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Item 1. Financial Statements

2025-11-13 compared with 2025-08-11 · 299 added, 230 removed, 1072 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

June 30, 2025

September 30, 2025

December 31, 2024

15 unchanged sentences

Accounts payable

$ 1,079 $ 230

Accrued expenses

1 unchanged sentence

Current portion of notes payable due to related parties

Current portion of interest payable due to related parties

Short-term notes payable of variable interest entities due to related parties

Current portion of royalties payable due to related parties

5 unchanged sentences

Notes payable due to related parties

Interest payable due to related parties

Deferred tax liability

5 unchanged sentences

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

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

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

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

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

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

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

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

1,647,105 and 421,296 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

11 unchanged sentences

(in thousands, except per share data)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

$ 226 $ 96 $ 581 $ 271

7 unchanged sentences

Acquired in-process research and development

1,848 — 1,967 —

Total operating expenses

2 unchanged sentences

( 3,021 ) ( 2,859 ) ( 11,282 ) ( 8,192 )

Other expenses, net

Other income (expenses), net

Interest income

1 unchanged sentence

( 35 ) — ( 61 ) ( 4 )

Interest expense due to related parties

( 48 ) ( 32 ) ( 138 ) ( 36 )

Change in fair value of royalties payable due to related parties

3 unchanged sentences

( 5 ) ( 3 ) ( 6 ) ( 7 )

Total other expenses, net

Total other income (expenses), net

755 ( 1,261 ) ( 2,161 ) ( 2,823 )

Loss from operations before income taxes

Loss from operations before income tax benefit (provision)

( 2,266 ) ( 4,120 ) ( 13,443 ) ( 11,015 )

Income tax benefit

Income tax benefit (provision)

( 78 ) — 1,596 —

21 unchanged sentences

Balance at December 31, 2024

— $ — — $ — 12,656 $ — 421,296 $ — $ 304,109 $ ( 292,352 ) $ 11,757 $ — $ 11,757

Stock-based compensation

— — — — — — — — 91 — 91 — 91

Issuance of common stock for vested restricted stock awards

— — — — — — 2,631 — — — — — —

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

— — — — — — 14,473 — 113 — 113 — 113

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

— — — — — — 49,421 — — — — — —

— — — — — — — — — ( 4,045 ) ( 4,045 ) — ( 4,045 )

Balance at March 31, 2025

— — — — 12,656 — 487,821 — 304,313 ( 296,397 ) 7,916 — 7,916

Stock-based compensation

— — — — — — — — 98 — 98 — 98

Issuance of common stock for vested restricted stock awards

— — — — — — 2,632 — — — — — —

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

— — — — — — 52,631 — 280 — 280 — 280

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

— — — — — — 113,526 — — — — — —

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

— — 3,000 — — — — — 2,034 — 2,034 — 2,034

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

— — — — — — 220,185 — 1,570 — 1,570 — 1,570

Conversion of preferred stock

— — ( 771 ) — — — 115,913 — — — — — —

Issuance of VIE shares to non-controlling interest

— — — — — — — — — — — 109 109

— — — — — — — — — ( 5,109 ) ( 5,109 ) ( 349 ) ( 5,458 )

Balance at June 30, 2025

— — 2,229 — 12,656 — 992,708 — 308,295 ( 301,506 ) 6,789 ( 240 ) 6,549

Stock-based compensation

— — — — — — — — 70 — 70 — 70

Issuance of common stock for vested restricted stock awards

— — — — — — 6,000 — — — — — —

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

— — — — — — 648,397 — 2,174 — 2,174 — 2,174

— — — — — — — — — ( 2,251 ) ( 2,251 ) ( 93 ) ( 2,344 )

Balance at September 30, 2025

— $ — 2,229 $ — 12,656 $ — 1,647,105 $ — $ 310,539 $ ( 303,757 ) $ 6,782 $ ( 333 ) $ 6,449

Series A Convertible Preferred Stock

7 unchanged sentences

Balance at December 31, 2023

4,578 $ — — $ — 12,656 $ — 36,993 $ — $ 296,902 $ ( 275,709 ) $ 21,193 $ — $ 21,193

Stock-based compensation

— — — — — — — — 6 — 6 — 6

Conversion of Series A Convertible Preferred Stock

( 875 ) — — — — — 2,877 — — — — — —

— — — — — — — — — ( 2,675 ) ( 2,675 ) — ( 2,675 )

Balance at March 31, 2024

3,703 — — — 12,656 — 39,870 — 296,908 ( 278,384 ) 18,524 — 18,524

Stock-based compensation

— — — — — — — — 13 — 13 — 13

— — — — — — — — — ( 4,220 ) ( 4,220 ) — ( 4,220 )

Balance at June 30, 2024

3,703 — — — 12,656 — 39,870 — 296,921 ( 282,604 ) 14,317 — 14,317

Issuance of common stock and other equity-classified contracts from September 2024 Public Offering, net of issuance costs

— — — — — — 42,415 — 2,612 — 2,612 — 2,612

Issuance of common stock upon exercise of Pre-Funded Warrants (see Note 11)

— — — — — — 87,261 — — — — — —

Conversion of Series A Convertible Preferred Stock

( 3,703 ) — — — — — 12,177 — — — — — —

Stock-based compensation

— — — — — — — — 17 — 17 — 17

— — — — — — — — — ( 4,120 ) ( 4,120 ) — ( 4,120 )

Balance at September 30, 2024

— $ — — $ — 12,656 $ — 181,723 $ — $ 299,550 $ ( 286,724 ) $ 12,826 $ — $ 12,826

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 11,847 ) $ ( 11,015 )

Adjustments to reconcile net loss to net cash used in operating activities:

5 unchanged sentences

Acquired in-process research and development

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

Amortization of discount on note payable

Changes in operating assets and liabilities:

8 unchanged sentences

Net cash used in operating activities

( 6,784 ) ( 6,407 )

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Purchases of property and equipment

( 17 ) ( 67 )

Net cash used in investing activities

( 51 ) ( 67 )

CASH FLOWS FROM 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 and other equity-classified contracts from the September 2024 Public Offering, net of issuance costs

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

1 unchanged sentence

Payments on notes payable

Payments on deferred financing costs

( 177 ) ( 184 )

Proceeds from notes payable

Net cash provided by financing activities

NET CHANGE IN CASH AND CASH EQUIVALENTS

( 1,798 ) ( 2,297 )

CASH AND CASH EQUIVALENTS, beginning of period

CASH AND CASH EQUIVALENTS, end of period

$ 1,075 $ 1,268

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

17 unchanged sentences

Under the terms of the Merger Agreement, Old Catheter became a wholly owned subsidiary of Catheter, together referred to as the Company, in a stock-for-stock merger transaction (the "Merger").

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”).

The Company’s current operating activities primarily relate to Old Catheter’s historical business, which comprises the design, manufacture and sale of new and innovative medical technologies in the field of cardiac electrophysiology (“EP”).

One of the Company’s two primary products is the VIVO System, which is an acronym for View into Ventricular Onset (“VIVO” or “VIVO System”).

2 unchanged sentences

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.

The Company’s second 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.

3 unchanged sentences

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.

In April 2025, a U.S.

patent for the product was granted by the United States Patent and Trademark Office.

In April 2025, the Company also obtained the CE Mark approval for LockeT, permitting the marketing and sale of LockeT in the European Union, Switzerland and Turkey.

Since receipt of the CE Mark, the Company has signed agreements with new distributors in the United Kingdom, Italy, Spain, Portugal, Switzerland, the Middle East, South Africa and Brunei.

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.

6 unchanged sentences

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.

On May 5, 2025, Cardionomix acquired certain assets primarily related to Cardionomics' Cardiac Pulmonary Nerve Stimulation (“CPNS”) System, which is 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.

The CPNS System has not yet left the development stage or been submitted for regulatory approval.

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

3 unchanged sentences

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.

Research and development activities in animals and humans commenced during September 2025.

The Company owns 57 % of 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

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.

On January 13, 2025, at a 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.

The amendment was effected on January 13, 2025.

On October 10, 2025, at a Special Meeting of Stockholders of the Company, the stockholders approved an additional amendment to the Amended and Restated Certificate of Incorporation of the Company, which included an increase in the authorized capital stock to 510 million shares, consisting of 500 million shares of common stock and 10 million shares of preferred stock.

The amendment was effected on October 17, 2025.

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 was effective August 15, 2025, effecting a reverse stock split in which each nineteen ( 19 ) 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 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.

For the nine months ended September 30, 2025 , the Company incurred $ 11.8 million in net losses and used $ 6.8 million in cash for operating activities.

As of September 30, 2025 , the Company had an accumulated deficit of $ 303.8 million, working capital deficit of $ 2.9 million, and cash and cash equivalents of $ 1.1 million.

Management expects operating losses and negative cash flows to continue for the foreseeable future.

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 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.

Each PIPE Unit consisted of (i) one share of Series B Convertible Preferred Stock and (ii) Series L Warrants to purchase approximately 150 shares of common stock at an exercise price of $ 9.50 per share.

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.

On May 19, 2025, the Company entered into an At Market Offering Agreement (the “ATM Agreement”) and, through September 30, 2025 , issued 868,582 shares of common stock under the ATM Agreement in exchange for gross proceeds of $ 4.0 million before deduction of commissions and offering expenses of $ 0.3 million.

Management estimates that based on the Company’s liquidity resources and currently anticipated expenses, if it is unable to secure additional financing it will be unable to fund planned expenditures and meet obligations through the end of the fourth quarter 2025, and 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 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.

Management plans to raise additional capital through public or private equity or debt financing, or other innovative and specialty finance strategies such as crypto asset treasury policy, in order 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.

However, the Company may not be able to secure such financing in a timely manner or on favorable terms, if at all.

17 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, 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.

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 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's financial instruments held during the nine month periods ended September 30, 2024 and September 30, 2025 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 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 .

As of September 30, 2025 , the Company had deposits in financial institutions in excess of federally insured limits of $ 0.8 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.

1 unchanged sentence

The Company extends credit to customers in the normal course of business.

Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the unaudited condensed consolidated balance sheets.

Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the condensed consolidated balance sheets.

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

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 had 4 and 2 customers that individually accounted for 10% or more of total revenues included in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 .

4 customers represented 25 %, 14 %, 13 % and 10 % of total revenues for the three months ended September 30, 2025 and 2 customers represented 33 % and 13 % of total revenues for the nine months ended September 30, 2025 .

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

3 customers represented 38 %, 36 %, and 16 % of total revenues for the three months ended September 30, 2024 and 5 customers represented 30 %, 24 %, 12 %, 10 % and 10 % of total revenues for the nine months ended September 30, 2024 .

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

3 vendors represented 55 %, 16 % and 10 % of accounts payable as of September 30, 2025 and 3 vendors represented 28 %, 18 % and 15 % of accounts payable as of December 31, 2024.

The Company had 3 and 4 customers that individually accounted for more than 10% of total accounts receivable included in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively.

3 customers represented 24 %, 23 % and 22 % of accounts receivable as of September 30, 2025 and 4 customers represented 46 %, 19 %, 16 % and 13 % of accounts receivable as of December 31, 2024 .

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

1 unchanged sentence

Certain prior period financial statement amounts have been reclassified for consistency with the current period presentation.

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

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.

These reclassifications had no effect on the Company's previously reported results of operations or accumulated deficit.

In the current period, the Company (i) 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, (ii) interest payable due to related parties and notes payable due to related parties is aggregated and presented as notes payable due to related parties in the condensed consolidated balance sheets, (iii) current portion of interest payable due to related parties and current portion of notes payable due to related parties is aggregated and presented as current portion of notes payable due to related parties in the condensed consolidated balance sheets and (iv) separately discloses interest expense due to related parties in the condensed consolidated statements of operations.

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

For the Nine Months Ended

September 30,

$ 226 $ 96 $ 581 $ 271

1 unchanged sentence

Acquired in-process research and development expense

1,848 — 1,967 —

Depreciation and amortization expense

36 unchanged sentences

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.

The carrying value of the Company's short-term notes payable and notes payable due to related parties approximate the instruments' fair values 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):

June 30, 2025

September 30, 2025

Cash Equivalents

30 unchanged sentences

(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.

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

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

June 30, 2025

September 30, 2025

Valuation Technique

19 unchanged sentences

Revenue adjusted discount rate

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):

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

6 unchanged sentences

Balance at June 30, 2025

Change in fair value

Balance at September 30, 2025

$ 11,317 $ 981

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):

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

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

6 unchanged sentences

Balance at June 30, 2024

Change in fair value

Balance at September 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.

11 unchanged sentences

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

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

As of September 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.

18 unchanged sentences

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 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 current portion of royalties payable due to related parties in the condensed consolidated balance sheets if it is payable within the next 12 months and under royalties payable due to related parties in the condensed consolidated balance sheets if it is payable 12 months after the balance sheet date.

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

6 unchanged sentences

Assets that are acquired in an asset acquisition for use in research and development activities that have an alternative future use are capitalized as in-process research and development (“IPR&D”) in the condensed consolidated balance sheets.

Acquired IPR&D that has no alternative future use as of the acquisition date is recognized as research and development expense in the condensed consolidated statements of operations as of the acquisition date.

Acquired IPR&D that has no alternative future use as of the acquisition date is recognized as acquired-in-process research and development expense in the condensed consolidated statements of operations as of the acquisition date.

Contingent consideration in asset acquisitions that is not accounted for as a derivative is measured and recognized when payment becomes probable and reasonably estimable.

3 unchanged sentences

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.

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, a default interest rate of 18 %, and a conversion rate of 20 cents per share of common stock of QHSLab, Inc.

(“QHSLab”) ( "2021 Note").

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, a default interest rate of 18 %, and conversion rate of 20 cents per share of common stock of QHSLab ( “2022 Note”).

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

8 unchanged sentences

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.

The Company recorded unrealized gains of $ 107 thousand and $ 117 thousand for the QHSLab Notes for the three and nine months ended September 30, 2025 , respectively.

The QHSLab Notes were valued at $ 981 thousand as of September 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

11 unchanged sentences

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.

The Company did not transfer any assets in exchange for its controlling equity interest in Cardionomix, which did not have any assets or liabilities at formation.

Accordingly, the Company did not record any gain or loss upon initial consolidation.

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

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

Cardionomix does not hold any other material assets or liabilities as of September 30, 2025 .

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

Unless Cardionomix can obtain its own financing, the Company currently intends, to the extent it is able and otherwise subject to changes in circumstances, to provide financial support to Cardionomix until such time as the CPNS System has been clinically developed and commercialization achieved.

Unless 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.

3 unchanged sentences

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 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 therefore consolidates the results of operations, assets, and liabilities of KardioNav.

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.

1 unchanged sentence

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.

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 currently intends, to the extent it is able and subject to changes in circumstances, to provide financial support to KardioNav, until such time as KardioNav may have successfully completed research and development of its cardiac electrophysiology mapping technologies.

As of September 30, 2025 , KardioNav's only assets or liabilities relate to prepaid expenses and other current assets of $ 138 thousand, accrued expenses of $ 16 thousand, and notes payable due to related parties with a carrying value of $ 303 thousand.

The notes payable due to related parties are presented under short-term notes payable of variable interest entities due to related parties in the condensed consolidated balance sheets.

KardioNav does not hold any other material assets or liabilities.

Distinguishing Liabilities from Equity

21 unchanged sentences

Recognize revenue when the Company satisfies a performance obligation

The Company has elected as a practical expedient to expense as incurred any costs incurred to obtain a contract as the related amortization period would be one year or less.

The VIVO System offers 3D cardiac mapping to help localize the sites of origin of idiopathic ventricular arrhythmias in patients with structurally normal hearts prior to electrophysiology studies.

11 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 six months ended June 30, 2025 and 2024 .

There were no software upgrade services revenues during the nine months ended September 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.

2 unchanged sentences

The Company recognizes revenue when it transfers control of the LockeT device to the customer, which happens when the Company delivers the product to the customer.

The Company has elected as a practical expedient to expense as incurred any costs incurred to obtain a contract as the related amortization period would be one year or less.

Disaggregation of Revenue

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

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Product sales

$ 172 $ 62 $ 480 $ 129

54 34 101 142

Total product sales

4 unchanged sentences

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.

Advertising costs were $ 15 t housand and $ 148 thousand during the three and nine months ended September 30, 2025 , respectively, and $ 31 thousand and $ 127 thousand during the three and nine months ended September 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.

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 the Company 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.

13 unchanged sentences

Should the Company incur interest and penalties relating to tax uncertainties, such amounts would be classified as a component of interest expense and other expense, respectively.

On July 4, 2025, the One Big Beautiful Bill Act, was signed into law.

The legislation did not have a material impact on our income tax expense for the fiscal quarter ended September 30, 2025, and we do not expect it to materially change our effective income tax rate for 2025.

Basic and Diluted Net Loss per Share

1 unchanged sentence

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.

The Company’s Series A Convertible Preferred Stock, of which no shares were outstanding as of September 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.

5 unchanged sentences

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).

Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from outstanding warrants, stock options, non-vested restricted stock awards, 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.

15 unchanged sentences

Inventories consisted of the following (in thousands):

June 30, December 31,

September 30, December 31,

Raw materials

Finished goods

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

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

Property and Equipment

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

June 30, December 31,

September 30, December 31,

Machinery and equipment

6 unchanged sentences

Property and equipment, net

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.

Depreciation expense was $ 17 thousand and $ 55 thousand for the three and nine months ended September 30, 2025 , respectively, and $ 19 thousand and $ 45 thousand for the three and nine months ended September 30, 2024 , respectively.

Intangible Assets

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

The following table summarizes the Company’s intangible assets as of September 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 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 .

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 September 30, 2025 and 2024 and $ 1.5 million for the nine months ended September 30, 2025 and 2024 .

Accrued Expenses

Accrued expenses consisted of the following (in thousands):

June 30, December 31,

September 30, December 31,

Legal expenses

5 unchanged sentences

Notes Payable

Note Payable - Director & Officer Liability Insurance

Note Payable - Director and Officer Liability Insurance

The Company purchased director and officer liability insurance coverage on October 16, 2023 for $ 447 thousand.

1 unchanged sentence

The interest rate on the loan was 8.99 %.

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 .

Interest expense on this loan was $ 0 thousand and $ 4 thousand for the three and nine months ended September 30, 2024 , respectively.

The loan balance was paid off in May 2024, such that there is no remaining balance as of September 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 $ 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.

Interest expense on this loan was $ 0 and $ 6 thousand for the three and nine months ended September 30, 2025 , respectively.

The loan balance was paid off in July 2025, such that there is no remaining balance as of September 30, 2025 .

The loan balance was $ 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

5 unchanged sentences

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.

Interest expense on this note was $ 32 and $ 51 thousand for the three and nine months ended September 30, 2025 , respectively.

The Note Payable and related accrued interest totaled $ 1.3 million as of September 30, 2025 , which included a principal balance of $ 1.5 million and accrued interest expense of $ 24 thousand net of unamortized discounts of $ 227 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):

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

September 30,

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

15 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 $ 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.

Interest expense on the Related Party Notes was $ 45 thousand and $ 135 thousand for the three and nine months ended September 30, 2025 , respectively, and $ 33 and $ 36 thousand for the three and nine months ended September 30, 2024 , respectively.

The Related Party Notes and related accrued interest totaled $ 1.7 million as of September 30, 2025 , of which $ 196 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.

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

Notes Payable Issued by KardioNav

On July 11, 2025, two short-term promissory notes with a face amount 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.

The promissory notes have a maturity date of July 11, 2026, and interest rates of 4.2 % per annum, payable upon maturity (the "Notes Payable").

The Notes Payable, 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 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 this note was $ 3 thousand for the three and nine months ended September 30, 2025 .

The Notes Payable and related accrued interest totaled $ 303 thousand as of September 30, 2025 , which included a principal balance of $ 300 thousand and accrued interest of $ 3 thousand.

The Notes Payable and related accrued interest are recorded under short-term notes payable of variable interest entities due to related parties on the condensed consolidated balance sheets.

Royalties Payable

3 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 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.

As of September 30, 2025 and December 31, 2024 , the fair value of the royalty payable related to the agreement with the Noteholders was $ 11.3 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.

9 unchanged sentences

$ 10 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

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

September 30, 2025 as compared to

December 31, 2024.

3 unchanged sentences

$ 2.1 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.

three and nine months ended September 30, 2025 , respectively, and

million for the three and nine months ended September 30, 2024 , respectively.

The Company accrued

1 unchanged sentence

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

June 30, 2025 , and

September 30, 2025 , and

December 31, 2024 , respectively.

7 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 and six months ended June 30, 2025 and 2024 in relation to the AMIGO System.

The Company is not actively marketing and selling the AMIGO System, such that there was no royalty expense recorded for the three and nine months ended September 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 six months ended June 30, 2025 , and the year ended December 31, 2024 , the Company only had operating leases.

For the nine months ended September 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.

17 unchanged sentences

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.

As of September 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 September 30, 2025 .

New Jersey Office Lease Agreement

5 unchanged sentences

In April 2024, a lease extension agreement was entered into extending the lease through December 31, 2025.

On July 8 2025, the Company entered into a second lease extension agreement to extend the lease for an additional 24 -month period through the end of December 31, 2027.

Accordingly, the Company remeasured the lease liability on the basis of the revised lease payments and lease term, such that the extension option of 24 months has been included in operating right-of-use-assets and operating lease liabilities in the condensed consolidated balance sheet as of September 30, 2025 .

Park City Office Lease Agreement

3 unchanged sentences

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

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):

As of September 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 September 30, 2025 .

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

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Operating lease expense

2 unchanged sentences

$ 25 $ 25 $ 78 $ 78

June 30, December 31,

September 30, December 31,

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

9 unchanged sentences

Operating lease right-of-use assets and lease liabilities were recorded in the condensed consolidated balance sheets as follows (in thousands):

September 30,

Operating lease right-of-use assets, net

3 unchanged sentences

Net Loss per Share

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.

The Company’s outstanding Series X Convertible Preferred Stock, Series B Convertible Preferred Stock, and 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.

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.

All common share and per-share amounts for all periods presented reflect the Company’s 1 -for- 19 reverse stock split effective on August 15, 2025.

As a result of the net loss attributable to Catheter Precision, Inc.'s common stockholders for all periods presented herein, the following common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the three and nine months ended September 30, 2025 and 2024 because including them would have been antidilutive:

September 30,

Warrants for common stock

1,078,943 634,509

Employee stock options

164,355 5,026

Series B Convertible Preferred Stock

Series X Convertible Preferred Stock

66,610 66,610

Restricted stock awards

Total common stock equivalents

1,651,121 706,145

The weighted-average number of common shares outstanding as of September 30, 2025 includes 16,550 shares of common stock sold under the ATM Agreement on September 30, 2025 but issued on October 1, 2025.

Equity Offerings

4 unchanged sentences

The Company collected gross proceeds of approximately $ 3.6 million before deducting underwriting discounts, commissions, and offering expenses payable by the Company of $ 1 million, resulting in net proceeds of $ 2.6 million.

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.

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 $ 19.00 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 $ 19.00 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 $ 19.00 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 $ 0.0019 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 Ladenburg a 45 -day Overallotment Option to purchase up to (i) 24,634 additional shares of common stock, (ii) 24,634 additional Series H Warrants, (iii) 24,634 additional Series I Warrants, and/or (iv) 24,634 additional Series J Warrants, solely to cover over-allotments.

On August 30, 2024, the Underwriters partially exercised the Overallotment Option to purchase an additional 458,623 shares of common stock, 458,623 Series H Warrants, 458,623 Series I Warrants, and 458,623 Series J Warrants, or 458,623 common stock Units.

The common stock Units issued through the exercise of the Overallotment Option are included in the 805,900 common stock Units noted abo ve.

On August 30, 2024, the Underwriters partially exercised the Overallotment Option to purchase an additional 24,138 shares of common stock, 24,138 Series H Warrants, 24,138 Series I Warrants, and 24,138 Series J Warrants, or 24,138 C ommon Stock Units.

The Common Stock Units issued through the exercise of the Overallotment Option are included in the 42,415 C ommon Stock Units noted abo ve.

The Overallotment Option expired on October 14, 2024.

14 unchanged sentences

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.

All 145,943 Pre-Funded Warrants issued in the September 2024 Public Offering were exercised during 2024.

2024 Warrant Inducement Offer

16 unchanged sentences

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 .

During the nine months ended September 30, 2025 , the Company released and issued the remaining balance of 162,947 Abeyance Shares.

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

PIPE Financing

6 unchanged sentences

$ 0.0001 per share.

Each PIPE Unit consisted of:

Each PIPE Unit consisted of (i)

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

11 unchanged sentences

one share of the Company's common stock and

may be cashlessly exercised under certain circumstances.

may be exercised on a cashless basis 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

The Series L Warrants are callable by the Company for

$ 0.19 per share if the volume-weighted average price of the Company's common stock for

20 consecutive trading days exceeds

$ 28.50 per share and the Series L Warrants have

not been exercised.

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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.

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

At the Market Offering Agreement

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

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

Under the ATM Agreement, the Company

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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”).

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

August 7, 2025, the Company filed a prospectus supplement, which supersedes and replaces the prospectus supplement dated

June 13, 2025, increasing the aggregate amount of shares available to be sold to

$ 4.3 million.

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

7 unchanged sentences

3 % of the aggregate gross proceeds from sale of its shares of common stock.

June 30, 2025 ,

September 30, 2025 ,

868,582 shares of common stock had been sold under the ATM Agreement for gross proceeds of

3 unchanged sentences

Warrants outstanding, December 31, 2024

( 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 :

Warrants outstanding, September 30, 2025

As of September 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 September 30, 2025 :

Exercise Price

Expiration Date

August 2020 Warrants

1,943 $ 4,375.00 8/3/2025

August 2020 Placement Agent Warrants

192 $ 5,468.75 7/30/2025

August 2021 Pharos Banker Warrants

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13,534 $ 10.31 6/6/2030

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

As of September 30, 2025 , the warrants issued by the Company had a weighted average exercise price of $ 22.65 .

Placement Fees

5 unchanged sentences

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

June 30, 2025 and

September 30, 2025 and

December 31, 2024 .

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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 $ 608 of principal amount.

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.

As of September 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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Common Shares Issued

1,750 109,355

July 24, 2023

6 unchanged sentences

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

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

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

Series B Convertible Preferred Stock

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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.

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

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

4 unchanged sentences

June 11, 2025

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

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

Stock-Based Compensation

1 unchanged sentence

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.

As of September 30, 2025 , stock options outstanding under the 2018 Plan were eliminated following the reverse stock split at 1 -for- 19 that was effective August 15, 2025.

2018 Employee Stock Purchase Plan

6 unchanged sentences

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.

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

2023 Equity Incentive Plan

4 unchanged sentences

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

September 30, 2025 and

December 31, 2024 ,

6 unchanged sentences

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.

For the nine months ended September 30, 2025 , the Committee approved the grant of 140,373 stock options with service-based conditions and 19,987 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, 11,832 contain performance conditions related to the achievement of specified quarterly sales targets in 2025 (“quarterly sales performance conditions”) and 8,155 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.

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

The options granted for the

2023 Plan for the

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

nine months ended September 30, 2025 and 2024 were valued using the Black-Scholes model based on the following assumptions on the date of issue:

Options with Time-Based Vesting Conditions

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

For the Nine Months Ended

September 30,

Risk-free interest rate

2 unchanged sentences

Expected dividend yield

0.00 % 0.00 % 0.00 % 0.00 % 0.00 %

Expected life (in years)

1 unchanged sentence

Options with Performance-Based Vesting Conditions

Employee Options with Quarterly Sales Targets Issued January 29, 2025 Employee Options with Tiered Sales Targets Issued January 29, 2025

For the Nine Months Ended

September 30,

Risk-free interest rate

98.00 - 98.40 % —

98.40 % 98.00 %

Expected dividend yield

0.00 % 0.00 %

Expected life (in years)

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

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

Stock Exercise Remaining Intrinsic Value

7 unchanged sentences

( 26,021 ) 8.82 — —

Outstanding at June 30, 2025

Outstanding at September 30, 2025

138,040 $ 8.08 9.50 $ —

Vested and expected to vest at June 30, 2025

Vested and expected to vest at September 30, 2025

138,040 $ 8.08 9.50 $ —

Exercisable at June 30, 2025

Exercisable at September 30, 2025

13,573 $ 17.71 8.64 $ —

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.

The weighted-average grant-date fair value of the 2023 Plan options granted during the nine months ended September 30, 2025 and 2024 was $ 4.41 and $ 75.69 per share, respectively.

Non-Plan Options Issued

1 unchanged sentence

The options vest monthly over 3 years with an exercise price of $ 10.07 and an expiration date of January 6, 2035.

The Non-Plan Options issued were valued using the Black-Scholes model based on the following assumptions on the date of issue:

Non-Plan Options Issued January 6, 2025

The Non-Plan Options issued for the nine months ended September 30, 2025 and 2024 were valued using the Black-Scholes model based on the following assumptions on the date of issue:

For the Nine Months Ended

September 30,

Risk-free interest rate

4.62 % 4.63 %

97.00 % 211.61 %

Expected dividend yield

Expected life (in years)

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

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

Stock Exercise Remaining Intrinsic Value

7 unchanged sentences

( 1,315 ) 101.10 — —

Outstanding at June 30, 2025

Outstanding at September 30, 2025

26,315 $ 10.07 9.27 $ —

Vested and expected to vest at June 30, 2025

Vested and expected to vest at September 30, 2025

26,315 $ 10.07 9.27 $ —

Exercisable at June 30, 2025

Exercisable at September 30, 2025

5,847 $ 10.07 9.27 $ —

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.

The weighted-average grant-date fair value of the Non-Plan options granted during the nine months ended September 30, 2025 and 2024 was $ 7.92 and $ 99.33 per share, respectively.

Restricted Stock Awards

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

A summary of the restricted stock award activity for the nine months ended September 30, 2025 is presented below.

Restricted Grant Date

2 unchanged sentences

Cancelled/forfeited

Outstanding at June 30, 2025

Outstanding at September 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.

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 June 30, 2025 was as follows:

Stock-based compensation expense for the three and nine months ended September 30, 2025 was $ 70 thousand and $ 259 thousand, respectively.

Stock-based compensation expense for the three and nine months ended September 30, 2024 was $ 17 thousand and $ 36 thousand , respectively.

Unrecognized Expense (in thousands)

6 unchanged sentences

The Company issued 14,473 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 $ 119.0 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.

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 for the nine months ended September 30, 2025 .

As of September 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.

4 unchanged sentences

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 IPR&D Asset was determined to have no alternative future use, and accordingly, the Company expensed the costs of acquisition of $ 1.9 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 nine months ended September 30, 2025 .

See Note 7, Notes Payable 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 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.

For the three and nine months ended September 30, 2025 , the Company recorded federal income tax provision of $ 78 thousand and federal income tax benefit $ 1,596 thousand, r espectively, and no state income tax provision or benefit.

For the three and nine months ended September 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 June 30, 2025 .

The Company has no open income tax audits with any taxing authority as of September 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 June 30, 2025 , the Company had no outstanding litigation.

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

Related Parties

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

As of September 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 757 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.

Of the total options to purchase 757 shares of the Company’s common stock, 17 options have expired as of September 30, 2025 , and the remaining 740 options have an exercise price of $ 383.80 per share.

On May 1, 2024, Marie-Claude Jacques, the Company’s then Chief Commercial Officer, received a non-plan option to purchase 1,315 shares of the Company’s common stock.

7 unchanged sentences

On August 23, 2024, the Notes were amended to extend the maturity date to January 31, 2026 and increase the interest rate to 12 % per annum effective August 31, 2024.

On July 11, 2025, two short-term promissory notes with a face value 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.

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

See Note 7, Notes Payable for further information.

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

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

Related Party

7 unchanged sentences

Jenkins Family Charitable Institute

David Jenkins

Lifestim, Inc.

On September 3, 2024, the Jenkins Family Charitable Institute also invested approximately $ 500,000 in the Company’s public offering and received 13,947 shares of common stock;

14 unchanged sentences

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

Subsequent Events

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

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

Subsequent Events

Increase in the Number of Authorized Shares of Common Stock

On October 10, 2025, at a special meeting of stockholders of the Company, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of the Company, to effect an increase to the Company’s authorized common stock, from 60 million to 500 million shares of common stock.

The amendment became effective on October 17, 2025, after the filing of the Certificate of Amendment with the State of Delaware .

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