What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-14 · 594 added, 306 removed, 708 unchanged (56% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

March 31, 2025

June 30, 2025

December 31, 2024

2 unchanged sentences

$ 838 $ 2,873

Trading debt securities

Accounts receivable, net

11 unchanged sentences

Accrued expenses

Notes payable

Short-term notes payable

Current portion of notes payable due to related parties

4 unchanged sentences

Royalties payable due to related parties

Deferred tax liability

Operating lease liabilities

Notes payable of variable interest entities, net of discount

Notes payable due to related parties

Interest payable due to related parties

Operating lease liabilities

Deferred tax liability

Total liabilities

4 unchanged sentences

Series A Convertible Preferred Stock, $ 0.0001 par value, 7,203 shares designated;

0 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Series B Convertible Preferred Stock, $ 0.0001 par value, 3,000 shares designated;

2,229 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Series X Convertible Preferred Stock, $ 0.0001 par value, 15,404 shares designated;

12,656 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

12,656 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.0001 par value, 60,000,000 shares authorized;

9,268,632 and 8,004,633 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

18,861,579 and 8,004,633 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

2 unchanged sentences

( 301,506 ) ( 292,352 )

Total stockholders' equity attributable to Catheter Precision, Inc.

Non-controlling interest

Total stockholders' equity

5 unchanged sentences

(in thousands, except per share data)

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

$ 212 $ 93 $ 355 $ 175

Cost of revenues

198 77 330 154

Operating expenses

Selling, general and administrative

2,881 2,713 6,366 5,369

Research and development

155 81 258 118

Acquired in-process research and development

1,848 — 1,967 —

Total operating expenses

4,884 2,794 8,591 5,487

Operating loss

Other expense, net

( 4,686 ) ( 2,717 ) ( 8,261 ) ( 5,333 )

Other expenses, net

Interest income

Interest expense

Other expense, net

( 67 ) ( 5 ) ( 116 ) ( 8 )

Change in fair value of royalties payable due to related parties

Total other expense, net

( 1,667 ) ( 1,504 ) ( 2,830 ) ( 1,590 )

Change in fair value of trading debt securities

Other expenses, net

( 1 ) ( 1 ) ( 1 ) ( 4 )

Total other expenses, net

( 1,722 ) ( 1,503 ) ( 2,916 ) ( 1,562 )

Loss from operations before income taxes

( 6,408 ) ( 4,220 ) ( 11,177 ) ( 6,895 )

Income tax benefit

Net loss per share, basic and diluted

( 950 ) — ( 1,674 ) —

( 5,458 ) ( 4,220 ) ( 9,503 ) ( 6,895 )

Net loss attributable to non-controlling interest

( 349 ) — ( 349 ) —

Net loss attributable to Catheter Precision, Inc.

$ ( 5,109 ) $ ( 4,220 ) $ ( 9,154 ) $ ( 6,895 )

Net loss per share attributable to Catheter Precision, Inc., basic and diluted

$ ( 0.38 ) $ ( 5.57 ) $ ( 0.74 ) $ ( 9.19 )

Weighted-average common shares used in computing net loss per share, basic and diluted

13,336,088 757,340 12,341,614 750,130

See accompanying notes to unaudited condensed consolidated financial statements.

3 unchanged sentences

Series A Convertible Preferred Stock

Series B Convertible Preferred Stock

Series X Convertible Preferred Stock

Additional Paid-In

Catheter Precision Inc.

Stockholders'

Non-controlling

Total Stockholders'

Balance at December 31, 2024

4 unchanged sentences

Balance at March 31, 2025

Stock-based compensation

Issuance of common stock for vested restricted stock awards

Issuance of common stock for asset acquisition (see Note 14)

Issuance of common stock upon release of Prepaid Series Warrants (see Note 11)

Issuance of preferred stock and warrants under the May 2025 PIPE Financing, net of issuance costs

Issuance of common stock upon the ATM Offering, net of issuance costs

Conversion of preferred stock

Issuance of VIE shares to non-controlling interest

Balance at June 30, 2025

Series A Convertible Preferred Stock

Series B Convertible Preferred Stock

Series X Convertible Preferred Stock

Additional Paid-In

Catheter Precision Inc.

Stockholders'

Non-controlling

Total Stockholders'

Balance at December 31, 2023

2 unchanged sentences

Balance at March 31, 2024

Stock-based compensation

Balance at June 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Change in fair value of royalties payable due to related parties

Change in fair value of trading debt securities

Deferred income tax benefit

Acquired in-process research and development

Amortization of discount on note payable issued in connection with an asset acquisition

Changes in operating assets and liabilities:

6 unchanged sentences

Interest payable due to related parties

Interest accrued on notes payable of variable interest entities

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of acquired in-process research and development

Purchases of property and equipment

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES:

Payment on notes payable

Net cash used in financing activities

Proceeds from issuance of Series B Convertible Preferred Stock and other equity-classified warrants, net of issuance costs

Proceeds from issuance of common stock under ATM, net of issuance costs

Proceeds from notes payable due to related parties

Payments on notes payable

Payments on deferred financing costs

Net cash provided by financing activities

NET CHANGE IN CASH AND CASH EQUIVALENTS

4 unchanged sentences

SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES

Fair value of common stock issued in connection with the asset acquisition

Consideration for asset acquisition included in accrued expenses

Property and equipment included in accrued expenses

Property and equipment reclassified from inventories

Note payable of variable interest entities issued in connection with an asset acquisition

Fair value of common stock issued in connection with asset acquisitions

Consideration for asset acquisition included in accounts payable

Consideration for asset acquisition included in non-controlling interest

Fair value of trading debt securities obtained as consideration for the Series B Convertible Preferred Stock and other equity-classified warrants

Operating right-of-use asset obtained in exchange for new operating lease liabilities

See accompanying notes to unaudited condensed consolidated financial statements.

4 unchanged sentences

("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.

2 unchanged sentences

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”).

On February 17, 2025, Catheter formed a new subsidiary, Cardionomix, Inc.

("Cardionomix"), in order to pursue the potential strategic acquisition of certain assets previously held by Cardionomic, Inc.

("Cardionomic"), a third party entity that has ceased operations.

Catheter owns 82 % of the subsidiary’s issued and outstanding common stock.

The Company’s Chief Executive Officer and Chairman of the Board and certain of his affiliates own 12% .

The remaining 6 % is held by certain business associates of the Company’s Chief Executive Officer.

As of March 31, 2025, operations had yet to be started in Cardionomix.

The asset acquisition closed on May 5, 2025, and discussions to obtain funding have begun.

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”).

1 unchanged sentence

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.

United States Food and Drug Administration ("FDA") 510 (k) clearance was received, and the Company began commercial sales of VIVO in 2021 in the United States.

The Company’s second and newest primary 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.

These studies are planned to show the product’s effectiveness and benefits, including faster wound closure and patient ambulation/discharge, potentially resulting in higher procedural volumes and lower costs for the healthcare provider and/or insurance payor.

This information is intended to provide crucial data that will improve marketability by establishing the effectiveness of the medical device and a competitive advantage.

The Company recorded its first commercial sale of LockeT to distributors in May 2024.

In April 2025, a US patent for the product was granted by the United States Patent and Trademark Office.

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.

On February 17, 2025, the Company formed a new subsidiary, Cardionomix, Inc.

("Cardionomix"), to acquire certain assets previously held by Cardionomic, Inc.

("Cardionomic"), a third party entity that has ceased operations.

The Company owns 82 % of Cardionomix’s issued and outstanding common stock.

The Company’s Chief Executive Officer and Chairman of the Board of Directors and certain of his affiliates own 12 % of the subsidiary’s issued and outstanding common stock.

The remaining 6 % of the subsidiary’s outstanding common stock was issued to certain third parties as finder's fees in connection with the asset acquisition.

On May 5, 2025, Cardionomix acquired certain assets primarily related to Cardionomics' Cardiac Pulmonary Nerve Stimulation (“CPNS”) System, which represents a novel technology for the late-stage treatment of acute decompensated heart failure.

The CPNS System consists of electrical simulation via a temporary catheter inserted into the pulmonary artery that targets the root cause of heart failure by stimulating the autonomic cardiac nerves to restore autonomic balance.

The CPNS System is in development and has yet to obtain regulatory approval.

Cardionomix plans to use these assets to complete the pivotal clinical trial and obtain necessary regulatory approvals from the FDA for use and commercialization.

On June 20, 2025, the Company formed a new subsidiary, KardioNav, Inc.

("KardioNav"), to pursue the advancement, development, and commercialization of electrophysiology mapping technologies.

The Company assigned certain intellectual property related to the VIVO System which it is not currently developing to KardioNav, while Chelak iECG ("Chelak"), an unrelated third party, assigned certain intellectual property related to technology designed to interface with implanted cardiac devices to facilitate improved pre-ablation mapping and localization of arrhythmogenic tissue.

The intellectual property assigned by Chelak consisted solely of patents and related know-how at a conceptual stage, the development of which has not yet been advanced into a developed technology or product.

KardioNav intends to integrate the Company’s VIVO mapping intellectual property with Chelak’s patents to develop a system that interfaces with implanted cardiac devices to enable improved pre-ablation mapping and more precise localization of arrhythmogenic tissue.

Research and development activities are in the planning phase.

The Company owns 57 % of the KardioNav's issued and outstanding common stock, while Chelak owns 33 % of the subsidiary's issued and outstanding common stock.

The Company's Chief Executive Officer and Chairman of the Board of Directors and certain of his affiliates own the remaining 10 % of the subsidiary's issued and outstanding common stock.

Reverse Stock Split

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

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

1 ) validly issued, fully paid and non-assessable share of the Company’s common stock, par value

$ 0.0001 per share.

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.

3 unchanged sentences

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.

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, 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.

Going Concern

1 unchanged sentence

The Company has incurred recurring net losses from operations and negative cash flows from operating activities since inception.

For the three months ended March 31, 2025, the Company incurred $ 4.0 million in net loss and used $ 2.3 million in cash for operating activities.

As of March 31, 2025 , the Company had an accumulated deficit of $ 296.4 million and cash and cash equivalents of $ 0.5 million.

Management expects operating losses and negative cash flows to continue for the foreseeable future as the Company invests in its commercial capabilities and expands its product portfolio through strategic asset acquisitions.

On January 14, 2025, the Company acquired 100 % of the membership interests of Perikard, LLC, which was accounted for as an asset acquisition primarily consisting of a single patent for pericardial access technology.

The Company issued 275,000 shares of its common stock valued at $ 113 thousand as consideration and may be obligated to make future royalty payments equal to 10 % of net sales of the pericardial access kit for five years following the closing date (see Note 14, Asset Acquisition).

In addition, on April 22, 2025, the Company entered into an asset purchase agreement with the assignor of Cardionomic, Inc.

(“Cardionomic”), wherein it purchased Cardionomic’s late-stage treatment in development for acute decompensated heart failure, consisting of patents and trademarks related to Cardiac Pulmonary Nerve Simulation (CNPS) System (see Note 18, Subsequent Events).

The Company issued 1,000,000 restricted shares of its common stock valued at $ 310 thousand and a promissory note for $ 1.5 million.

The promissory note has an interest rate of 4 % per annum with no principal nor interest payable until the maturity date, which is three years after the date of issuance.

The purchased assets have not been cleared for commercial use and require further research and regulatory approval before commercialization.

In addition, on May 12, 2025, the Company entered into a Securities Purchase Agreement for a private placement with three institutional investors.

For the six months ended June 30, 2025 , the Company incurred $ 9.5 million in net losses and used $ 4.6 million in cash for operating activities.

As of June 30, 2025 , the Company had an accumulated deficit of $ 301.5 million, working capital deficit of $ 2.6 million, and cash and cash equivalents of $ 0.8 million.

Management expects operating losses and negative cash flows to continue for the foreseeable future, and the Company needs to raise additional capital until it is able to generate revenues from operations sufficient to fund its research, development, and commercial operations.

On May 12, 2025, the Company entered into a Securities Purchase Agreement for a private placement with three institutional investors.

Pursuant to the Securities Purchase Agreement, the Company sold an aggregate of (i) 1,500 PIPE Units and (ii) 1,500 additional shares of a new series of the Company's preferred stock, designated Series B Convertible Preferred Stock, par value $ 0.0001 per share.

Each PIPE Unit consists of:

Each PIPE Unit consisted of:

(i) one share of Series B Convertible Preferred Stock and (ii) Series L Warrants to purchase approximately 2,858 shares of common stock at an exercise price of $ 0.50 per share.

The aggregate stated value of the 3,000 shares of Series B Convertible Preferred Stock issued was $ 3.0 million.

As consideration for the PIPE Units and Series B Convertible Preferred Stock, the Company collected $ 1.5 million in cash and secured Convertible Promissory Notes of QHSLab, Inc.

previously held by one of the investors, before deducting placement agent fees and offering expenses of $ 0.2 million.

(See Note 18, Subsequent Events) The Company expects to continue to incur additional expenses as it undertakes the required research, development, and commercialization activities for the purchased assets.

These negative cash flows have substantially depleted the Company’s cash.

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.

As consideration for the PIPE Units and Series B Convertible Preferred Stock, the Company collected $ 1.5 million in cash and two secured Convertible Promissory Notes of QHSLab, Inc.

(the “QHSLab Notes”) previously held by one of the investors, before deducting placement agent fees and offering expenses of $ 0.4 million (see Note 11, Equity Offerings).

On May 19, 2025, the Company entered into an At Market Offering Agreement (the “ATM Agreement”) and, through June 30, 2025, issued 4,183,589 shares of common stock in connection with sales pursuant to the ATM Agreement in exchange for gross proceeds of $ 1.7 million before deduction of commissions and offering expenses of $ 0.2 million.

Management estimates that 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 unaudited condensed consolidated financial statements.

The accompanying unaudited condensed 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 financing to fulfill its operating and capital requirements for at least 12 months from the date of the issuance of the unaudited condensed consolidated financial statements.

3 unchanged sentences

Principles of Consolidation

The unaudited condensed consolidated financial statements of the Company include the accounts of the Company, Old Catheter, and Cardionomix.

The unaudited condensed consolidated financial statements of the Company include the accounts of the Company, Old Catheter, Cardionomix and KardioNav.

All intercompany transactions have been eliminated in consolidation.

12 unchanged sentences

Actual results could differ from those estimates.

The Company’s unaudited condensed consolidated financial statements are based upon a number of estimates including, but not limited to, the allowance for credit losses, evaluation of impairment of long-lived assets, valuation of long-lived assets and their associated estimated useful lives, reserves for warranty costs, fair value of royalties payable due to related parties, the fair value of contingent consideration recorded in connection with a business combination or an asset acquisition, evaluation of probable loss contingencies, fair value of warrants issued, and fair value of equity awards granted.

The Company’s unaudited condensed consolidated financial statements are based upon a number of estimates including, but not limited to, the allowance for credit losses, evaluation of impairment of long-lived assets, valuation of long-lived assets and their associated estimated useful lives, reserves for warranty costs, evaluation of probable loss contingencies, fair value of royalties payable due to related parties, fair value of contingent consideration recorded in connection with a business combination or an asset acquisition, fair value of trading debt securities, fair value of warrants issued, and fair value of equity awards granted.

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 March 31, 2025 , the Company had deposits in financial institutions in excess of federally insured limits of $ 0.2 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 generally maintains cash and cash equivalent balances in various operating accounts at financial institutions with high quality credit ratings in amounts in excess of federally insured limits of $250,000.

As of June 30, 2025 , the Company had deposits in financial institutions in excess of federally insured limits of $ 0.5 million .

The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to significant or 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.

2 unchanged sentences

The Company does not require collateral from its customers to secure accounts receivable.

The Company had 3 customers that represented 70 % and 90 % of the Company's condensed consolidated revenues for the three months ended March 31, 2025 and 2024 , respectively.

The Company had 3 and 2 vendors that accounted for 60 % and 40 % of accounts payable included in the condensed consolidated balance sheets as of March 31, 2025 and 2024 , respectively.

The Company had 3 customers that individually accounted for 10% or more of total revenues included in the condensed consolidated statements of operations for the three and six months ended June 30, 2025.

3 customers represented 11 %, 36 % and 15 % of total revenues for the three months ended June 30, 2025 and 3 customers represented 38 %, 13 %, and 13 % of total revenues for the six months ended June 30, 2025.

The Company had 3 and 5 customers that individually accounted for more than 10% of total revenues for the three and six months ended June 30, 2024.

3 customers represented 30 %, 50 %, and 12 % of total revenues for the three months ended June 30, 2024 and 5 customers represented 17 %, 19 %, 10 %, 16 %, and 27 % of total revenues for the six months ended June 30, 2024.

The Company had 2 and 3 vendors that individually accounted for 10% or more of accounts payable included in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 .

2 vendors represented 57 % and 10 % of accounts payable as of June 30, 2025 and 3 vendors represented 15 %, 28 %, and 18 % of accounts payable as of December 31, 2024.

The Company had 5 and 4 customers that individually accounted for more than 10% of total accounts receivables included in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.

5 customers represented 19 %, 30 %, 23 %, 12 %, and 10 % of accounts receivable as of June 30, 2025 and 4 customers represented 13 %, 19 %, 46 %, and 16 % of accounts receivable as of December 31, 2024 .

The Company is not dependent on any single supplier for critical components.

Reclassifications

1 unchanged sentence

These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

In the current period, the Company separately discloses interest income and interest expense in the condensed consolidated statement of operations.

In the current period, the Company (i) separately discloses interest income and interest expense in the condensed consolidated statement of operations and (ii) presents royalty fees incurred and payable based on actual sales of products as well as future, estimated royalty payments payable within the next 12 months under current portion of royalties payable due to related parties in the condensed consolidated balance sheets.

For comparative purposes, amounts in the prior periods have been reclassified to conform to current period presentations.

8 unchanged sentences

For the Three Months Ended

For the Six Months Ended

$ 212 $ 93 $ 355 $ 175

Cost of revenues

Acquired in-process research and development expense

1,848 — 1,967 —

Depreciation and amortization expense

529 526 1,060 1,048

Stock-based compensation expense

Salaries and benefits expense

1,310 1,060 2,624 1,721

Professional fees

317 374 1,044 1,046

Research and development expense

155 81 258 118

Interest income

2 unchanged sentences

Change in fair value of royalties payable due to related parties

1,667 1,504 2,830 1,590

Change in fair value of trading debt securities

( 10 ) — ( 10 ) —

Income tax benefit

( 950 ) — ( 1,674 ) —

Other segment items (1)

628 741 1,450 1,539

Segment net loss

4 unchanged sentences

$ ( 5,458 ) $ ( 4,220 ) $ ( 9,503 ) $ ( 6,895 )

( 1 ) Other segment items include consulting fees of $ 91 thousand, investor relations and SEC fees of $ 257 thousand, insurance fees of $ 82 thousand, and other selling, general, and administrative expenses of $ 392 thousand for the three months ended March 31, 2025 .

Other segment items include other expenses, net of $ 3 thousand, consulting fees of $ 150 thousand, investor relations and SEC fees of $ 136 thousand, insurance fees of $ 134 thousand, and other selling, general, and administrative expenses of $ 375 thousand for the three months ended March 31, 2024 .

( 1 ) Other segment items include other expenses, net, consulting fees, investor relations and SEC fees, insurance fees, and other selling, general, and administrative expenses.

Other selling, general, and administrative expenses primarily consist of travel expenses, computer and information technology expenses, and rent expenses.

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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 condensed 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.

Cash equivalents, prepaid expenses, accounts receivable, accounts payable, and accrued expenses are reported on the condensed consolidated balance sheets at carrying value, which approximate fair value due to the short-term maturities of these instruments.

The carrying value of our short-term notes payable and notes payable due to related parties approximate the instruments' fair value due to the short-term maturities of these debt instruments.

Similarly, the carrying value of the notes payable of variable interest entities approximates its fair value due to the associated effective interest rate of the debt instrument.

The following table details the fair value measurements within the fair value hierarchy of the Company’s financial instruments (in thousands):

March 31, 2025

June 30, 2025

Cash Equivalents

1 unchanged sentence

Money market funds

Trading debt securities

$ 1,618 $ 744 $ — $ 874

Current portion of royalties payable due to related parties

$ 497 $ — $ — $ 497

Royalties payable due to related parties

7 unchanged sentences

$ 2,815 $ 2,815 $ — $ —

Current portion of royalties payable due to related parties

$ 145 $ — $ — $ 145

Royalties payable due to related parties

2 unchanged sentences

$ 9,213 $ — $ — $ 9,213

The fair value measurement of royalties payable due to related parties includes unobservable inputs that are not supported by any market data.

The fair value measurement of royalties payable due to related parties includes significant 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.

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All other inputs for the RADR and the Company’s WACC are the same.

The fair value of trading debt securities includes assumptions that are both significant and unobservable.

The fair value of the trading debt securities is determined using a probability weighted expected return model (“PWER model”) that values the trading debt securities based on the discounted cash flows of two potential settlement outcomes:

(i) the trading debt securities will be converted into and settled in shares of common stock of QHSLab, Inc.

and (ii) the trading debt securities’ principal and accrued interest will be paid.

Aside from the probability of the two potential settlement outcomes, the fair value measurement incorporates several significant unobservable inputs, including the recovery rate, simulated conversion price, credit-risk adjusted discount rate, expected equity volatility, and expected term.

The following tables summarize the significant unobservable inputs used in the fair value measurement of Level 3 instruments:

March 31, 2025

June 30, 2025

Valuation Technique

3 unchanged sentences

Revenue adjusted discount rate

Trading debt securities

Probability weighted expected return

Recovery rate

Simulated conversion price

Credit risk-adjusted discount rate

Expected equity volatility

Probability of conversion

Probability of payment

Expected term for conversion (years)

Expected term for payment (years)

December 31, 2024

4 unchanged sentences

Revenue adjusted discount rate

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.

The table below summarizes the change in fair value of royalties payable due to related parties and trading debt securities for the three and six months ended June 30, 2025 (in thousands):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Royalties Payable due to Related Parties

Trading Debt Securities

Balance at January 1, 2025

Change in fair value

Balance at March 31, 2025

Change in fair value

Balance at June 30, 2025

$ 12,043 $ 874

The table below summarizes the change in fair value of royalties payable due to related parties and trading debt securities for the three and six months ended June 30, 2024 (in thousands):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Royalties Payable due to Related Parties

Trading Debt Securities

Balance at January 1, 2024

Change in fair value

Balance at March 31, 2024

Change in fair value

Balance at June 30, 2024

Increases or decreases in the fair value of royalties payable due to related parties or trading debt securities can result from updates to 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.

The table below summarizes the change in fair value of royalties payable due to related parties for the three months ended March 31, 2025 and 2024 (in thousands):

Beginning Balance at January 1,

$ 9,213 $ 6,974

Change in fair value of royalties payable due to related parties

Ending Balance at March 31,

$ 10,376 $ 7,060

Accounts Receivable and Allowances for Credit Losses

8 unchanged sentences

Any subsequent recoveries are credited to the allowance for credit losses.

As of March 31, 2025 and December 31, 2024 , the allowance for credit losses related to accounts receivable was immaterial.

As of June 30, 2025 and December 31, 2024 , the allowance for credit losses related to accounts receivable was immaterial.

Inventories are stated at the lower of cost (determined by the first -in, first -out method) or net realizable value.

12 unchanged sentences

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 March 31, 2025 .

The Company concluded there was no impairment as of March 31, 2025 and December 31, 2024 .

In accordance with ASC Topic 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.

The Company has analyzed a variety of factors impacting its business to determine if a circumstance could trigger an impairment loss, and, at this time and based on the information presently known, does not believe it is more likely than not that an impairment loss has been incurred.

Royalties Payable Due to Related Parties

1 unchanged sentence

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 condensed 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 condensed consolidated balance sheets.

The Company recognizes a liability for future, estimated royalty payments at fair value under royalties payable due to related parties in the condensed consolidated balance sheets.

The royalties payable due to related parties is remeasured at each reporting period.

10 unchanged sentences

Contingent consideration that is in the form of a sales or usage-based royalty payment is recognized as an expense as incurred.

Debt Securities

Debt securities consist of the QHSLab Notes, which were received as partial consideration for the PIPE Units and Series B Convertible Preferred Stock issued by the Company under the May 2025 PIPE Financing (see Note 11, Equity Offerings for further details).

One QHSLab Note was originally issued on August 10, 2021 with a principal amount of $ 806 thousand, a maturity date of August 10, 2022, an interest rate of 5 % per annum ( “2021 Note”), a default interest rate of 18 %, and a conversion rate of 20 cents per share of common stock of QHSLab, Inc.

The second QHSLab Note was originally issued on July 19, 2022 with a principal amount of $ 440,000 , a maturity date of July 19, 2023, interest rate of 5 % per annum ( “2022 Note”), a default interest rate of 18 %, and conversion rate of 20 cents per share of common stock of QHSLab.

Both QHSLab Notes were in default at the date of transfer.

Under ASC Topic 320, Investments:

Debt Securities, debt securities are classified into one of three categories upon acquisition:

held-to-maturity, available-for-sale or trading.

Debt securities that the Company has both the positive intent and ability to hold to maturity are classified as held to maturity.

Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading.

All other debt securities are classified as available-for-sale.

As the Company acquired the QHSLab Notes with the intent of selling them, the QHSLab Notes are classified as trading debt securities.

Trading debt securities are initially and subsequently measured at fair value in the condensed consolidated balance sheets, with unrealized holding gains and losses included in change in fair value of trading debt securities in the condensed consolidated statements of operations.

The QHSLab Notes were valued at $ 864 thousand at the close of the May 2025 PIPE Financing.

The Company recorded unrealized gains of $ 10 thousand for the QHSLab Notes for the three and six months ended June 30, 2025, such that the QHSLab Notes were valued at $ 874 thousand as of June 30, 2025.

The QHSLab Notes had an outstanding balance of $ 1,702 thousand, $ 1,449 thousand in principal and $ 253 thousand in accrued interest as of June 30, 2025.

The QHSLab Notes continue to be in default, such that there can be no assurance that they will be paid in full or at all.

Variable Interest Entity

A variable interest entity ("VIE") is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights or do not substantively participate in the gains or losses of the entity.

The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company evaluates its ownership, contractual relationships and other interests in entities to determine the nature and extent of the interests, whether such interests are variable interests and whether the entities are VIEs in accordance with ASC Topic 810, Consolidation ("ASC 810" ).

These evaluations can be complex and judgmental, involving the use of estimates and assumptions based on available information among other factors.

Based on these evaluations, if the Company determines it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE.

The equity owned by other stockholders is presented, as applicable, as non-controlling interests in the accompanying condensed consolidated balance sheets, statements of operations, and statements of stockholders’ equity.

If a reconsideration event occurs under ASC 810, the Company performs an assessment to determine whether the entity continues to be a VIE, whether the Company still contains a variable interest in the VIE, and whether the Company continues to be or has become the primary beneficiary of the VIE.

Cardionomix is a legal entity that was solely created to hold the assets of and to clinically develop and commercialize the CPNS System.

The Company holds 82 % of the voting, common stock, while the Company’s Chief Executive Officer and his affiliates hold 12 %, and other third parties hold the remaining 6 %.

The Company determined that its controlling equity interest represents a variable interest in Cardionomix, which meets the definition of a VIE as it does not have sufficient equity at risk to finance its activities without additional subordinated financial support.

Furthermore, the Company has determined that it is the primary beneficiary of the VIE as it has the power to direct the activities that most significantly impact the VIE’s economic performance through its controlling equity interest.

The Company therefore consolidates the results of operations, assets, and liabilities of Cardionomix.

As of June 30, 2025, Cardionomix only had a $ 1.3 million note payable that was issued in connection with the asset acquisition.

This note payable is presented under notes payable of variable interest entities in the condensed consolidated balance sheets.

Cardionomix does not hold any other material assets or liabilities.

Creditors of Cardionomix have no recourse to the Company’s general credit and their claims are limited solely to the assets of Cardionomix.

The Company provided financial support to Cardionomix, including the payment of direct transactions totaling $ 0.3 million in connection with the asset acquisition.

Unless Cardionomix can obtain its own financing, the Company expects to continue to provide financial support to Cardionomix as it begins to clinically develop and seek commercialization of the CPNS System.

Until commercialization for the CPNS System is achieved, the Company expects to incur additional losses related to Cardionomix.

The minority equity interest holders are presented as non-controlling interests in the accompanying condensed consolidated balance sheets, statements of operations, and statements of stockholders’ equity.

KardioNav is a legal entity that was solely created to hold the assets of and to clinically develop and commercialize certain intellectual property related to new cardiac technology.

The Company holds 57 % of the voting common stock, while the Company’s Chief Executive Officer and his affiliates hold 10 %, and other third parties hold the remaining 33 %.

The Company determined that its controlling equity interest represents a variable interest in KardioNav, which meets the definition of a VIE as it does not have sufficient equity at risk to finance its activities without additional subordinated financial support.

The Company consolidates the results of operations, assets, and liabilities of KardioNav, noting that KardioNav’s net assets are limited to the intellectual property assigned by the Company and Chelak.

The Company assigned certain intellectual property related to the VIVO System to KardioNav, which was accounted for as a common control transaction under ASC 810 and carried at the Company's carrying value at inception.

Furthermore, the fair value of the intellectual property assigned by Chelak to KardioNav was deemed to be de minimis as the intellectual property solely consists of patents and related know-how at the conceptual stage.

Therefore, the Company recognized no gain or loss upon initial consolidation.

Although KardioNav has no material assets or liabilities, creditors of KardioNav have no recourse to the Company’s general credit and their claims are limited solely to the assets of KardioNav.

Unless KardioNav obtains its own financing, the Company expects to continue to provide financial support to KardioNav as it advances research and development of its electrophysiology mapping technologies.

Distinguishing Liabilities from Equity

5 unchanged sentences

Otherwise, the freestanding financial instruments are classified in permanent equity.

See Note 11, Equity Offerings and Note 12, Preferred Stock for additional information on the freestanding financial instruments assessed under ASC 480 and ASC 815 - 40 for equity or liability classification.

Revenue Recognition

26 unchanged sentences

The timing of payment for the corresponding invoices depends on the credit terms identified in each customer contract.

There were no software upgrade services revenues during the three months ended March 31, 2025 and 2024 .

There were no software upgrade services revenues during the six months ended June 30, 2025 and 2024 .

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.

5 unchanged sentences

The following table summarizes disaggregated product sales by geographic area (in thousands):

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Product sales

$ 173 $ 60 $ 308 $ 67

Total product sales

$ 212 $ 93 $ 355 $ 175

Shipping and Handling Costs

1 unchanged sentence

Advertising and Marketing

Advertising costs are expensed as incurred and included in selling, general and administrative expenses.

Advertising costs were $ 83 t housand and $ 49 thousand during the three months ended March 31, 2025 and 2024 , respectively.

Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations.

Advertising costs were $ 50 t housand and $ 133 thousand during the three and six months ended June 30, 2025 , respectively, and $ 48 thousand and $ 96 thousand during the three and six months ended June 30, 2024 , respectively.

The Company expenses patent costs, including related legal costs, as incurred and records such costs as selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

7 unchanged sentences

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.

The expected term of the options is the estimated period of time until exercise and was determined using the SEC’s safe harbor rules, using an average of vesting and contractual terms, as we did not have sufficient historical experience of similar awards.

Expected stock price volatility is based on historical volatilities of certain “guideline” companies, as the Company does not have sufficient historical stock price data.

The risk-free interest rate is based on the implied yield available on U.S.

Treasury zero -coupon issues with an equivalent term.

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.

11 unchanged sentences

Basic and Diluted Net Loss Per Share

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.

Earnings per share attributable to Catheter Precision, Inc.

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, of which no shares were outstanding as of June 30, 2025 , Series X Convertible Preferred Stock, Series B 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.

In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted loss 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 10, Net Loss per Share).

Net loss attributable to common stockholders consists of net income or loss, as adjusted for actual and deemed dividends declared, if applicable.

In periods in which the Company reports a net loss attributable to Catheter Precision, Inc.

common stockholders, diluted net loss per share attributable to Catheter Precision, Inc.

common stockholders is the same as basic net loss per share attributable to Catheter Precision, Inc.

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, Series X Convertible Preferred Stock and Series B Convertible Preferred Stock were anti-dilutive (see Note 10, Net Loss per Share).

Net loss attributable to Catheter Precision, Inc.

common stockholders consists of net income or loss attributable to Catheter Precision, Inc., as adjusted for actual and deemed dividends declared, if applicable.

Recently Announced Accounting Pronouncements

4 unchanged sentences

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.

The Company does not believe the impact of the new guidance and related codification improvements will have a material impact on 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 ):

4 unchanged sentences

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.

The Company is currently evaluating the impact of adopting ASU 2024 - 03 on its condensed consolidated financial statements.

Inventories consisted of the following (in thousands):

March 31, December 31,

June 30, December 31,

Raw materials

Finished goods

There were no charges for inventory obsolescence or allowance recorded for the three months ended March 31, 2025 and 2024 .

There were no charges for inventory obsolescence or allowance recorded for the three and six months ended June 30, 2025 and 2024 .

Property and Equipment

Property and equipment, net consisted of the following (in thousands):

March 31, December 31,

June 30, December 31,

Machinery and equipment

6 unchanged sentences

Property and equipment, net

Depreciation expense was $ 20 thousand and $ 11 thousand for the three months ended March 31, 2025 and 2024 , respectively.

Depreciation expense was $ 18 thousand and $ 38 thousand for the three and six months ended June 30, 2025 , respectively, and $ 15 thousand and $ 26 thousand for the three and six months ended June 30, 2024 , respectively.

Intangible Assets

The following table summarizes the Company’s intangible assets as of March 31, 2025 (in thousands):

The following table summarizes the Company’s intangible assets as of June 30, 2025 (in thousands):

Gross Carrying

27 unchanged sentences

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 in the condensed consolidated statement of operations, for the Company's intangible assets was $ 0.5 million and $ 0.5 million for the three months ended March 31, 2025 and 2024 , respectively.

Amortization expense, included within selling, general and administrative expenses in the condensed consolidated statements of operations, for the Company's intangible assets was $ 0.5 million for the three months ended June 30, 2025 and 2024 and $ 1 million for the six months ended June 30, 2025 and 2024 .

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

March 31, December 31,

June 30, December 31,

Legal expenses

9 unchanged sentences

The interest rate on the loan was 8.99 %.

Interest expense on this loan was $ 0 thousand and $ 3 thousand for the three months ended March 31, 2025 and 2024 , respectively.

The loan balance was paid off in May 2024, such that there is no remaining balance as of March 31, 2025 , and December 31, 2024 .

Interest expense on this loan was $ 1 thousand and $ 4 thousand for the three and six months ended June 30, 2024 , respectively.

The loan balance was paid off in May 2024, such that there is no remaining balance as of June 30, 2025 , and December 31, 2024 .

The Company purchased director and officer liability insurance coverage on September 26, 2024 for $ 293 thousand.

1 unchanged sentence

The interest rate on the loan is 9.99 %.

Interest expense on this loan was $ 4 thousand for the three months ended March 31, 2025 .

The loan balance was $ 102 thousand as of March 31, 2025 and $ 177 thousand as of December 31, 2024.

Interest expense on this loan was $ 2 and $ 6 thousand for the three and six months ended June 30, 2025 , respectively.

The loan balance was $ 26 thousand as of June 30, 2025 and $ 177 thousand as of December 31, 2024 and is recorded under short-term notes payable in the condensed consolidated balance sheets.

Note Payable issued for the Cardionomic Asset Acquisition

In connection with the asset acquisition of the CPNS System previously held by Cardionomic, on May 5, 2025, Cardionomix issued a promissory note with a face amount of $ 1.5 million and stated interest rate of 4 % per annum (the "Note Payable").

No interest or principal is payable until the maturity date of the Note Payable, which is three years following the date of issuance.

All outstanding principal plus accrued but unpaid interest becomes immediately due and payable upon voluntary or involuntary bankruptcy filings.

The Note Payable may be prepaid by Cardionomix at any time at its own discretion.

The Note Payable was initially measured at its present value of $ 1.3 million net of a discount of $ 254 thousand based on an effective interest rate of 10 % per annum.

The discount is amortized under the effective interest method over the term of the Note Payable.

Interest expense on this note was $ 19 thousand for the three and six months ended June 30, 2025 .

The Note Payable and related accrued interest totaled $ 1.3 million as of June 30, 2025 , which included a principal balance of $ 1.5 million and accrued interest expense of $ 9 thousand net of unamortized discounts of $ 245 thousand.

The Note Payable and related accrued interest was recorded under notes payable of variable interest entities on the condensed consolidated balance sheets.

Future maturities for long-term debt as of June 30, 2025 were as follows (in thousands):

Promissory Notes (Collectively, the “Related Party Notes”)

8 unchanged sentences

All of these short-term promissory notes (the “Related Party Notes”) had a maturity date of August 30, 2024 and interest of 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.

On August 23, 2024, the Company entered into 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.

4 unchanged sentences

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 $ 45 thousand and $ 0 thousand for the three months ended March 31, 2025 and 2024, respectively.

The Related Party Notes and related accrued interest totaled $ 1.6 million as of March 31, 2025 , $ 106 thousand of which related to accrued interest and was recorded under current portion of interest payable due to related parties on the condensed consolidated balance sheets.

The principal balance of $ 1.5 million of the Related Party Notes is recorded under current portion of notes payable due to related parties on the condensed consolidated balance sheets.

The Related Party Notes and related accrued interest totaled $ 0 million as of March 31, 2024.

Interest expense on the Related Party Notes was $ 45 thousand and $ 90 thousand for the three and six months ended June 30, 2025 , respectively, and $ 4 thousand for the three and six months ended June 30, 2024 , respectively.

The Related Party Notes and related accrued interest totaled $ 1.7 million as of June 30, 2025 , of which $ 151 thousand related to accrued interest.

The Related Party Notes and related accrued interest totaled $ 1.6 million as of December 31, 2024 , of which $ 61 thousand related to accrued interest.

The Related Party Notes are recorded under the current portion of notes payable due to related parties on the condensed consolidated balance sheets, while accrued interest is recorded under current portion of interest payable due to related parties on the condensed consolidated balance sheets.

See Note 17, Related Parties for additional details.

4 unchanged sentences

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 March 31, 2025 and December 31, 2024, the fair value of the royalty payable related to the agreement with the Noteholders was $ 10.4 million and $ 9.2 million, respectively.

The Company recorded losses for the change in the fair value of the royalty payable of $ 1.2 million and $ 0.1 million for the three months ended March 31, 2025 and March 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024 , the fair value of the royalty payable related to the agreement with the Noteholders was $ 12.0 million and $ 9.2 million, respectively.

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.

The Company owed $ 21 thousand and $ 32 thousand in connection with the royalty agreements as of March 31, 2025 , and December 31, 2024 , respectively.

In exchange for the assignment and all rights to LockeT and starting with the year ending December 31, 2022, the Company will initially pay a 5 % royalty on net sales up to $ 1.0 million in royalties, payable annually in arrears.

After $ 1.0 million has been paid, due to the issuance of the patent described below, the Company must pay an additional royalty at a rate of 2 % of net sales, until total cumulative royalties of $ 10.0 million have been paid.

April 2025, a US patent was granted by the United States Patent and Trademark Office, after which the Company is obligated to pay an additional royalty of

2 % of net sales only after the initial

$ 1.0 million of

5 % royalties has been paid, up to a maximum of

$ 10.0 million in additional royalties.

These royalty payments apply to revenues through

December 31, 2033 and will terminate at that date regardless of whether the full

$ 10.0 million has been paid.

This led to a

$ 0.9 million increase in the royalty payable due to related parties as of

June 30, 2025 as compared to

December 31, 2024.

The Company recorded

losses for the change in the fair value of the royalty payable of

$ 1.7 million and

$ 2.8 million for the

three and six months ended June 30, 2025 , respectively, and

million for the three and six months ended June 30, 2024 , respectively.

The Company accrued

$ 542 thousand and

$ 177 thousand under current portion of royalties payable due to related parties as of

June 30, 2025 , and

December 31, 2024 , respectively.

These amounts represent actual royalty liabilities incurred and accrued by the Company as well as estimated future royalty payments payable within the next

AMIGO System Royalty

5 unchanged sentences

In perpetuity

The Company is not actively marketing and selling the AMIGO System, such that there was no royalty expense recorded for the three months ended March 31, 2025 and 2024 in relation to the AMIGO System.

The AMIGO System royalty payable is recorded under royalties payable due to related parties in the condensed consolidated balance sheets.

The Company is not actively marketing and selling the AMIGO System, such that there was no royalty expense recorded for the three and six months ended June 30, 2025 and 2024 in relation to the AMIGO System.

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 three months ended March 31, 2025 , and the year ended December 31, 2024 , the Company only had operating leases.

For the six months ended June 30, 2025 , and the year ended December 31, 2024 , 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.

3 unchanged sentences

Lease expense is recognized on a straight-line basis over the lease term in the condensed 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.

The Company elected to utilize the short-term lease exemption to exclude recognition of ROU assets and lease liabilities from the condensed consolidated 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.

8 unchanged sentences

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 March 31, 2025 , the Company is reassessing whether either of the two extension options will be exercised.

Accordingly, the Company determined it is not reasonably certain that the extension options will be exercised and the extension options are currently excluded from the operating right-of-use-assets and operating lease liabilities recognized in the condensed consolidated balance sheets.

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.

The lease term began on October 1, 2022 for 38 months, and included two months of free rent from the commencement date of the lease.

The original lease agreement contains two distinct 36 -month renewal periods, which require 180 days’ notice of the Company's intention to exercise.

In June 202 5, the Company notified the landlord of its intent to exercise its option to extend the lease for an addit ional 36 month period through the end of December 1, 2028.

Accordingly, the Company remeasured the lease liability on the basis of the revised lease payments and lease term, such that the first extension option of 36 months has been included in operating right-of-use-assets and operating lease liabilities in the condensed consolidated balance sheet as of June 30, 2025.

As of June 30, 2025, the Company does not intend to exercise the second extension option and the second option is therefore excluded from operating right-of-use assets and operating lease liabilities in the condensed consolidated balance sheet as of June 30, 2025.

New Jersey Office Lease Agreement

1 unchanged sentence

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.

The lease term began on January 1, 2023 for 24 months.

The lease contained one 24 -month renewal period, which required 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

1 unchanged sentence

The space is used for office and general use.

The lease term began on May 1, 2023 and is 36 months.

The lease term began on May 1, 2023 for 36 months.

The lease contains one 36 -month renewal period, which requires 180 days’ notice of the Company's intention to exercise.

As of March 31, 2025 , 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.

The following tables present supplemental balance sheet information related to operating leases for the three months ended March 31, 2025 and 2024 (in thousands):

As of June 30, 2025 , the Company does not intend to exercise the extension option and the option is therefore excluded from operating right-of-use assets and operating lease liabilities in the condensed consolidated balance sheet as of June 30, 2025.

The following tables present supplemental condensed consolidated balance sheet information related to operating leases for the three and six months ended June 30, 2025 and 2024 (in thousands):

For the Three Months Ended

For the Six Months Ended

Operating lease expense

$ 21 $ 28 $ 49 $ 52

Cash paid for leases

For the Three Months Ended

$ 26 $ 29 $ 53 $ 53

June 30, December 31,

Weighted average remaining lease term (in years) - operating leases

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Net Loss per Share

The Company’s Series A Convertible Preferred Stock, of which no shares were outstanding as of March 31, 2025 , Series X Convertible Preferred Stock, 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.

The Company’s Series A Convertible Preferred Stock, of which no shares were outstanding as of June 30, 2025 , Series X Convertible Preferred Stock, Series B Convertible Preferred Stock, 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 March 31, 2025 , consisted of 1,265,601 shares of common stock issuable upon conversion of Series X Convertible Preferred Stock, 15,960,613 shares of common stock issuable upon exercise of outstanding warrants, 50,001 restricted stock awards, and 2,166,184 shares of common stock issuable upon exercise of vested stock options.

The weighted-average number of common shares outstanding as of March 31, 2025 includes the shares held in abeyance upon the exercise of certain existing warrants (see Note 11, 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 2,157,000 shares of common stock in abeyance as of March 31, 2025 (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 identified above as of March 31, 2025 .

Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at March 31, 2024 , consisted of 231,412 shares of Series A Convertible Preferred Stock, 1,265,601 shares of Series X Convertible Preferred Stock, 1,104,214 warrants, and 61,459 stock options.

All common share and per-share amounts for all periods presented reflect the Company’s 1 -for- 10 reverse stock split effective on July 15, 2024.

Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at June 30, 2025 , consisted of 1,265,601 shares of common stock issuable upon conversion of Series X Convertible Preferred Stock, 6,369,063 shares of common stock issuable upon conversion of Series B convertible Preferred Stock, 20,502,073 shares of common stock issuable upon exercise of outstanding warrants and 2,415,435 shares of common stock issuable upon exercise of vested stock options.

The weighted-average number of common shares outstanding includes 278,643 shares of common stock sold under the ATM Agreement on June 30, 2025 but issued on July 1, 2025.

Since these shares of common stock 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, these shares were included in the weighted-average number of common shares as of June 30, 2025.

Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at June 30, 2024 , consisted of 231,412 shares of common stock issuable upon conversion of Series A Convertible Preferred Stock, 1,265,601 shares common stock issuable upon conversion of Series X Convertible Preferred Stock, 1,104,218 shares of common stock issuable upon exercise of outstanding warrants, and 91,456 shares of common stock issuable upon exercise of vested stock options.

Equity Offerings

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On August 30, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co.

as representative (the “Representative”) of the underwriters named in the Underwriting Agreement (the “Underwriters”).

as representative (“Ladenburg”) 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 Warrant Units at a public offering price of $ 1.00 per common stock Unit and $ 0.9999 per Pre-Funded Warrant Unit.

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, 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:

Each common stock Unit consisted 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 expired 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 consisted 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.

Pursuant to the Underwriting Agreement, the Company granted Ladenburg 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.

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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”).

Furthermore, at the closing date, the Company agreed to deliver to Ladenburg 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 Ladenburg 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.

Each Series H Warrant, Series I Warrant, Series J Warrant (collectively, the “Series Warrants”), and Pre-Funded Warrant was immediately exercisable.

The exercise price of the outstanding 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”).

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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.

The Representative Warrants became 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 Ladenburg.

Any increase in the Beneficial Ownership Limitation will become effective upon 61 days’ prior notice to the Company.

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Accordingly, the September 2024 Warrants were recorded to additional paid-in capital in the condensed consolidated balance sheets.

All 2,773,090 Pre-Funded Warrant Units issued in the September 2024 Public Offering were exercised during 2024.

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”).

On October 25, 2024, the Company executed the 2024 Warrant Inducement Offer 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.

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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.

In addition, the exercise price of the Series K 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.

Stockholder Approval was obtained on January 13, 2025.

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Accordingly, the Series K Warrants and Placement Agent Warrants were recorded to additional paid-in capital in the condensed consolidated balance sheets.

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 March 31, 2025 , the Company held an aggregate of 2,157,000 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.

The Abeyance Shares were evidenced through the holder’s existing warrants, which are deemed to be prepaid.

The Abeyance Shares were held by the Company until the holder sent notice that the remaining balance of shares of common stock could be issued without surpassing the beneficial ownership limitations.

During the three and six months ended June 30, 2025 , the Company released and issued the remaining balance of 2,157,000 and 3,096,000 Abeyance Shares, respectively.

Accordingly, the Company held no shares of common stock in abeyance as of June 30, 2025 .

PIPE Financing

May 12, 2025, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) for a private placement with

three institutional investors (

“May 2025 PIPE Financing”).

Pursuant to the Securities Purchase Agreement, the Company sold an aggregate of (i)

1,500 PIPE Units and (ii)

1,500 additional shares of a new series of the Company’s preferred stock, designated Series B Convertible Preferred Stock, par value

$ 0.0001 per share.

Each PIPE Unit consisted of:

one share of Series B Convertible Preferred Stock and (ii) Series L common stock purchase warrants ("Series L Warrants") to purchase approximately

2,858 shares of common stock at an exercise price of

$ 0.50 per share.

As consideration for the PIPE Units and Series B Convertible Preferred Stock, the Company collected gross proceeds of

$ 1.5 million in cash and the QHSLab Notes, which had an initial fair value of

$ 864 thousand as of the closing date, previously held by

one of the investors, before deducting placement agent fees and offering expenses of

$ 0.4 million (collectively, the “Placement Agent Fees”).

The Series L Warrants were

not exercisable until stockholders' approval was obtained ("Stockholder Approval"), and expire

5.5 years thereafter.

Each Series L Warrant is exercisable into

one share of the Company's common stock and

may be cashlessly exercised under certain circumstances.

The exercise price of the Series L 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.

The Series L Warrants are callable by the Company

for $0.01 per share if the volume‑weighted average price of the Company’s common stock for

20 consecutive trading days

exceeds $1.50 per share and the Series L Warrants have

not been exercised.

Stockholder approval was obtained on

July 25, 2025.

In the event of certain transactions resulting in a change in control, at the option of the holder, the Company shall repurchase the Series L Warrants for an amount of cash equal to the Black Scholes Value of the unexercised portion of the Series L Warrants.

However, if the change of control is not within the Company’s control, then the holders shall receive the same type of consideration offered to the Company’s common stockholders at the Black Scholes Value of the unexercised portion of the Series L Warrant.

If the Company’s common stockholders can choose the type of consideration (i.e., cash, stock, or other assets) to be received, then the Holders shall have the same choice.

If the Company’s common stockholders do not receive any consideration, they are deemed to receive common stock of the successor entity.

In the event of certain restructuring or disposal events, then upon the subsequent exercise of the Series L Warrants, for each share of common stock that would have been issuable upon exercise immediately prior to the event, the holders shall receive the number of shares of common stock of the successor entity and any alternate consideration given to common stockholders.

The exercise price shall be adjusted to apply to such alternate consideration based on the amount of alternate consideration issuable for one share of common stock.

If holders of common stock are given any choice as to the securities, cash or property to be received for alternate consideration, then the holder shall be given the same choice.

Subject to limited exceptions, the holders of Series L Warrants, will not have the right to exercise any portion of the warrant if the holder (together with such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99 % of the shares of common stock then outstanding (the “Beneficial Ownership Limitation”).

At the holder’s option, the holder may increase the Beneficial Ownership Limitation to 9.99 % of the shares of common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company.

In connection with the

May 2025 PIPE Financing, the Company also issued Placement Agent Warrants to purchase an aggregate of

257,143 shares of common stock at an exercise price of

$ 0.5425 per share to the Placement Agent.

The Placement Agent Warrants terminate

5 years from the date of issuance.

The Placement Agent Warrants are

not callable by the Company.

Except for the exercise price, contract term, call option, and change in control provision, the Placement Agent Warrants have the same terms and conditions as the Series L Warrants.

The Company assessed the Series L Warrants and Placement Agent Warrants issued in connection with the May 2025 PIPE Financing and determined that they do not require liability classification pursuant to ASC 480.

Furthermore, the Series L Warrants and Placement Agent Warrants do not have any net cash settlement provisions that would preclude equity classification under ASC 815 - 40.

Accordingly, the Series L Warrants and Placement Agent Warrants were recorded to additional paid-in capital in the condensed consolidated balance sheets.

See Note 12, Preferred Stock for additional information on the Series B Convertible Preferred Stock issued by the Company in connection with the May 2025 PIPE Financing.

In addition, the Company entered into a registration rights agreement with the investors requiring the Company to register for resale the shares of common stock issuable upon the conversion of the Series B Convertible Preferred Stock and Series L Warrants.

Failure to timely maintain the registration shall lead to an obligation to pay to the investors cash liquidated damages equal to 2 % of each investor’s subscription amount for then outstanding securities for every 30 -day period the lapse continues, with unpaid amounts accruing interest at 18 % per annum after a specified grace period.

On May 21, 2025, the Company filed the registration statement on Form S- 3 for the resale of shares of common stock issuable upon the conversion of the Series B Convertible Preferred Stock and Series L Warrants, and it was declared effective on May 30, 2025.

It is not probable that the Company will be obligated to make payments under the registration rights agreement as of June 30, 2025.

At the Market Offering Agreement

May 19, 2025, the Company entered into an At Market Offering Agreement (the “ ATM Agreement”) with Ladenburg.

Under the ATM Agreement, the Company

may offer and sell up to

$ 1.3 million of shares of common stock, par value

$ 0.0001 per share, through Ladenburg.

June 13, 2025, the Company filed a prospectus supplement increasing the aggregate amount available to be sold to

$ 3.2 million under the ATM (the “Shares”).

The Shares have been and will continue to be issued pursuant to the Company’s previously filed and effective Registration Statement on Form S-

284217 ), which was initially filed with the Securities and Exchange Commission on

January 10, 2025 and declared effective on

January 22, 2025.

The Company has no obligation to sell, and Ladenburg is not obligated to buy or sell, any of the Shares under the ATM Agreement and may at any time suspend offers under the ATM Agreement.

The ATM Agreement will terminate upon the earlier of (i) the issuance and sale of all of the shares through Ladenburg on the terms and subject to the conditions set forth in the ATM Agreement or (ii) termination of the ATM Agreement as otherwise permitted thereby.

The ATM Agreement may be terminated at any time by either party upon five ( 5 ) business days’ prior notice, or by Ladenburg at any time in certain circumstances, including the occurrence of a material adverse effect on the Company.

The Company has agreed to pay Ladenburg a commission equal to

3.0 % of the aggregate gross proceeds from sale of its shares of common stock.

June 30, 2025 ,

4,183,589 shares of common stock had been sold under the ATM Agreement for gross proceeds of

$ 1.7 million before deduction of commission and offering expenses of

$ 0.2 million.

The following table presents the number of common stock warrants outstanding:

Warrants outstanding, December 31, 2024

Warrants outstanding, March 31, 2025

As of March 31, 2025 and December 31, 2024 , all warrants outstanding are recorded in additional paid-in capital in the condensed 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 March 31, 2025 :

( 3,096,000 )

Warrants outstanding, June 30, 2025

As of June 30, 2025 and December 31, 2024 , all warrants outstanding are recorded in additional paid-in capital in the condensed 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 June 30, 2025 :

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

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28,402 $ 140.00 7/22/2027

September 2024 Prepaid Series H Warrants (1)

657,000 $ — None

September 2024 Series I Warrants

1,078,900 $ 0.70 3/3/2026

September 2024 Prepaid Series I Warrants (1)

1,500,000 $ — None

September 2024 Series J Warrants

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320,879 $ 1.09 4/25/2030

As of March 31, 2025 , the warrants issued by the Company had a weighted average exercise price of $ 2.20 .

( 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 10, Net Loss Per Share).

Series L Warrants

4,285,716 $ 0.50 1/25/2031

Placement Agent Warrants May 2025

257,143 $ 0.54 5/12/2030

As of June 30, 2025 , the warrants issued by the Company had a weighted average exercise price of $ 1.66 .

Placement Fees

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2022 Offerings is included in accrued expenses in the condensed consolidated balance sheets as of

March 31, 2025 and

June 30, 2025 and

December 31, 2024 .

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Exercise Price

3,300 $ 312.50 5 years

3,100 $ 175.00 5 years

Preferred Stock

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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.

The remaining 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.

As of March 31, 2025 and December 31, 2024, only 12,656 shares of Series X Convertible Preferred Stock are outstanding.

The 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.

As of June 30, 2025 and December 31, 2024, the remaining 12,656 shares of Series X Convertible Preferred Stock are outstanding and 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.

Series A Convertible Preferred Stock

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The shares issued have been registered for resale on an effective registration statement on Form S- 1.

As of March 31, 2025 and December 31, 2024, the Company had no shares of Series A Convertible Preferred Stock outstanding.

As of June 30, 2025 and December 31, 2024, the Company had no shares of Series A Convertible Preferred Stock outstanding.

Series B Convertible Preferred Stock

On May 12, 2025, pursuant to the May 2025 PIPE Financing, the Company issued 3,000 shares of Series B Convertible Preferred Stock.

Each share of the Series B Convertible Preferred Stock has a par value of $ 0.0001 and a stated value of $ 1,000 .

Subject to certain ownership limitations as described below, the Series B Convertible Preferred Stock was convertible into an aggregate of 8,571,429 shares of common stock at the option of the holder.

The Series B Convertible Preferred Stock are convertible at a fixed conversion rate determined by dividing the stated value of the Series B Convertible Preferred Stock by the conversion price of $ 0.35 , which approximates 2,857 shares of common stock issuable per share of Series B Convertible Preferred Stock.

The conversion price is subject to adjustment in the case of stock dividends, stock splits, combination of shares and reclassification of shares.

In the event of a stock dividend, reverse stock split, combination, or reclassification of shares of common stock, then, the conversion price shall be adjusted based on the number of shares of common stock outstanding immediately before and after such an event.

The holders could convert all of the Series B Convertible Preferred Stock upon the date stockholder approval was obtained (“Stockholder Approval”).

Stockholder Approval was obtained on July 25, 2025.

Prior to Stockholder Approval, the Series B Convertible Stock could only be converted into up to 2,202,357 shares of common stock ( 19.99 % of the Company’s outstanding common stock on the date of issuance of the Series B Convertible Preferred Stock).

Notwithstanding the foregoing, the holders of shares of Series B Convertible Preferred Stock do not have the right to convert any portion of their Series B Convertible Preferred Stock if the holder, together with its affiliates, would beneficially own a number of shares of common stock in excess of 4.99 % of the shares of common stock then outstanding (the “Beneficial Ownership Limitation”).

Holders of Series B Convertible Preferred Stock are entitled to receive dividends and distributions on shares of Series B Convertible Preferred Stock equal to, on an as-if-converted-to-common stock basis, and in the same form as dividends and distributions actually paid on shares of common stock.

The Series B Convertible Preferred Stockholders do not have a preference upon any liquidation, dissolution, or winding-up of the Company.

In the event of certain restructuring or disposal events, then upon any subsequent conversion of the Series B Convertible Preferred Stock, for each convertible share that would have been issuable upon conversion immediately prior to the event, the holders shall receive the number of shares of common stock of the successor entity and any alternate consideration given to common stockholders.

The conversion price shall be adjusted to apply to such alternate consideration based on the amount of alternate consideration issuable for one share of common stock.

If holders of common stock are given any choice as to the securities, cash, or property received for alternate consideration, the holders of Series B Convertible Preferred Stock shall be given the same choice.

The Series B Convertible Preferred Stock includes certain contingent payment provisions that should be bifurcated and accounted for as a derivative under ASC 815.

The estimated fair value of these embedded derivatives was deemed to be de minimis at issuance and at June 30, 2025.

Except as otherwise required by law, the Series B Convertible Preferred Stock do not have any voting rights.

Series B Convertible Preferred Stock were converted as follows:

Date of Conversion

Series B Shares Converted

Common Shares Issued

June 11, 2025

As of June 30, 2025 , the Company had 2,229 shares of Series B Convertible Preferred Stock outstanding.

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 March 31, 2025 , there are 7 non-statutory stock options outstanding under the 2018 Plan.

Three expire in June 2028 and four expire in January 2030.

The 2018 Equity Incentive Plan (the "2018 Plan") was replaced by the 2023 Equity Incentive Plan (the "2023 Plan"), as described below.

As of June 30, 2025 , 7 stock options granted under the 2018 Plan remained outstanding;

3 expire in June 2028 and 4 expire in January 2030.

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.

Since the inception of the ESPP through its termination, the Company had issued 95 shares of common stock.

Upon termination of the ESPP, the reserved shares were released back to the authorized pool.

In April 2024, the Company formally terminated the 2018 Employee Stock Purchase Plan (the “ESPP”).

Since inception through termination, the Company issued 95 shares under the ESPP.

Upon termination, all 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.

In April 2024, the Company terminated the 2020 Plan at which time the reserved shares were released back to the authorized pool.

There are no shares reserved for future issuance under the 2020 Plan as of March 31, 2025 and December 31, 2024.

The Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Plan”) in March 2020 and terminated it in April 2024.

On adoption, 64 shares were reserved for issuance.

At termination, the remaining reserved shares were released back to the authorized pool.

No shares are reserved for future issuance under the 2020 Plan as of June 30, 2025 and December 31, 2024.

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 vest as determined by the Board's Compensation Committee.

For the three months ended March 31, 2025 , the Company granted two separate sets of stock options to non-employee directors, each subject to distinct vesting schedules as approved by the Board's Compensation Committee.

As of March 31, 2025 and December 31, 2024 , 880,365 and 926,882 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 29, 2025, the Committee approved the issuance of a total of 300,000 non-qualified stock options to non-employee directors under the 2023 Plan.

These options vest in three equal annual installments over a 2 year period, with the first tranche vesting immediately on the grant date and the remaining tranches vesting on each subsequent anniversary of January 29.

These options have an exercise price of $ 0.42 and expiration date of January 29, 2035.

On January 29, 2025, the Committee approved the issuance of a total of 450,000 incentive stock options to the Company’s Chief Executive Officer under the 2023 Plan.

The options have an exercise price of $ 0.42 and expiration date of January 29, 2035.

90,000 of these options vested on January 29, 2025, with the remaining 360,000 options vesting in three equal installments of 120,000 options on each subsequent anniversary of January 29.

On January 29, 2025, the Committee approved the issuance of a total of 450,000 incentive stock options to certain executives and other employees of the Company under the 2023 Plan.

The options have an exercise price of $ 0.42 and expiration date of January 29, 2035.

Of the total shares issued 225,000 incentive stock options vest at 20 % per year for 5 years.

The remaining 225,000 options contain performance conditions related to the achievement of specified quarterly sales targets in 2025.

These performance-based options will vest and become exercisable at each quarter end once the quarterly sales target is achieved.

As of March 31, 2025, the performance condition applicable to the first quarter of 2025 was not satisfied, and accordingly, no performance-based options vested for the three months ended March 31, 2025.

On January 29, 2025, the Committee approved the issuance of a total of 130,000 incentive stock options and 25,000 non-qualified options to certain employees and consultants of the Company under the 2023 Plan.

The options have an exercise price of $ 0.42 and expiration date of January 29, 2035.

The options contain performance conditions based on the achievement of tiered sales targets for the year 2025.

As of March 31, 2025, it was probable that certain performance conditions would be satisfied and 75 % of the options granted would vest.

Accordingly, the Company recognized stock-based compensation expense for the portion of these performance-based options that are expected to vest for the three months ended March 31, 2025.

On January 29, 2025, the Committee approved the issuance of a total of 172,500 incentive stock options to certain employees of the Company under the 2023 Plan.

All options were issued to employees and vest at 20 % per year for 5 years with an exercise price of $ 0.42 and expiration date of January 29, 2035.

On January 29, 2025, the Committee approved the issuance of a total of 100,000 incentive stock options to certain employees of the Company under the 2023 Plan.

These options vest in five equal annual installments over a 4 year period, with the first tranche vesting immediately on the grant date and the remaining tranches vesting on each subsequent anniversary of January 29.

These options have an exercise price of $ 0.42 and expiration date of January 29, 2035.

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 (the "Committee"), while grants to non-employee directors vest as determined by the Committee.

June 30, 2025 and

December 31, 2024 ,

926,882 shares of common stock were reserved for issuance pursuant to future awards under the

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.

For the six months ended June 30, 2025 , the Committee approved 1,747,500 stock options with service-based conditions and 380,000 stock options with performance based conditions.

The stock options with service-based conditions vest in equal installments over requisite service periods ranging from 2 to 5 years.

Of the stock options with performance-based conditions, 225,000 contain performance conditions related to the achievement of specified quarterly sales targets in 2025 (“quarterly sales performance conditions”) and 155,000 contain performance conditions related to the achievement of tiered sales targets for 2025 (“tiered sales performance conditions”).

As of June 30, 2025, none of the quarterly sales performance conditions have been met and only 50 % of the tiered sales performance conditions are expected to be met.

The options granted for the

2023 Plan for the

three months ended March 31, 2025 were valued using the Black-Scholes model based on the following assumptions on the date of issue:

six months ended June 30, 2025 were valued using the Black-Scholes model based on the following assumptions on the date of issue:

Options with Time-Based Vesting Conditions

Non-Employee Director Options Issued January 29, 2025

CEO Options Issued January 29, 2025

Employee Options (4 years) Issued January 29, 2025

Employee Options (5 years) Issued June 20, 2025 Non-Employee Director Options Issued January 29, 2025

CEO Options Issued January 29, 2025 Employee Options (4 years) Issued January 29, 2025

Employee Options (5 years) Issued January 29, 2025

14 unchanged sentences

Expected life (in years)

The following is a summary of stock option activity for the 2023 Plan options for the three months ended March 31, 2025 :

Stock Options

Value (in thousands)

The following is a summary of stock option activity for the 2023 Plan options for the six months ended June 30, 2025 :

Stock Exercise Remaining Intrinsic Value

(in thousands)

Outstanding at December 31, 2024

5 unchanged sentences

( 287,670 ) 0.49 — —

Outstanding at March 31, 2025

Outstanding at June 30, 2025

1,910,435 $ 1.14 9.50 $ —

Vested and expected to vest at March 31, 2025

Vested and expected to vest at June 30, 2025

1,910,435 $ 1.14 9.50 $ —

Exercisable at March 31, 2025

Exercisable at June 30, 2025

281,204 $ 4.94 8.46 $ —

The weighted-average grant-date fair value of the 2023 Plan options granted during the six months ended June 30, 2025 was $ 0.27 per share.

Non-Plan Options Issued

6 unchanged sentences

Expected life (in years)

The following is a summary of stock option activity for the Non-Plan options for the three months ended March 31, 2025 :

Stock Options

Value (in thousands)

The following is a summary of stock option activity for the Non-Plan options for the six months ended June 30, 2025 :

Stock Exercise Remaining Intrinsic Value

(in thousands)

Outstanding at December 31, 2024

4 unchanged sentences

Cancelled/forfeited

Outstanding at March 31, 2025

( 20,000 ) 5.32 — —

Vested and expected to vest at March 31, 2025

Outstanding at June 30, 2025

505,000 $ 0.58 9.43 $ —

Exercisable at March 31, 2025

Vested and expected to vest at June 30, 2025

505,000 $ 0.58 9.43 $ —

Restricted Stock Awards

A summary of the restricted stock award activity for the three months ended March 31, 2025 is presented below:

Exercisable at June 30, 2025

74,445 $ 0.85 8.89 $ —

The weighted-average grant-date fair value of the Non-Plan options granted during the six months ended June 30, 2025 was $ 0.42 per share.

Restricted Stock Awards

A summary of the restricted stock award activity for the six months ended June 30, 2025 is presented below:

Restricted Grant Date

Outstanding at December 31, 2024

( 100,000 ) 0.47

Outstanding at March 31, 2025

50,001 $ 0.47

Stock-based compensation expense for the three months ended March 31, 2025 and 2024 was $ 91 thousand and $ 6 thousand , respectively, in selling, general and administrative expenses in the condensed 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 March 31, 2025 was as follows:

Cancelled/forfeited

Outstanding at June 30, 2025

Stock-based compensation expense is recorded in selling, general and administrative expenses in the condensed consolidated statements of operations.

Stock-based compensation expense for the three and six months ended June 30, 2025 was $ 98 thousand and $ 189 thousand, respectively.

Stock-based compensation expense for the three and six months ended June 30, 2024 was $ 13 thousand and $ 19 thousand , respectively.

Unrecognized Expense (in thousands)

3 unchanged sentences

Restricted stock awards

Asset Acquisition

Asset Acquisitions

On January 24, 2025, the Company acquired 100 % of the membership interests of Perikard, LLC, which was accounted for as an asset acquisition consisting primarily of a single patent for pericardial access technology.

The Company issued 275,000 shares of its common stock valued at $ 113 thousand as consideration and is obligated to make royalty payments equal to 10 % of net sales of the pericardial access kit for five years following the closing date.

The patent was determined to be IPR&D with no alternative future use, and accordingly, the Company recognized $ 119 thousand, consisting of $ 113 thousand of stock consideration and $ 6 thousand of direct transaction costs, as acquired in-process research and development in the condensed consolidated statements of operations for the three months ended March 31, 2025 .

As of March 31, 2025 , the Company has not recognized a liability for the contingent royalty payments because they are currently not probable or reasonably estimable.

The patent was determined to be IPR&D with no alternative future use, and accordingly, the Company recognized $ 119.0 thousand, consisting of $ 113.0 thousand of stock consideration and $ 6.0 thousand of direct transaction costs for the six months ended June 30, 2025 .

As of June 30, 2025 , the Company has not recognized a liability for the contingent royalty payments because they are currently not probable or reasonably estimable.

On May 5, 2025, Cardionomix acquired certain assets from Cardionomic.

The assets primarily related to Cardionomic’s CPNS System, which represents a novel technology for the late-stage treatment of acute decompensated heart failure.

The acquisition was accounted for as an asset acquisition consisting primarily of an IPR&D Asset (the CPNS System).

The Company issued 1,000,000 shares of its restricted common stock valued at $ 0.3 million, and Cardionomix issued a promissory note recorded at a carrying amount of $ 1.3 million (the "Note Payable"), as consideration to Cardionomic.

The common stock issued has not been registered under the Securities Act, such that the shares may not be transferred by the Seller absent an effective registration statement or an exemption from registration.

Furthermore, the common stock could not be transferred for six months after the closing date, after which Cardionomic may only transfer the common stock to permitted transferees with the express written consent of the Company, which shall not be unreasonably withheld.

The IPR&D Asset was determined to have no alternative future use, and accordingly, the Company expensed the costs of acquisition of $ 1.8 million, consisting of $ 0.3 million in stock consideration, $ 1.3 million of promissory note, and $ 0.3 million in direct transaction costs, as acquired research and development expenses in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 .

See Note 7, Notes Payable for additional information for additional information on the Note Payable.

The provision for income taxes for interim periods is determined using an estimated annual effective tax rate.

The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions, if any, and changes in or the interpretation of tax laws in jurisdictions where the Company conducts business.

For the three months ended March 31, 2025 and 2024 , the Company recorded federal income tax benefit of $ 724 thousand and $ 0 , respectively, and no state income tax provision or benefit.

For the three and six months ended June 30, 2025 , the Company recorded federal income tax benefit of $ 950 thousand and $ 1,674 thousand, r espectively, and no state income tax provision or benefit.

For the three and six months ended June 30, 2024 the Company recorded no provision or benefit for federal and state income tax expense.

The federal income tax benefit primarily relates to an increase in net operation losses that are not subject to limitations under Section 382 of the Internal Revenue Code.

1 unchanged sentence

The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future.

The Company has no open income tax audits with any taxing authority as of March 31, 2025 .

The Company has no open income tax audits with any taxing authority as of June 30, 2025 .

Commitments and Contingencies

1 unchanged sentence

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 March 31, 2025 , the Company had no outstanding litigation.

As of June 30, 2025 , the Company had no outstanding litigation.

Related Parties

5 unchanged sentences

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.

In April 2025, a US patent was granted by the United States Patent and Trademark Office, after which the Company is obligated to pay an additional royalty of 2 % of net sales only after the initial $ 1.0 million of 5 % royalties has been paid, up to a maximum of $ 10.0 million in additional royalties.

Refer to Note 2, Summary of Significant Accounting Policies and Note 8, Royalties Payable for additional information over the royalties payable due to these related parties.

2 unchanged sentences

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.

As of March 31, 2025 , a total of 9,239.285 shares of Series X Preferred Stock were held by these related parties.

As of June 30, 2025 , a total of 9,239.285 shares of Series X Preferred Stock were held by these related parties.

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.

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.

On May 1, 2024, Marie-Claude Jacques, the Company’s then 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.

1 unchanged sentence

Jacques received an incentive stock option to purchase 250,000 shares of the Company's common stock.

The options have an exercise price of $ 0.42 per share, 25,000 options vest on the grant date and an additional 25,000 options vest annually for 4 years, 31,250 options vest quarterly upon achievement of quarterly sales targets during 2025 and expire in January 2035.

On January 6, 2025, Philip Anderson, the Company's Chief Financial Officer, received a non-plan option to purchase 500,000 shares of the Company's common stock.

The options have an exercise price of $ 0.53 per share, vest monthly over 36 months and expire in January 2035.

The options had an exercise price of $ 0.42 per share, 25,000 options vested on the grant date and an additional 25,000 options were to vest annually for 4 years, 31,250 options were to vest quarterly upon achievement of quarterly sales targets during 2025 and expire in January 2035.

Jacques’ employment was terminated on June 2, 2025, and all unvested options were cancelled, consisting of 20,000 unvested non-plan options and 225,000 unvested incentive stock options.

During the year ended December 31, 2024, the Company entered into various short-term promissory notes with various related parties (the “Related Party Notes”).

2 unchanged sentences

See Note 7, Notes Payable for further information.

The related parties and the amounts owed to each related party are summarized in the following table as of March 31, 2025 (in thousands):

The related parties and the amounts owed to each related party as of June 30, 2025 are summarized in the following table (in thousands):

Related Party

14 unchanged sentences

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.

On January 6, 2025, Philip Anderson, the Company's Chief Financial Officer, received a non-plan option to purchase 500,000 shares of the Company's common stock.

The options have an exercise price of $ 0.53 per share, vest monthly over 36 months and expire in January 2035.

In February 2025, Catheter formed its subsidiary Cardionomix.

The capitalization structure of the newly formed entity included 82 % of the common stock of Cardionomix held by the Company, 5 % of the common stock of Cardionomix held by Mr.

Jenkins, 7 % of the common stock by affiliates of Mr.

Jenkins, and the remaining 6 % held by third parties.

On June 20, 2025, Catheter formed a new subsidiary, KardioNav.

The capitalization structure of the newly formed entity include 57 % of the common stock of KardioNav held by the Company, 33 % of the common stock of KardioNav held by Chelak iECG, Inc., an unrelated third party, 3 % of the common stock of KardioNav held by Mr.

Jenkins and 7 % of the common stock of KardioNav held by affiliates of Mr.

Subsequent Events

Cardionomic Asset Acquisition

On April 22, 2025, Cardionomix entered into a definitive asset purchase agreement with the assignor of Cardionomic (“Seller”) to purchase certain assets, which relate to late-stage treatment in development for acute decompensated heart failure (the “Purchased Assets”).

On May 5, 2025, the transaction closed.

At closing of the transaction, the Purchased Assets were acquired by Cardionomix, as is, in exchange for the issuance of 1,000,000 restricted shares of the Company’s $ 0.0001 par value common stock.

Additionally, Cardionomix issued to the Seller a promissory note (the "Note”) in the amount of $ 1.5 million, with simple interest accruing at 4 % per annum on the principal thereof and no interest or principal payable until the maturity date of the Note, which will be three years following issuance of the Note.

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 provisional fair value estimates of the identifiable net assets acquired.

The Company will recognize and provide additional disclosures regarding the Acquisition within its second quarter Quarterly Report on Form 10 -Q.

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 a portion thereof, may be issued in compliance with the beneficial ownership limitation.

On April 24, 2025, the Company released and issued 732,000 Abeyance Shares.

May 2025 PIPE

On May 12, 2025, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) for a private placement with three institutional investors ( “May 2025 PIPE Financing”).

Pursuant to the Securities Purchase Agreement, the Company sold an aggregate of (i) 1,500 PIPE Units and (ii) 1,500 additional shares of a new series of the Company’s preferred stock, designated Series B Convertible Preferred Stock, par value $ 0.0001 per share.

Each PIPE Unit consists of:

(i) one share of Series B Convertible Preferred Stock and (ii) Series L Warrants to purchase approximately 2,858 shares of Common Stock at an exercise price of $ 0.50 per share.

The aggregate stated value of the 3,000 shares of Series B Convertible Preferred Stock issued was $ 3.0 million.

As consideration for the PIPE Units and Series B Convertible Preferred Stock, the Company collected $ 1.5 million in cash and secured Convertible Promissory Notes of QHSLab, Inc.

previously held by one of the investors (“QHSLab Notes”), before deducting placement agent fees and offering expenses of $ 0.2 million (collectively, the “Placement Agent Fees”).

Each Series L Warrant is exercisable when stockholders’ approval is obtained (“Stockholder Approval”) and expires 5.5 years thereafter.

The Series L Warrants are convertible into an aggregate of 4,285,716 shares of the Company’s Common Stock and may be cashless exercised under certain circumstances.

The exercise price of each Series L Warrant 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.

The Series L Warrants are callable by the Company for $0.01 per share if the 20‑day volume‑weighted average price of the Company’s Common Stock exceeds $1.50 per share.

In connection with the May 2025 PIPE Financing, the Company also intends to issue Placement Agent Warrants to purchase an aggregate of 257,143 shares of Common Stock at an exercise price of $ 0.5425 per share to the Placement Agent.

The Placement Agent Warrants will terminate 5 years from the date of issuance.

Except for the exercise price and contract term, the Placement Agent Warrants will have substantially similar terms and conditions as those of the Series L Warrants.

The Series B Convertible Preferred Stock is convertible into an aggregate of 8,574,000 shares of the Company’s Common Stock at a fixed conversion rate of $ 0.35 per share, or approximately 2,858 shares of Common Stock per $1,000 of stated value.

The holders may convert the Series B Convertible Preferred Stock at the earlier of (i) the date stockholder approval is obtained (“Stockholder Approval”) or (ii) the date the NYSE American listing application for the shares of Common Stock issuable upon conversion is approved.

If the NYSE American listing application approval is obtained prior to Stockholder Approval, then the Series B Convertible Stock may only be converted up to 2,202,357 shares of Common Stock ( 19.99 % of the Company’s outstanding common stock on the date of issuance of the Series B Convertible Preferred Stock).

The Series B Convertible Preferred Stockholders participate in dividends paid to common stockholders on an as-converted basis and do not have any voting rights.

The Series B Convertible Preferred Stockholders do not have a preference upon any liquidation, dissolution, or winding-up of the Company.

Subject to limited exceptions, the holders of Series L Warrants, Placement Agent Warrants, and Series B Convertible Preferred Stock will not have the right to exercise any portion of their Series L Warrants or Placement Agent Warrants and convert any portion of their Series B Convertible Preferred Stock if the holder (together with such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99 % of the shares of Common Stock then outstanding (the “Beneficial Ownership Limitation”).

At the holder’s option, the holder may increase the beneficial ownership limitation to 9.99 % of the shares of Common Stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company.

Mercer Street Global Opportunity Fund, LLC (“Mercer”) transferred the QHSLab Notes, which are currently in default, as partial consideration for the PIPE Units and Series B Convertible Preferred Stock issued by the Company under the Assignment Agreement dated May 12, 2025.

One QHSLab Note was originally issued on August 10, 2021 with a principal amount of $ 806,000 , had a maturity date of August 10, 2022, and an interest rate of 5 % per annum ( “2021 Note”), a default interest rate of 18 %, and a conversion rate of 20 cents per share of common stock of QHSLab.

The second QHSLab Note was originally issued on July 19, 2022 with a principal amount of $ 440,000 , had a maturity date of July 19, 2023, and interest rate of 5 % per annum ( “2022 Note”), a default interest rate of 18 %, and conversion rate of 20 cents per share of common stock of QHSLab.

The Company estimates that the approximate aggregate principal amount, plus all accrued but unpaid interest, fees and other amounts, owed by QHSLab under both Notes is equal to approximately $ 1.6 million;

however, both Notes are currently in default, there can be no assurance that they will be paid in full or at all, and their valuation is uncertain.

In connection with the May 2025 PIPE Financing, 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 B Convertible Preferred Stock and Series L Warrants.

Failure to timely file, obtain the effectiveness of, or maintain the registration shall lead to an obligation to pay to the investors cash liquidated damages equal to 2 % of each investor’s subscription amount for then outstanding securities for every 30 -day period the lapse continues, with unpaid amounts accruing interest at 18 % per annum after a specified grace period.

Issuance of Short Term Promissory Notes by KardioNav

On July 11, 2025, two short term promissory notes of $ 150 thousand each were issued by KardioNav to the Company's Chief Executive Officer and Lifestim, Inc., a company controlled by the Company's Chief Executive Officer in exchange for an aggregate loan of $ 300 thousand.

The promissory notes have a maturity date of July 11, 2026, and interest rates of 4.2 % per annum, payable upon maturity.

Enactment of U.S.

Tax Legislation

On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S.

federal tax system.

Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property.

Another major aspect incudes the return to immediate expensing of domestic research and experimental expenditures (“R&E”) which in some cases may include retroactive application back to 2021 for businesses with gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses.

The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent.

Less favorable business provisions include limitations on tax deductions for charitable contributions.

The Company is currently assessing the potential impact of this legislation on its future financial position, results of operations, and cash flows.

In accordance with U.S.

GAAP, the effects will be recognized in the period of enactment.

Amendment to the Amended and Restated Certificate of Incorporation

On July 25, 2025, 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”) to effect a reverse stock split within specified parameters.

The Board approved the Amendment and set the ratio of the reverse stock split at 1 -for- 19.

The Amendment will be effective at 12:01 AM Eastern Standard Time on August 15, 2025, effecting a reverse stock split in which each nineteen ( 19 ) shares of the Company’s common stock issued and outstanding, par value $ 0.0001 , immediately prior to the effective time will automatically be combined into one ( 1 ) validly issued, fully paid and non-assessable share of common stock, without any action on the part of the holders.

No fractional shares will be issued as a result of the reverse stock split and all fractional shares will be settled in cash.

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the settlement in cash of fractional shares).

The Company’s authorized capital stock, consisting of 60 million shares of common stock and 10 million shares of preferred stock, will remain unchanged.

The reverse stock split will decrease the number of issued and outstanding shares at the time, from approximately 18,861,579 to approximately 992,714 as of June 30, 2025.

Common stock issuable upon conversion of outstanding shares of Series X convertible preferred stock will decrease from 1,265,601 to approximately 66,610 , common stock issuable upon conversion of outstanding shares of Series B convertible preferred stock will decrease from 6,369,063 to approximately 335,213 , common stock issuable upon exercise of outstanding warrants will decrease from 20,502,073 to approximately 1,079,051 , and common stock issuable upon exercise of outstanding stock options will decrease from 2,415,435 to approximately 127,128 as of June 30,2025.

For the Three Months Ended

For the Six Months Ended

Net loss per share attributable to Catheter Precision, Inc., basic and diluted - pro forma

$ ( 7.28 ) $ ( 105.87 ) $ ( 14.09 ) $ ( 174.58 )

Weighted-average common shares used in computing net loss per share, basic and diluted - pro forma

701,896 39,860 649,556 39,495

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements