — Fixed asset basis 3 — R&D credits — 589 Total gross deferred tax assets 13,346 26,767 Deferred tax liabilities: Fixed asset basis — ( 1 ) Operating lease right-of-use assets ( 24 ) ( 42 ) Intangible assets ( 5,506 ) ( 6,216 ) Total gross deferred tax liabilities ( 5,530 ) ( 6,259 ) Valuation allowance ( 10,957 ) ( 20,508 ) Net deferred tax liabilities $ ( 3,141 ) $ — At December 31, 2024 , and December 31, 2023 the Company had available Federal Net Operating Loss (NOL) carryforwards of $ 104.3 million. For State purposes, such NOL carryforwards were $ 63.8 million. The net operating losses begin expiring in 2027. Use of these NOL carryforwards may be significantly limited under the tax rules regarding the use of losses following an ownership change under Internal Revenue Code (“IRC”) Section 382. The Company experienced a change in control during 2023 and 2024. Accordingly, utilization of its respective consolidated and/or separately computed NOL's is subject to an annual limitation for federal tax purposes under IRC Section 382. Due to this change in control, the Company estimates that $ 46.2 million of $ 104.3 million federal NOL carryforward is effectively eliminated under IRC Section 382. Moreover, $ 61.2 million of its $ 63.8 million state NOL carry forward is also eliminated. As a result of these eliminations, the Company's federal and state NOLs were reduced to approximately $ 58.2 million and $ 2.6 million, respectively, before valuation allowance. The valuation allowance relates to deferred tax assets for certain items that will be deductible for income tax purposes under very limited circumstances and for which the Company believes it is not more likely than not that it will realize the associated tax benefit. However, in the event that the Company determines that it would be able to realize more or less than the recorded amount of net deferred tax assets, an adjustment to the deferred tax asset valuation allowance would be recorded in the period such a determination is made. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than- not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax planning strategies in making this assessment. Based upon the levels of historical taxable income, projections of future taxable income and the reversal of deferred tax liabilities over the periods in which the deferred tax assets are deductible, management believes it is more-likely-than- not that the Company will not realize the benefits of these deductible differences, net of the existing valuation allowance. The amount of deferred tax asset considered realizable, however, could change in the near term if estimates which require significant judgment of future taxable income during the carryforward period are increased or decreased. The valuation allowance decreased by $ 9.5 million from $ 20.5 million as of December 31, 2023 to $ 11.0 million as of December 31, 2024. F- 36 Table of Contents The Company recognizes interest and penalties relating to uncertain tax positions in income tax expense . No amounts were recorded in 2024 and 2023 . Effective January 1, 2023, repurchases of Company stock are subject to a nondeductible excise tax under the Inflation Reduction Act of 2022 equal to 1.0% of the fair market value of the shares repurchased, subject to certain limitations. There was no impact to the Company’s financial condition or results of operations in 2023 and 2024 as a result of the excise tax. The Company files income tax returns as prescribed by tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal, state and local jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. The Company has no open income tax audits with any taxing authority as of December 31, 2024. The Company is still subject to income tax examinations by U.S. federal and state tax authorities for the years 2021 through 2023. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses were generated and carried forward, and make adjustments up to the amount of the net operating loss carryforward amount. Note 17. Commitments and Contingencies In the normal course of business, the Company is at times subject to pending and threatened legal actions. In management’s opinion, any potential loss resulting from the resolution of these matters will not have a material effect on the results of operations, financial position or cash flows of the Company. As of December 31, 2024 , the Company had no outstanding litigation. Note 18. Employee Benefit Plan In January 2019, the Company established a defined contribution plan under Section 401 (k) of the Internal Revenue Code ( “401 (k) Plan”). Under the terms of the 401 (k) Plan, all full-time employees were eligible to make voluntary contributions as a percentage or defined amount of compensation. The Company made matching contributions based on 100 % of each employee’s contribution up to 3 % and 50 % of contributions between 3 % and 5 %, with the match-eligible contribution limited to 4 % of the employee’s eligible compensation. The Company cancelled the 401 (k) Plan effective March 10, 2023 and distributed all assets held by the 401 (k) Plan to the participants. The Compan y had no expenses related to the matching contributions for the years ended December 31, 2024 and 2023 . Note 19. Related Parties Prior to the Merger, David A. Jenkins, the Company’s current Executive Chairman of the Board and Chief Executive Officer, and Old Catheter’s Chairman of the Board of Directors, and his affiliates held approximately $ 25.1 million of Old Catheter’s Convertible Promissory Notes, or the Notes, that were converted into 7,856.251 shares of Series X Convertible Preferred Stock in connection with the Merger (see Note 3, Business Combination, and Note 14, Preferred Stock). In consideration for forgiving the interest accrued but remaining unpaid under the Notes in an aggregate amount of approximately $ 13.9 million, Mr. Jenkins and his affiliates also received royalty rights equal to approximately 12 % of the net sales, if any, of LockeT, commencing upon the first commercial sale and through December 31, 2035. The Company entered into an additional royalty agreement for the LockeT device with Auston Locke, who is the son of Robert Locke, VP of Product Development. Under this agreement, the Company will pay a 5 % royalty rate on net sales up to $ 1 million in cumulative royalties. If a patent is obtained, the royalty rate will be 2 % of net sales until the Company has paid a total of $ 10 million in cumulative royalties. Refer to Note 2, Summary of Significant Accounting Policies and Note 10, Royalties Payable for additional information over the royalties payable due to these related parties. In addition to the shares described above that were issued in connection with the Notes, Mr. Jenkins and his affiliates received 1,325.838 shares of Series X Convertible Preferred Stock in the Merger, and Mr. Jenkins’ adult children received 1,284.344 shares of Series X Convertible Preferred Stock in the Merger, all in exchange for their equity interests in Old Catheter in accordance with the Merger exchange ratio. In connection with the Merger (see Note 3, Business Combination), the Company assumed $ 1.4 million of accrued expenses and advances, of which $ 1.1 million was due to Mr. Jenkins and was paid on January 10, 2023. F- 37 Table of Contents Mr. Jenkins’ daughter, the Company’s non-executive Chief Operating Officer, received options to purchase 14,416 shares of the Company’s common stock upon the closing of the Merger in exchange for her options to purchase shares of Old Catheter common stock, converted based on the exchange ratio in the Merger. Of the total options to purchase 14,416 shares of the Company’s common stock, 14,081 options have an exercise price of $ 5.90 per share, and the remaining 335 options have an exercise price of $ 20.20 per share. Following stockholder approval on March 21, 2023, the Company issued 99,182 shares of common stock to Mr. Jenkins and affiliates upon conversion of 991.828 shares of Series X Convertible Preferred Stock, and 23,532 shares of common stock to his adult children upon conversion of 235.320 shares of Series X Convertible Preferred Stock. On May 1, 2024, Marie-Claude Jacques, the Company’s Chief Commercial Officer, received a non-plan option to purchase 25,000 shares of the Company’s common stock. The options have an exercise price of $ 5.321 per share, vest at 20 % per year for 5 years and expire in May 2034. During the year ended December 31, 2024, the Company entered into various short-term promissory notes with various related parties (the “Related Party Notes”). These Related Party Notes had a maturity date of August 30, 2024 and interest rates of 8 % per annum. On August 23, 2024, the Notes were amended to extend the maturity date to January 31, 2026 and increase the interest rate to 12 % per annum effective August 31, 2024. See Note 9, Notes Payable for further information. The related parties and the amounts owed to each related party are summarized in the following table (in thousands): Related Party Issuance Date Principal Amount Interest Paid Interest Accrued David Jenkins 5/30/2024 $ 500 $ 10 $ 20 FatBoy Capital 6/25/2024 $ 150 $ 2 $ 6 FatBoy Capital 7/1/2024 $ 250 $ 4 $ 10 FatBoy Capital 7/18/2024 $ 100 $ 1 $ 4 Jenkins Family Charitable Institute 7/25/2024 $ 500 $ 4 $ 21 On September 3, 2024, the Jenkins Family Charitable Institute also invested approximately $ 500,000 in the Company’s public offering and received 265,000 shares of common stock; 235,000 pre funded warrants with an exercise price of $ 0.0001 and no expiration date; 500,000 Series H Warrants with an exercise price of $ 1.00 per share that expire on March 3, 2025; 500,000 Series I Warrants with an exercise price of $ 1.00 per share that expire on March 3, 2026; and 500,000 Series J Warrants with an exercise price of $ 1.00 per share that expire on September 3, 2029. On October 28, 2024, the Jenkins Family Charitable Institute exercised all 235,000 pre funded warrants and received 235,000 shares of common stock of the Company. On December 31, 2024, the Jenkins Family Charitable Institute distributed 450,000 Series J warrants to its trustee and two advisors, who are daughters of Mr. Jenkins. Note 20. Subsequent Events Issuance of Common Stock In connection with the October 2024 Warrant Inducement Offer, shares were held in abeyance in the event that the exercise of the 2024 Existing Warrants would have otherwise caused a holder to exceed the beneficial ownership limitations set forth in the 2024 Existing Warrant. These Abeyance Shares are held as Pre-Funded Warrants until notice is received from the holder that the balance, or portion thereof, may be issued in compliance with the beneficial ownership limitations. On January 3, 2025, the Company released and issued 939,000 Abeyance Shares. Amendment to the Amended and Restated Certificate of Incorporation On January 13, 2025, at the Special Meeting of Stockholders of the Company, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amendment”) which included an increase in the authorized capital stock to 70 million shares, consisting of 60 million shares of common stock and 10 million shares of preferred stock. Series K Warrants On January 13, 2025, at the Special Meeting of Stockholders of the Company, the stockholders approved the issuance of up to 10,695,962 shares of the Company’s common outstanding stock, upon the exercise of the Series K Warrants. See Note 13, Equity Offerings for additional information over the Series K Warrants issued in connection with the October 2024 Warrant Inducement Offer. 2023 Equity Incentive Plan On January 13, 2025, at the Special Meeting of Stockholders of the Company, the stockholders of the Company approved an additional 1.5 million shares of common stock for issuance pursuant to the Company’s 2023 Equity Incentive Plan. On January 29, 2025, the Board approved the issuance of options to purchase a total of 1,627,500 shares of common stock to employees, consultants and non-employee directors with various vesting provisions, an exercise price of $ 0.42 per share and expiration date of January 29, 2035. Included in the option issuance was a grant of 450,000 shares to Mr. Jenkins, the Company’s Executive Chairman and Chief Executive Officer, a grant of 50,000 shares to Mr. Jenkins’ daughter, the Company’s non-executive Chief Operating Officer, and a grant of 250,000 options to Marie-Claude Jacques, Chief Commercial Officer. On January 31, 2025, the Board approved a restricted stock grant to a consultant of the Company pursuant to the Company’s 2023 Equity Incentive Plan. The grant calls for the issuance of 100,000 shares of common stock of the Company through June 16, 2025. Non-Plan Options On January 3, 2025, the Board approved, as an inducement grant, the issuance of 500,000 non-plan options to the Chief Financial Officer of the Company to vest monthly over 3 years with an exercise price of $ 0.53 per share and expiration date of January 6, 2035. PeriKard Acquisition On January 14, 2025, the Company entered into a Membership Interest Purchase Agreement (“the Agreement”) with Cardiofront, LLC (“Seller”) to purchase the issued and outstanding membership interests of PeriKard, LLC, a wholly-owned subsidiary of Seller. The primary purpose was to purchase patented technology for commercialization within the broader cardiac treatment/electrophysiology industry. Pursuant to the Agreement, the Company issued 275,000 shares of its common stock to the Seller in exchange for 100 % of the membership interests of PeriKard, LLC (“Acquisition”). Additional future royalty cash payments may be due to the Seller equal to 10 % of aggregate future net sales activity of PeriKard’s pericardial access kits, to the extent the product is successfully commercialized, for five years from the acquisition’s closing date. This transaction closed on January 24, 2025. The accounting for the Acquisition is incomplete due to the proximity of the closing date of the Acquisition to the date of this filing. As a result, the Company is unable to disclose certain information including the major classes of assets acquired and liabilities assumed, nor provisional fair value estimates of the identifiable net assets acquired. Due to its insignificant size relative to the Company, the Company does not expect to provide supplemental pro forma financial information of the combined entity for the current and prior reporting periods. The Company will recognize and provide additional disclosures regarding the Acquisition within its first quarter 2025 Quarterly Report on Form 10 -Q. Formation of New Subsidiary On February 17, 2025, the Company incorporated Cardionomix, Inc. in Nevada. Cardionomix, Inc. currently holds no assets and is inactive. F-38