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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 957 added, 763 removed, 1100 unchanged (61% of the section changed)

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Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based upon this evaluation, due to the existence of the material weaknesses found in our internal controls over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level.

As disclosed in our Form 10-Qs for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, for the reasons set forth therein, our Chief Executive Officer and then-Interim Chief Financial Officer concluded that, as of March 31, 2024, June 30, 2024, and September 30, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

In preparation of our financial statements for the period covered by this report, we identified material weaknesses in internal control over financial reporting related to our control environment that existed as of December 31, 2024, as described below.

Specifically, we identified material weaknesses with respect to (1) the lack of segregation of duties, (2) the lack of designed and operating review controls with respect to oversight of the financial reporting process, and (3) review of work performed by service providers with regards to (i) management's provision of inputs for valuations to a third-party provider and (ii) the Section 382 calculation in the tax provision in that the Company's provision did not reference the correct dates when determining ownership changes resulting in material changes in the amount of expiring net operating losses available to be utilized.

Notwithstanding the identified material weaknesses, management believes that the Financial Statements and related financial information included in this Annual Report fairly present, in all material respects, our balance sheets, statements of operations, shareholders’ equity and cash flows as of and for the periods presented.

Remediation Plan

Management is in the process of developing a remediation plan.

The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.

The Company will monitor the effectiveness of its remediation plans and will make changes management determines to be appropriate.

Anticipated remediation measures include continuing assessment of the need to expand the Company’s current accounting and financial reporting teams to include individuals with requisite experience to meet the requirements associated with the increasing operations of a publicly traded company, establishment of policies and procedures to ensure full review and sign offs with respect to the inputs sent to third-party service providers as well as the reports and documentation upon the completion of their work prior to any adjustments being made to the financial statements, and establishment of policies and procedures to review the inputs to fair value and tax provision calculations as well as the outputs impacting the balance at each reporting period.

In January 2025, we hired a new Chief Financial Officer and are in the process of establishing additional controls intended to eliminate the disclosed material weaknesses.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2024, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025 , our disclosure controls and procedures were effective at the reasonable assurance level.

Management ’ s Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public Accounting Firm

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Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on the assessment, management has concluded that its internal control over financial reporting was not effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, due to the material weaknesses discussed above at “Evaluation of Disclosure Controls and Procedures.” Our independent registered public accounting firm, WithumSmith+Brown, PC ("Withum"), is not required to and has not issued an attestation report as of December 31, 2024 because we are not an “accelerated filer” or a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act.

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, 2025 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Our independent registered public accounting firm, WithumSmith+Brown, PC ("Withum"), is not required to and has not issued an attestation report as of December 31, 2025 because we are not an “accelerated filer” or a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act.

Inherent Limitations on Effectiveness of Controls

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Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Remediation of Material Weaknesses

As discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, our management, with oversight from our Audit Committee, made the following changes in its financial reporting processes in 2025:

We added a new Chief Financial Officer with relevant public company financial reporting and accounting skillsets.

We designed a control framework related to review of work of service providers.

Through this, the company has designed the controls over the work of service providers to ensure that accurate information is received and included in the financial reporting process.

We enhanced and designed documentary evidence for management review controls over business processes including precision of review and evidence of review procedures performed to demonstrate effective operation of such controls.

After completing our testing of the design and operational effectiveness of these controls, our management concluded that we remediated the previously identified material weaknesses as of December 31, 2025.

OTHER INFORMATION

No director or officer (as defined in Rule 16a–1 (f) under the Exchange Act) of the Company adopted or terminated (i) any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5–1 (c) under the Exchange Act;

and/or (ii) any “non-Rule 10b5–1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K, during the quarter ended December 31, 2024 .

and/or (ii) any “non-Rule 10b5–1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K, during the year ended December 31, 2025 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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He was also Vice Chairman and Head of Equity Capital Markets of Merriman Capital LLC, an investment banking firm, and served on the board of the parent company, Merriman Holdings, Inc.

Arno currently serves on the boards of directors of Oncocyte Corporation, Smith Micro Software, Inc.

Arno currently serves on the boards of directors of iMDx, Smith Micro Software, Inc.

and XXII Century Group, Inc., a tobacco products company, which are all public companies, and on the boards of Independa Inc., a software company, and Comhear Inc., an audio technology R&D company, both of which are private.

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He received a Bachelor of Arts in Business Management from Ithaca College and an MBA with concentration in Finance from Hofstra University.

Marie-Claude Jacques , age 40, became Chief Commercial Officer on May 1, 2024.

From January 2023 to January 2024, she was the Director of Field Integration for Boston Scientific Corporation, a Fortune 500 manufacturer of medical devices used in rhythm management, endoscopy, neuromodulation, peripheral interventions and neurology/pelvic health.

Jacques was employed with the AF Solutions Group of Boston Scientific’s cardiology division.

From February 2022 to December 2022, she was the Vice President of Sales, Access Solutions for that group.

From August 2022 to December 2022, Ms.

Jacques was Vice President of US sales for Baylis Medical Company Inc., a company that offers advanced transseptal access solutions as well as guidewires, sheaths and dilators used to support catheter-based left-heart procedures.

From June 2014 to August 2022, Ms.

Jacques was Director of US Sales for Baylis Medical Company Inc.

Jacques has been a part of the medical device field for over 15 years.

She began her career with Baylis Medical and was an integral part in growing and scaling the sales' US business.

Jacques led the company to double digit sales growth for consecutive years and participated in market development which led to the acquisition by Boston Scientific in 2022.

She has a bachelor’s degree in microbiology from Université Laval and a Master’s degree in Business Administration from University of Warwick.

Delinquent Section 16(a) Reports

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Such directors, executive officers and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms, and written representations that we have received from certain reporting persons that they filed all required reports, we believe that all of our officers, directors and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them with respect to transactions during 2024, other than one late Form 3 filed by Andrew Arno, who began serving as a director in July 2024.

Audit Committee

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We have adopted an Insider Trading Policy and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE American listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the year ended December 31, 2024.

Our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10 -K for the year ended December 31, 2025.

In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

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With respect to 2025, the compensation committee and the Board did not retain a compensation consultant in connection with determining compensation of non-employee directors.

In January 2024, the compensation committee recommended, and the Board approved, 2024 compensation to all non-employee directors consisting of a cash retainer of $50,000 and an award of non-qualified stock options to purchase 2,500 shares of Company common stock to each non-employee director.

Options were granted on January 8, 2024, have a purchase price of $4.00 per share, a 10-year term, and vest quarterly over three years.

Then in January 2025, the compensation committee recommended, and the Board approved, that annual cash compensation be reduced from $50,000 to $30,000, effective July 1, 2024, with an adjustment made to the final payment to the non-employee directors for 2024.

In January 2025, the compensation committee recommended, and the Board approved, that annual cash compensation be reduced from $50,000 to $30,000, effective July 1, 2024, with an adjustment made to the final payment to the non-employee directors for 2024.

On January 28, 2025, the compensation committee recommended and granted, and the Board approved, an award of non-qualified stock options to purchase 5,263 shares of Company common stock to each non-employee director.

Options were granted on January 29, 2025, have a purchase price of $7.98 per share, a 10 -year term, and vested 33.33% on the grant date, with the remainder vesting 33.33% on the first anniversary of the grant date and 33.34% vesting on the second anniversary of the grant date.

On August 12, 2025, the compensation committee recommended and granted, and the Board approved, an award of non-qualified stock options to purchase 2,631 shares of Company common stock to each non-employee director.

Options were granted on August 12, 2025, have a purchase price of $3.42 per share, a 10 -year term, and vested 33.33% annually beginning on the first anniversary of the grant date.

Retainer cash payments will be paid in cash on or about the last day of each fiscal quarter of the Company in arrears to each non-employee director.

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James Caruso (2)

John P Francis (3)

Andrew Arno (3)

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Caruso held vested options to purchase 1,831 shares of Company common stock and unvested options to purchase 6,194 shares of Company common stock as of December 31, 2025.

Francis served on the Board from January 2, 2024 to July 3, 2024.

Arno joined the Board on July 3, 2024.

Arno held vested options to purchase 1,754 shares of Company common stock and unvested options to purchase 6,140 shares of Company common stock as of December 31, 2025.

Stock Based Compensation to our Consolidated Financial Statements included in this Annual Report for a discussion of the assumptions we made in the valuation of these option grants.

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Named Executive Officers

The named executive officers for 2024 (“NEOs”), which consist of our principal executive officer, our former Interim Chief Financial Officer, and our Chief Commercial Officer, who were our only executive officers as of December 31, 2024, were as follows:

The named executive officers for 2025 (“NEOs”), which consist of our principal executive officer, our Chief Financial Officer, and our former Chief Commercial Officer, who were our only executive officers as of December 31, 2025 , were as follows:

Jenkins, Executive Chairman and Chief Executive Officer;

Margrit Thomassen, former Interim Chief Financial Officer and Secretary;

Marie-Claude Jacques, Chief Commercial Officer.

Philip Anderson, Chief Financial Officer;

Marie-Claude Jacques, former Chief Commercial Officer.

Jenkins was appointed Executive Chairman upon effectiveness of the Merger on January 9, 2023 and interim Chief Executive Officer beginning April 28, 2023, and Chief Executive Officer beginning January 2, 2024.

Margrit Thomassen served as Interim Chief Financial Officer from January 1, 2024, through January 6, 2025.

Marie-Claude Jacques was appointed as Chief Commercial Officer beginning May 1, 2024.

Philip Anderson was appointed Chief Financial Officer on January 6, 2025.

Marie-Claude Jacques was appointed as Chief Commercial Officer beginning May 1, 2024 and terminated on June 2, 2025.

Summary Compensation Table

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Jenkins’ employment agreement, he is entitled to annual compensation of $300,000.

Philip Anderson

In January 2025, we entered into an offer letter agreement with Philip Anderson, Chief Financial Officer.

In accordance with the terms of the offer letter, Mr.

Anderson is entitled to annual compensation of $200,000.

He also received 26,315 non-plan stock options, at an exercise price of $10.07 per share, vesting monthly over 3 years, exercisable over ten years per the terms of the offer letter.

Marie-Claude Jacques

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She also received 25,000 non-plan stock options, at an exercise price of $5.321 per share, vesting annually over 5 years, exercisable over ten years per the terms of the offer letter.

Jacques employment was terminated on June 2, 2025.

Outstanding Equity Awards at 2025 Fiscal Year-End

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David Jenkins

Margrit Thomassen

Marie-Claude Jacques

Philip Anderson

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non-Public Information

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Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Non-Public Information and the Trading Day Beginning Immediately Following the Disclosure of Material Non-Public Information

Margrit Thomassen

David Jenkins

Philip Anderson

Marie-Claude Jacques

Based on closing prices of the Company's common stock of $7.41 on February 3, 2025 and $7.41 on February 5, 2025.

Based on closing prices of the Company's common stock of $2.85 on August 14, 2025 and $4.25 on August 18, 2025.

Based on closing prices of the Company's common stock of $10.64 on January 6, 2025 and $10.07 on January 8, 2025.

Based on closing prices of the Company's common stock of $5.50 on May 6, 2024 and $5.60 on May 7, 2024.

Perquisites, Health, Welfare and Retirement Benefits

Our named executive officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, group life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees.

Our named executive officers are eligible to participate in our employee benefit plans, in each case on the same basis as all of our other employees.

We generally do not provide perquisites or personal benefits to our named executive officers, except in limited circumstances .

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5% Stockholders:

Armistice Capital LLC (1)

Jenkins Family Charitable Institute (2)

Casey Jenkins (3)

C/M Capital Master Fund LP (1)

Mercer Street Global Opportunity Fund LLC (1)

WVP Emerging Manager Onshore Fund LLC (1)

Joseph Reda (2)

Gregory Castaldo (3)

Directors and Named Executive Officers:

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Andrew Arno (7)

Margrit Thomassen (8)

Marie-Claude Jacques (9)

Philip Anderson (8)

All directors and executive officers as a group (5 persons) (4)(5)(6)(7)(8)

These securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund") and may be deemed to be beneficially owned by:

(i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund;

and (ii) Steven Boyd, as the Managing Member of Armistice Capital.

Certain information was obtained from a Schedule 13G/A filed by the shareholder on February 14, 2025.

The precise number of shares beneficially owned by the shareholder depends upon the operation of certain beneficial ownership blockers contained in warrants held by the shareholder and the number of shares outstanding, and therefore may be greater or less than the number presented from time to time.

The table does not include those warrants held by the shareholder that are not currently exercisable due to beneficial ownership blockers.

The shareholder currently owns Prepaid Series H warrants to receive 657,000 shares of common stock, Prepaid Series I warrants to receive 1,500,000 shares of common stock, Series J warrants to purchase 1,500,000 shares of common stock and Series K warrants to purchase 8,065,962 shares of common stock.

Address of stockholder is 510 Madison Avenue, 7th Floor, New York, NY 10022.

Jenkins, the daughter of Mr.

Jenkins, is the trustee of Jenkins Family Charitable Institute.

Includes 466,756 shares subject to currently exercisable Series I Warrants held by the Jenkins Family Charitable Institute.

Does not include Series I and Series J Warrants held by the Jenkins Family Charitable Institute to purchase an aggregate of 583,244 shares of common stock and Series J Warrants held by Ms.

Jenkins to purchase 150,000 shares of common stock which are not currently exercisable due to beneficial ownership blockers.

Does not include 18.691 shares of Series X Preferred Stock held by the Jenkins Family Charitable Institute which are convertible into approximately 18,690 shares of common stock upon satisfaction of certain conditions that have not currently been met.

Includes 466,756 shares subject to currently exercisable Series I Warrants held by the Jenkins Family Charitable Institute.

Does not include Series I and Series J Warrants held by the Jenkins Family Charitable Institute to purchase an aggregate of 733,244 shares of common stock and 150,000 shares subject to Series J Warranted held by Ms.

Jenkins which are currently not exercisable due to beneficial ownership blockers.

Does not include 18.691 shares of Series X Preferred Stock held by the Jenkins Family Charitable Institute and 262.256 shares of Series X Preferred Stock held by Ms.

Jenkins which are convertible into approximately 28,094 shares of common stock upon satisfaction of certain conditions that have not currently been met.

Also does not include 5,583 shares held by Ms.

These securities are directly held by each shareholder and may be deemed to be beneficial owned by:

(i) C/M Capital Partners, LP as investment manager to C/M Capital Master Fund LP and WVP Emerging Manager Onshore Fund, LLC;

(ii) Mercer Street Capital Partners, LLC as investment manager to Mercer Street Global Opportunity Fund, LLC;

(iii) Thomas Walsh as managing member of the general partner of C/M Capital Partners, LP;

and/or (iv) Jonathan Juchno as managing member of the general partner of C/M Capital Partners, LP and Mr.

Juchno controls Mercer Street Capital Partners, LLC.

Certain information was obtained from a schedule 13G filed by the parties on Feb 13, 2026.

The precise number of shares beneficially owned by each shareholder depends upon the operation of certain beneficial ownership blockers contained in Series B Preferred Stock held by the shareholders and the number of shares outstanding, and therefore may be greater or less than the number presented from time to time.

The table does not include the common stock underlying the Series B Preferred Stock that are currently not convertible due to beneficial ownership blockers.

Securities held by C/M Capital Master Fund, LP does not include 89,000 shares of Common Stock underlying Series B Convertible Preferred Stock.

Securities held by Mercer Street Global Opportunity Fund, LLC does not include 656,900 shares of Common Stock underlying Series B Convertible Preferred Stock.

Address of stockholders is 1111 Brickell Ave, Suite 2920, Miami, FL 33131.

These securities are directly held by Mr.

Does not include 699,301 shares of Common Stock underlying Series B Convertible Preferred Stock held by SEG Jets SPV I, LLC, of which Mr.

Reda is the Managing Member.

Certain information was obtained from a Schedule 13G filed by the shareholder on February 11, 2026.

Address of stockholder is 1324 Manor Circle, Pelham, NY 10803.

These securities are directly held by Mr.

Certain information was obtained from a Schedule 13G filed by the shareholder on February 11, 2026.

Address of stockholder is 3776 Steven James Drive, Garnet Valley, PA 19060.

Includes (i) 109 shares held by a charitable remainder unitrust of which Mr.

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and (ii) 34,579 shares held by a partnership of which Mr.

Jenkins is the manager member of the managing partner.

Jenkins is the managing member of the managing partner;

and (iii) 11,053 shares of Common Stock underlying exercisable stock options.

Does not include unvested options to purchase 38,946 shares of Common Stock.

Also, does not include Series J Preferred Stock held by Mr.

Jenkins and his affiliates which are convertible into 6,021,400 shares of common stock but which are subject to certain beneficial ownership blockers and the conversion of which is subject to shareholder approval.

Also, does not include 340,000 shares subject to Series M Warrants which are not currently exercisable.

Excludes 6,759 shares held by certain adult immediate family members of Mr.

Does not include 8,190.261 shares of Series X Preferred Stock held by Mr.

Jenkins and his affiliates which are convertible into 819,026 shares of common stock but which are subject to certain beneficial ownership blockers and which may not be converted, at the earliest, until July 9, 2024.

Also does not include 1,049.024 shares of Series X Preferred Stock held, in the aggregate, by certain adult immediate family members of Mr.

Jenkins and which are convertible into 104,902 shares of common stock, but which are subject to certain beneficial ownership blockers and which may not be converted, at the earliest, until July 9, 2024.

Also does not include exercisable options to purchase 24,581 shares of common stock and unvested options to purchase 42,000 shares of common stock held by Missiaen Huck, the non-executive chief operating officer of Catheter and Mr.

Does not include 15,790 shares subject to currently exercisable Series J Warrants held by a certain adult immediate family members of Mr.

Also does not include exercisable options to purchase 1,844 shares of Common Stock and unvested options to purchase 4,289 shares of Common Stock or 7,895 shares subject to currently exercisable Series J Warrants held by Missiaen Huck, the non-executive chief operating officer of Catheter and Mr.

Jenkins’s adult daughter.

Does not include 7.932 shares of Series X Preferred Stock held by Mr.

Caruso which are convertible into 793 shares of common stock but which are subject to certain beneficial ownership blockers and which may not be converted, at the earliest, until July 9, 2024.

Includes currently exercisable options to purchase 3,607 shares of Common Stock.

Does not include unvested options to purchase 4,418 shares of Common Stock.

Includes (i) 7 shares of common stock subject to options exercisable within 60 days of March 17, 2025, and (ii) exercisable options to purchase 34,370 shares of common stock.

Does not include unvested options to purchase 68,130 shares of common stock.

Includes exercisable options to purchase 3,606 shares of Common Stock.

Does not include unvested options to purchase 4,419 shares of Common Stock.

Includes (i) 1,676 shares of common stock underlying vested stock options held by Margrit Thomassen, the Company’s Secretary;

and (ii) exercisable options to purchase 10,500 shares of common stock.

Does not include unvested options to purchase 42,000 shares of common stock.

Includes exercisable options to purchase 3,508 shares of Common Stock.

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The weighted average exercise price is based solely on outstanding options.

Outstanding options were issued under the Company’s 2018 Equity Incentive Plan (as amended, the “2018 Plan”) and the Company's 2023 Equity Incentive Plan (the "2023 Plan").

The 2018 Plan was terminated in 2024 and no shares remain available for future issuance.

The number of securities remaining available represents shares under the 2023 Plan, and excludes 1.5 million shares authorized by the Company's stockholders in January 2025, and 124,733 shares which become available on March 1, 2025, and additional shares which will become available in future quarters, pursuant to an adjustment feature under the 2023 Plan.

Outstanding options were issued under the Company’s 2023 Equity Incentive Plan (the "2023 Plan").

The number of securities remaining available represents shares under the 2023 Plan, and excludes shares which become available on March 1, 2026, and additional shares which will become available in future quarters, pursuant to an adjustment feature under the 2023 Plan.

Under the adjustment features, the number of shares available for issuance under the 2023 Plan increases on the first day of each fiscal quarter (each, an “Adjustment Date”) by an amount equal to the lesser of:

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(effective 09/30/22)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 08/17/23)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (filed 7/11/2024, effective 7/15/2024)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 1/13/2025)

Certificate of Designation of Series X Convertible Preferred Stock.

Certificate of Designation of Series A Preferred Stock.

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 8/15/2025)

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant (effective 10/17/2025)

Certificate of Designation of Series A Preferred Stock.

Certificate of Designation of Series B Preferred Stock

Certificate of Designation of Series C-1 Preferred Stock

Certificate of Amendment of Certificate of Designations of Series C-1 Preferred Stock

Certificate of Designation of Series J Preferred Stock

Certificate of Correction of Certificate of Designation of Series J Preferred Stock

Certificate of Designation of Series X Convertible Preferred Stock.

Amended and Restated Bylaws of the Registrant.

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Description of Capital Stock

Form of warrant issued in May 2020.

Form of pre-funded warrant issued in May 2020.

Form of placement agent warrant issued in May 2020.

Form of warrant offered in July 2020.

Form of pre-funded warrant issued in July 2020.

Form of placement agent warrant offered in July 2020.

Form of placement agent warrant offered in October 2024

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1, dated July 22, 2022, to February 8, 2022 Warrant Agency Agreement by and between the Company and American Stock Transfer & Trust Company, LLC.

Form of Series E Warrant offered in January 2023.

Form of Series F Warrant issued in March 2023.

Exhibit Number

Incorporated by Reference

Form of Series G Warrant issued in March 2023.

Form of Series H Warrant offered in September 2024

Form of Series I Warrant offered in September 2024

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Form of Series K Warrant offered in October 2024

Form of Pre-Funded Warrant offered in September 2024

Form of Underwriters' Warrant offered in September 2024

Form of Warrant Agency Agreement dated as of September 3, 2024 entered into by and between the Registrant and Equiniti Trust Company, LLC

Form of Series L Warrant offered in May 2025

Placement Agent Common Stock Purchase Warrant dated June 6, 2025

Series M Warrant issued to David A.

Jenkins dated December 31, 2025

Series M Warrant issued to FatBoy Capital, LP dated December 31, 2025

At the Market Offering Agreement, dated May 19, 2025 by and between the Registrant and Ladenburg Thalmann & Co.

Investment Banking Agreement dated February 11, 2025 entered into by and between the Registrant and Ladenburg Thalmann & Co.

Amendment to Investment Banking Agreement dated as of April 16, 2025 entered into by and between the Registrant and Ladenburg Thalmann & Co.

Securities Purchase Agreement dated May 12, 2025

Registration Rights Agreement dated May 12, 2025

Assignment Agreement dated May 12, 2025

Asset Purchase Agreement, dated April 22, 2025, by and between the Registrant and Cardionomic (assignment for the benefit of creditors), LLC

Short Term Promissory Note dated July 11, 2025 by and between KardioNav, Inc.

and Lifestim, Inc.

2018 Form of Indemnification Agreement between the Registrant and directors and executive officers.

Ra Medical Systems, Inc.

2018 Stock Compensation Plan and Forms of Award Agreement thereunder.

Ra Medical Systems, Inc.

2018 Equity Incentive Plan and Forms of Award Agreement thereunder, as amended.

Corporate Integrity Agreement, between the Company and the Office of Inspector General of the Department of Health and Human Services, dated December 28, 2020.

Notice of Suspension of Corporate Integrity Agreement, dated January 11, 2023.

Warrant Inducement Offer Letter dated July 22, 2022.

Exhibit Number

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Debt Settlement Agreement and Release including certain royalty rights with Fatboy Capital, L.P., dated January 9, 2023.

Series J Exchange Agreement dated February 12, 2026 by and between the Registrant and David A.

Series J Exchange Agreement dated February 12, 2026 by and between the Registrant and FatBoy Capital, LP

LockeT Royalty Agreement with Auston Locke.

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Invention Assignment and Royalty Agreement with Auston Locke in relation to LockeT dated May 28, 2024

Lease with respect to Fort Mill facility.

2023 Equity Incentive Plan

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2023 form of Incentive Stock Option Agreement Under 2023 Equity Incentive Plan

Notice of Stock Option Award granted March 13, 2021 to Margrit Thomassen under Old Catheter's 2009 Equity Incentive Plan

Non-plan Stock Option Award granted May 1, 2024 to Marie-Claude Jacques

Non-plan Stock Option Award granted January 6, 2025 to Philip Anderson

Offer Letter to Philip Anderson dated January 3, 2025

Offer Letter to Marie-Claude Jacques dated April 24, 2024

Software and Technology License Agreement dated May 1, 2016, with Peacs BV.

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Incorporated by Reference

Warrant Inducement Letter Dated October 24, 2024

Waiver Agreement Dated October 29, 2024

Promissory Note dated May 30, 2024

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Promissory Note dated July 25, 2024

Quality Agreement with Zien Medical Technologies, Inc.

related to LockeT Manufacture, dated March 20, 2023

First Amendment to Promissory Note dated May 30, 2024

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First Amendment to Promissory Note dated July 25, 2024

Letter re change in certifying accountant

Second Amendment to Promissory Note dated May 30, 2024

Second Amendment to Promissory Notes dated June 25, 2024, July 1, 2024 and July 18, 2024

Second Amendment to Promissory Note dated July 25, 2024

Quality Agreement with Zien Medical Technologies, Inc.

related to LockeT Manufacture, dated March 20, 2023

Securities Purchase Agreement dated February 6, 2026 between the Registrant and Investors

Securities Purchase Agreement dated February 6, 2026 between the Registrant and SEG Jets LLC

Registration Rights Agreement dated February 6, 2026

Securities Purchase Agreement dated March 9, 2026 between Registrant and Investors

Securities Purchase Agreement dated March 9, 2026 between the Registrant and Creatd, Inc.

Registration Rights Agreement, dated March 9, 2026

Insider Trading Policy dated March 21, 2025

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Filed herewith.

The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended (Exchange Act), and is not to be incorporated by reference into any filing of Ra Medical Systems, Inc.

under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Catheter Precision, Inc., (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Catheter Precision, Inc.

(the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity , and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations and negative cash flows from operations and expects to continue to incur operating losses that raise substantial doubt about its ability to continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, the entity has suffered recurring losses from operations, has experienced negative cash flows from operations, and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

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Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Catheter Precision, Inc.

in accordance with the U.S.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Catheter Precision, Inc.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair Value of Royalties Payable

Description of the Matter

The Company had $9.2 million of royalties payable as of December 31, 2024, based on the fair value of the royalties payable related to the LockeT royalty agreements acquired in connection with the prior year merger.

We identified the fair value of royalties payable as a critical audit matter.

In determining the fair value, management must generate revenue projections through the expiration of the royalty agreements.

They must also calculate a revenue-adjusted discount rate which is then applied to calculate the present value of the royalties payable.

There is significant uncertainty associated with the projections due to limited sales history available as the related product only began sales in the current year.

In addition, the calculation of the discount rate requires the involvement of management's valuation specialists.

How the Critical Matter was Addressed in the Audit

To determine the reasonableness of the fair value of the royalties payable, we:

Assessed the reasonableness of the forecasts of future revenue by (i) comparing to historical revenue growth of the Company and (ii) assessing forecasts of future revenues against industry metrics and guideline companies.

Utilized personnel with specialized knowledge and skill in valuation to assist in assessing the reasonableness of discount rates incorporated into the valuation models used by management.

Recalculated the mathematical accuracy of the Company’s net present value calculation.

Assessed the professional competence, experience, and objectivity of the Company’s external valuation specialist.

Assessment of ASC 360 Impairment Analysis

Description of the Matter

In accordance with ASC 360, Impairment and Disposal of Long-Lived Assets ("ASC 360"), the Company, at least annually or more frequently if certain events or changes in circumstances indicate the carrying value may not be recoverable, performs an impairment analysis.

As a result of the sustained negative cash flows from operations and continued losses from operations, the Company assessed their intangible assets and long-lived assets for impairment.

To determine whether the carrying amount of the long-lived asset group is recoverable, the Company determined the estimated future cash flows of the group for a period consistent with that of the primary assets of the group.

The sum of the undiscounted cash flows was then compared to the carrying amount of the long-lived assets as of December 31, 2024 to conclude whether the asset group carrying value is recoverable.

We identified the ASC 360 impairment analysis as a critical audit matter due to the estimation and subjectivity needed to identify impairment triggers and perform an impairment test.

The inputs to the test are subjective as they are based on management's forecasts.

Additionally, there is complexity that requires the Company to involve valuation specialists in performing the quantitative test.

How the Critical Matter was Addressed in the Audit

To determine the reasonableness of the conclusion the long-lived assets were not impaired we:

Evaluated the reasonableness of management’s assumptions in the calculation of fair value of reporting unit, including the revenue growth rate in the projected future cash flows by comparing projections to historical results, actual results through year-end, relevant peer companies, and industry data.

Utilized personnel with specialized knowledge and skill in valuation to assist in evaluating the appropriateness of the methodologies and valuation models utilized by management to determine the fair value of the reporting units.

Assessed the professional competence, experience, and objectivity of the Company's external valuation specialist.

Accounting For Warrants Associated with September 2024 Public Offering

Description of the Matter

The Company issued warrants in connection with the September 2024 Public Offering.

The accounting for the issuance of these warrants involves evaluation of complex accounting guidance to be performed by management as it relates to determining the accounting classification of the warrants.

This matter was identified as a critical audit matter due to the complexity in accounting for the warrants and the significant impact of these conclusions on the Company's consolidated financial statements.

How the Critical Matter was Addressed in the Audit

Our principal audit procedures performed to address this critical audit matter included the following:

Reviewed the executed offering under the registration statement and associated agreements.

Reviewed management’s technical accounting memo evaluating the terms and conditions of the executed agreements to determine the appropriate classification of the instruments.

Utilized personnel with specialized knowledge and skills in technical accounting to assist in:

(i) evaluating the terms of the offering documents in relation to the relevant accounting literature, and (ii) assessing the appropriateness of conclusions reached by the Company.

Accounting For Warrants and Modification of Warrants Associated with October 2024 Warrant Inducement

Description of the Matter

The Company modified the exercise price of existing warrants in connection with the October 2024 Warrant Inducement.

In consideration for the exercise, warrant holders were issued new warrants.

The accounting for the modification and issuance of these warrants involves complex and subjective judgment by management as it relates to determining the accounting classification of the warrants and determining the fair value of the warrants at issuance and modification dates.

How the Critical Matter was Addressed in the Audit

Our principal audit procedures performed to address this critical audit matter included the following:

Reviewed the Warrant Inducement Offer to common stock purchase warrants.

Reviewed management's technical accounting memo in conjunction with the terms and conditions of the executed warrant agreements to determine the appropriate classification of the instruments.

Evaluated management's methodology and assumptions used in the valuation of the warrants.

Utilized our internal valuation specialists to assess the reasonableness of the volatility inputs into the Company's Black-Scholes model.

Assessed the professional competence, experience, and objectivity of the Company's external valuation specialist.

Recalculated the mathematical accuracy of the Company's fair valuation of the warrants.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Series J Convertible Preferred Stock & Accounting for Exchange Agreement

As disclosed in Note 12 to the consolidated financial statements, in December 2025 the Company issued shares of Series J Convertible Preferred Stock in exchange for the settlement of an accrued royalty obligation to the Company’s Chief Executive Officer pursuant to an Exchange Agreement that resulted in the extinguishment of the royalty liability.

We identified the valuation for the Series J Convertible Preferred Stock and the accounting for the Exchange Agreement as a critical audit matter.

The principal considerations for our determination included the subjectivity and judgment required to evaluate the Exchange Agreement due to its related‑party nature, and the complexity and subjectivity involved in determining the fair value of the Series J Convertible Preferred Stock.

Auditing this transaction involved especially challenging auditor judgment and subjectivity, including the extent of specialized skills or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

Evaluating the appropriateness of management’s accounting conclusions related to the Exchange Agreement by reviewing the underlying agreement, assessing the accounting treatment applied to the settlement and extinguishment of the royalty liability, and evaluating management’s application of the relevant accounting guidance, including considerations related to the related‑party nature of the transaction.

Utilizing personnel with specialized knowledge and skills in technical accounting to assist in:

i) evaluating the terms of the Exchange Agreement in relation to the relevant accounting literature, and ii) assessing the appropriateness of conclusions reached by the Company.

Utilizing personnel with specialized knowledge and skills in valuation to assist in evaluating the valuation methodology used by management, including assessing the appropriateness of the valuation model and the reasonableness of significant assumptions used in the valuation, such as the volatility assumption derived from guideline companies, and the discount rate.

/s/ WithumSmith+Brown, PC

We have served as Catheter Precision, Inc.’s auditor since 2023.

We have served as the Company's auditor since 2023.

East Brunswick, New Jersey

March 31, 2026

PCAOB ID Number 100

CATHETER PRECISION, INC.

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Cash and cash equivalents

$ 2,873 $ 3,565

Accounts receivable, net

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Accounts payable

$ 1,492 $ 230

Accrued expenses

Notes payable

Short-term notes payable

Convertible notes payable, at fair value

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

Current portion of royalties payable due to related parties

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Royalties payable due to related parties

Deferred tax liability

Notes payable due to related parties

Interest payable due to related parties

Operating lease liabilities

Notes payable of variable interest entities, net of discount

Notes payable due to related parties

Deferred tax liability

Total liabilities

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

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

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

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

Series J Convertible Preferred Stock, $ 0.0001 par value, 9,490 shares designated;

9,490 and 0 shares issued and outstanding as of December 31, 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 December 31, 2024 and December 31, 2023, respectively

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

Common stock, $ 0.0001 par value, 500,000,000 shares authorized;

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( 309,535 ) ( 292,352 )

Total stockholders' equity attributable to Catheter Precision, Inc.

Non-controlling interest

Total stockholders' equity

11,757 21,193

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

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Operating expenses

Loss on impairment of goodwill

Selling, general and administrative

11,349 17,122

Research and development

Acquired in-process research and development

Loss on impairment of intangible assets

Total operating expenses

11,621 78,531

Operating loss

( 11,243 ) ( 78,119 )

Other income (expense), net

Other income (expenses), net

Interest income

Interest expense

Other expense, net

Interest expense due to related parties

Change in fair value of royalties payable due to related parties

( 2,239 ) 7,208

Total other income (expense), net

( 2,259 ) 7,547

Loss from operations before income taxes

( 13,502 ) ( 70,572 )

Income tax provision

$ ( 16,643 ) $ ( 70,572 )

Change in fair value of convertible notes payable

Loss on debt extinguishment

Net loss on trading debt securities

Other expenses, net

Total other income (expenses), net

Loss from operations before income tax provision (benefit)

Income tax provision (benefit)

Net loss attributable to non-controlling interest

Net loss attributable to Catheter Precision, Inc.

Deemed dividend on warrant inducement offer

( 5,158 ) ( 800 )

Net loss attributable to common stockholders

$ ( 21,801 ) $ ( 71,372 )

Net loss per share attributable to common stockholders, basic and diluted

$ ( 6.68 ) $ ( 129.88 )

Net loss attributable to Catheter Precision, Inc.

common stockholders

Net loss per share attributable to Catheter Precision, Inc.

common stockholders, basic and diluted

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

3,263,586 549,507

See accompanying notes to consolidated financial statements.

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(in thousands, except share data)

Series A Convertible

Series X Convertible

Preferred Stock

Series A Convertible Preferred Stock

Series B Convertible Preferred Stock

Series J Convertible Preferred Stock

Series X Convertible Preferred Stock

Additional Paid-In

Catheter Precision Inc.

Stockholders'

Non-controlling

Total Stockholders'

Balance at December 31, 2023

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

Common stock issued upon exercise of options

— — — — 40,233 — 238 — 238

Restricted stock awards cancelled or vested

— — — — ( 42 ) — — — —

Stock-based compensation

— — — — — — — — — — 54 — 54 — 54

Issuance of Series X Convertible Preferred Stock in merger

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

— — — — — — — — 145,943 — — — — — —

Conversion of Series X Convertible Preferred Stock

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 Series A Convertible Preferred Stock in connection with private placement, net

Issuance of common stock through October 2024 Warrant Inducement Offer, net of issuance costs

— — — — — — — — 118,524 — 3,356 — 3,356 — 3,356

Warrants exercised (see Note 13)

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

— — — — — — — — 62,367 — 1,185 — 1,185 — 1,185

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— — — — — — — — — — 338 — 338 — 338

Issuance of common stock upon exercise of Pre-Funded Warrants (see Note 13)

Issuance of common stock for vested restricted stock awards

— — — — — — — — 17,263 — — — — — —

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

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

— — — — — — — — 67,104 — 393 — 393 — 393

Issuance of common stock through October 2024 Warrant Inducement Offer, net of issuance costs

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

— — — — — — — — 162,947 — — — — — —

Issuance of common stock upon exercise of Series Warrants (see Note 13)

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

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

Conversion of Series A Convertible Preferred Stock

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

— — — — — — — — 887,852 — 3,751 — 3,751 — 3,751

Issuance of warrants and other noncash consideration in connection with the extinguishment of notes payable due to related parties (see Note 7)

— — — — — — — — — — 622 — 622 — 622

Issuance of Series J Convertible Preferred Stock in exchange for royalties payable due to related parties, net of issuance costs

— — — — 9,490 — — — — — 5,342 — 5,342 — 5,342

Conversion of convertible preferred stock

— — ( 771 ) — — — ( 12,656 ) — 182,493 — — — — — —

Issuance of VIE shares to noncontrolling interest

— — — — — — — — — — — — — 109 109

— — — — — — — — — — — ( 17,183 ) ( 17,183 ) ( 512 ) ( 17,695 )

Balance at December 31, 2025

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(in thousands)

For the Years Ended December 31,

Year Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Loss on impairment of goodwill

Loss on impairment of intangible assets

Loss on debt extinguishment

Depreciation and amortization

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( 5,709 ) 2,239

Deferred income tax provision

Change in fair value of convertible notes payable

Net loss on trading debt securities

Deferred income tax provision (benefit)

( 1,810 ) 3,141

Acquired in-process research and development

Amortization of discount on note payable

Changes in operating assets and liabilities:

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Accrued expenses

( 185 ) ( 7,139 )

Interest payable due to related parties

Interest accrued on notes payable of variable interest entities

Net cash used in operating activities

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CASH FLOWS FROM INVESTING ACTIVITIES:

Consideration paid for the acquired in-process research and development

Purchases of property and equipment

( 17 ) ( 67 )

Cash acquired as part of business combination

Net cash used in investing activities

( 67 ) ( 61 )

Proceeds from the sale of trading debt securities

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock and warrants

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 from the October 2024 Warrant Inducement Offer, net of issuance costs

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

Proceeds from notes payable due to related parties

Payment on notes payable

Proceeds from issuance of convertible notes payable

Payments on short-term notes payable

( 238 ) ( 256 )

Proceeds from notes payable

Proceeds from short-term notes payable

Proceeds from exercise of warrants

Payment of costs related to the warrant repricing

Payment of convertible promissory notes and accrued interest

Proceeds from the private placement of securities

Payments of offering costs related to the private placement of securities

Net cash provided by financing activities

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CASH AND CASH EQUIVALENTS, end of year

$ 2,873 $ 3,565

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

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Property and equipment reclassified from inventories

Conversion of Series A Convertible Preferred Stock for common stock

Non-cash consideration for Catheter acquisition

Deemed dividend on warrant inducement offer

$ — $ ( 5,158 )

Consideration for asset acquisition included in accounts payable

Consideration for asset acquisition included in non-controlling interest

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

Extinguishment of notes payable due to related parties

Notes payable due to related parties obtained for extinguishment of the prior notes payable

Noncash consideration issued in connection with extinguishment of notes payable due to related parties

Extinguishment of royalties payable due to related parties

Issuance of Series J Convertible Preferred Stock in exchange for royalties payable due to related parties

Fair value of common stock issued in connection with asset acquisitions

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

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

See accompanying notes to consolidated financial statements.

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("Catheter" or the "Company”) was incorporated in California on September 4, 2002, and reincorporated in Delaware in July 2018.

Catheter was initially formed to develop, commercialize and market its advanced excimer laser-based platform for use in the treatment of vascular and dermatological immune-mediated inflammatory diseases.

On January 9, 2023, Catheter entered into the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with Catheter Precision, Inc.

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

Prior to the Merger, Catheter developed the advanced excimer laser-based platform, which was developed as a tool in the treatment of Peripheral Artery Disease, which commonly occurs in the legs.

After the Merger, and looking forward, this legacy Destruction of Arteriosclerotic Blockages by laser Radiation Ablation, laser and single-use catheter (together referred to as "DABRA") and related assets were no longer used.

The Company ceased operations and marketing with respect to DABRA, and Catheter’s legacy lines of business were discontinued.

The Company shifted the focus of its operations to Old Catheter’s product lines.

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

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”).

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The VIVO System is commercially available in the European Union and has been placed at several hospitals in Europe.

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

The Company’s newest product, LockeT® (“LockeT”), is a suture retention device indicated for wound healing by distributing suture tension over a larger area in the patient in conjunction with a figure of eight suture closure and is intended to temporarily secure sutures and aid clinicians in locating and removing sutures efficiently.

In addition, LockeT is a sterile, Class I product that was registered with the FDA in February 2023, at which time initial shipments began to distributors.

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 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.

Clinical studies for LockeT began during the year ended December 31, 2023.

These studies are planned to show the product’s effectiveness and benefits, including faster wound closure and earlier ambulation, potentially leading to early hospital discharge and cost benefits.

This information is intended to provide crucial data for marketing.

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

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

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

In April 2025, a U.S.

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

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.

Prior to 2018, Old Catheter marketed AMIGO.

The Company owns the intellectual property related to AMIGO, and this product is under consideration for future research and development of a generation 2 product.

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

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

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

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

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

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

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

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

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

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

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

Research and development activities 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.

On December 31, 2025, in connection with the second amendment of the Related Party Notes described in Note 7, Notes Payable, the Company sold the Perikard membership interests for de minimis proceeds to Mr.

The disposal primarily related to the acquired patents for acquired pericardial access technology.

See Note 14, Asset Acquisitions, for additional information.

Reverse Stock Split

July 3, 2024, at the annual meeting of stockholders of the Company, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amendment”), which included a decrease in the authorized common stock and authorization for the Board, in its discretion, to effect a reverse stock split within specified parameters.

The Amendment was effective

July 15, 2024, reducing the authorized common stock to

30 million shares and effecting a reverse stock split in which each

10 ) shares of the Company’s common stock, par value

$ 0.0001 per share, issued and outstanding immediately prior to the effective time, automatically combined into

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

$ 0.0001 per share.

On 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.

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Going Concern

The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty.

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

As of December 31, 2024 , the Company had cash and cash equivalents of approximately $ 2.9 million.

For the year ended December 31, 2024 , the Company used $ 9.3 million in cash for operating activities.

As of December 31, 2024 , the Company had an accumulated deficit of approximately $ 292.4 million.

Management expects operating losses and negative cash flows to continue for the foreseeable future as the Company invests in its commercial capabilities.

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

Following the Merger with Old Catheter, Management further reduced costs while assuming the operating costs of Old Catheter.

Management will continue to monitor its operating costs and seek to reduce its current liabilities.

Such actions may impair its ability to proceed with certain strategic activities.

Between May 30, 2024 and July 25, 2024, the Company issued five short-term promissory notes with related parties totaling $ 1.5 million with an 8 % interest rate and a maturity date of August 30, 2024 ( the “Related Party Notes”).

On August 23, 2024, the Company amended the Related Party Notes to extend the maturity date to January 31, 2026.

As part of the amendment, all interest accrued as of the amendment date was repaid to the noteholders and the contractual interest rate increased to 12 % per annum as of the amendment date.

See Note 9, Notes Payable for additional information.

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

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

Pursuant to the Underwriting Agreement, the Company completed a public offering of its securities on September 3, 2024 ( the “September 2024 Public Offering”) and sold an aggregate of (i) 805,900 Common Stock Units and (ii) 2,773,000 Pre-Funded Units.

The Company collected gross proceeds of approximately $ 3.6 million before deducting underwriting discounts, commissions, and offering expenses payable by the Company of $ 1.0 million.

See Note 13, Equity Offerings for additional information.

On October 25, 2024, the Company executed the Warrant Inducement Offer Letters (the “2024 Warrant Inducement Offer”) with certain holders of the Company’s existing warrants.

Following the close of the 2024 Warrant Inducement Offer, such warrant holders immediately exercised an aggregate of (i) 33,160.8 Series E Warrants, (ii) 499,909.34 Series F Warrants, (iii) 499,909.34 Series G Warrants, (iv) 1,990,000 Series H Warrants, and (v) 2,325,000 Series I Warrants (collectively the “2024 Existing Warrants”) to purchase 5,347,981 shares of the Company’s common stock at a reduced exercise price of $ 0.70 per share of common stock.

In consideration for the immediate exercise of the 2024 Existing Warrants for cash, the Company agreed to issue unregistered new Series K Common Stock Purchase Warrants (“Series K Warrants”) to purchase up to 10,695,962 shares of common stock.

The Company received aggregate gross proceeds of $ 3.7 million in cash, prior to deducting placement agent fees and offering expense of $ 0.4 million.

See Note 13, Equity Offerings for additional information.

During the year ended December 31, 2025 , the Company incurred $ 17.7 million in net losses and used $ 8.3 million in cash for operating activities.

As of December 31, 2025 , the Company had an accumulated deficit of $ 309.5 million, working capital deficit of $ 3.5 million, and cash and cash equivalents of $ 0.1 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 executed a Securities Purchase Agreement for a private placement with three institutional investors and 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 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 December 31, 2025 , issued 887,852 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.

On December 26, 2025, the Company issued an unsecured convertible notes payable with a principal amount of $ 102 thousand and a discount of $ 2 thousand to Boot Capital LLC for cash proceeds of $ 100 thousand.

The Company further issued an unsecured convertible note payable with a principal amount of $ 204 thousand and a discount of $ 4 thousand to Vanquish Funding Group Inc.

for cash proceeds of $ 200 thousand.

The convertible notes payable have a maturity date of September 30, 2026 and stated interest rate of 10 % per annum, which shall be payable when the principal amount is due.

Any principal amount or interest that is not paid when due shall bear the default interest of 22 % per annum.

On December 31, 2025, the Company entered into the second amendment of the Related Party Notes, which extended the maturity date of the notes payable to the Jenkins Family Charitable Institute to January 31, 2028, and the notes payable to FatBoy Capital, L.P.

("FatBoy") and Mr.

Jenkins to January 31, 2029.

As part of the second amendment, the Company issued 170,000 Series M Warrants to FatBoy and Mr.

Jenkins, respectively, and transferred the Perikard membership interests to Mr.

Jenkins for de minimis proceeds.

All other terms and conditions remained unchanged.

On December 31, 2025, we entered into the Series J Exchange Agreement ("Royalty Right Exchange") with Mr.

Jenkins and FatBoy to exchange future and accrued royalty rights of $ 2.7 million for an aggregate of 9,490 shares of the Company's newly designated Series J Convertible Preferred Stock, par value $ 0.0001 per share and stated value of $ 1,000 per share.

On February 6, 2026, the Company entered into a Securities Purchase Agreement with certain accredited investors for a private placement financing and issued an aggregate of (i) 392,608 shares of the Company's common stock, par value $ 0.0001 per share, at a per share purchase price of $ 1.43 and (ii) 1,616.33 shares of newly designated Series C- 1 Convertible Preferred Stock par value $ 0.0001 per share, with a stated value of $ 1,000 per share for gross proceeds of $ 2.2 million.

The investors agreed to purchase newly designated Series C- 2 and Series C- 3 Convertible Preferred Stock, par value $ 0.0001 per share, with stated values of $ 1,000 per share, under additional closings for aggregate gross proceeds of $ 1.6 million per closing.

The additional closings are subject to certain closing conditions, including stockholder approval to issue shares of common stock in excess of 19.99 % of the Company’s issued and outstanding shares of common stock and to effect a reverse stock split (“Stockholder Approval”) and, solely with respect to the closing of the Series C- 3 Convertible Preferred Stock, declaration of the effectiveness of the Registration Statement filed for the resale of the common stock underlying the Series C- 1, C- 2, and C- 3 Convertible Preferred Stock.

The investors also have the right, but not the obligation, to purchase up to an aggregate of $ 39.2 million of Series C- 4 Convertible Preferred Stock, par value $ 0.0001 per share, with stated value of $ 1,000 per share in one or more closings.

On February 6, 2026, the Company also agreed to lower the exercise price of existing warrants and the conversion price of the Series B Convertible Preferred Stock to $ 1.78 per share for certain holders as consideration for exercising the existing warrants and converting the Series B Convertible Preferred Stock, resulting in aggregate proceeds of $ 0.4 million.

On March 9, 2026, the Company entered into an additional Securities Purchase Agreement with certain accredited investors for a private placement financing pursuant to which the investors agreed to purchase 1,853 shares of Series C- 1 Convertible Preferred Stock, par value of $ 0.0001 per share and stated value of $ 1,000 per share, for aggregate gross proceeds of $ 1.9 million.

The additional closings are subject to closing conditions, including approval from the Company’s stockholders to issue shares of common stock in excess of 19.99 % of the Company’s issued and outstanding shares of common stock and, solely with respect to the closing for the Series C- 3 Convertible Preferred Stock, effectiveness of the Registration Statement filed to register the resale of common stock underlying the Series C- 1, C- 2, and C- 3 Convertible Preferred Stock.

The investors also have the right, but not the obligation, to purchase up to an aggregate of $ 35.6 million of Series C- 4 Convertible Preferred Stock, par value $ 0.0001 per share, with stated value of $ 1,000 per share in one or more closings.

Based on the Company’s liquidity resources, there is substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date of issuance of the consolidated financial statements.

The accompanying consolidated financial statements have been prepared on the basis of the Company continuing to operate in the normal course of business and do not reflect any adjustments to the assets and liabilities related to the substantial doubt of its ability to continue as a going concern.

Management’s ability to continue as a going concern is dependent upon its ability to raise additional funding.

Management plans to raise additional capital through public or private equity or debt financings to fulfill its operating and capital requirements for at least 12 months from the date of the issuance of the consolidated financial statements.

Management plans to raise additional capital through public or private equity, debt financing, or other innovative and specialty financing strategies in order to fulfill its operating and capital requirements for at least 12 months from the date of issuance of the consolidated financial statements.

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

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Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company and Old Catheter.

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

All intercompany transactions have been eliminated in consolidation.

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Actual results could differ from those estimates.

The Company’s consolidated financial statements are based upon a number of estimates including, but not limited to, the accounting for the Old Catheter business combination (see Note 3, Business Combination), allowance for credit losses, evaluation of impairment of long-lived assets and goodwill, valuation of long-lived assets and their associated estimated useful lives, reserves for warranty costs, fair value of royalties payable due to related parties, evaluation of probable loss contingencies, fair value of preferred stock and warrants issued, including valuation of the deemed dividend, and fair value of equity awards granted.

The Company’s 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, 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 convertible notes payables, fair value of warrants issued, fair value of preferred stock issued, and fair value of equity awards granted.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company generally maintains cash and cash equivalent balances in various operating accounts at financial institutions with high quality credit in amounts in excess of federally insured limits of $250,000.

As of December 31, 2024 , the Company had deposits in financial institutions in excess of federally insured limits of $ 2.6 million .

The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company's financial instruments held during the years ended December 31, 2025 and 2024 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 and had no deposits in financial institutions in excess of federally insured limits of $250,000.

The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to significant or unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other hedging arrangements.

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

The Company had 3 customers that represented 62 % and 67 % of the Company's consolidated revenues for the years ended December 31, 2024 and 2023 , respectively.

The Company had 3 customers that individually accounted for 10% or more of total revenues included in the consolidated statements of operations for the years ended December 31, 2025 and December 31, 2024 , respectively.

3 customers represented 28 %, 12 % and 10 % of total revenues for the year ended December 31, 2025 , and 3 customers represented 37 %, 15 % and 10 % of total revenues for the year ended December 31, 2024 .

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

3 vendors represented 40 %, 12 % and 10 % of accounts payable as of December 31, 2025 , and 3 vendors represented 28 %, 18 % and 15 % 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 receivable included in the consolidated balance sheets as of December 31, 2025 and December 31, 2024 , respectively.

2 customers represented 27 % and 15 %, and 3 customers each represented 10 % of accounts receivable as of December 31, 2025 .

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.

Reclassifications

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

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

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

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

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

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 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 consolidated balance sheets, and (iii) separately discloses interest expense due to related parties in the consolidated statements of operations.

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

Segment Reporting

The Company operates in one reportable segment, which includes all activities related to the marketing, sales, and development of medical technologies in the cardiac electrophysiology field.

While the commercial efforts that coordinate the marketing, sales, and distribution of these products are organized by geographic region and product, all of these activities are supported by a single corporate team and distribution channels.

The determination of a single reportable segment is consistent with the consolidated financial information available and regularly reviewed by the Company’s chief operating decision maker (“CODM”).

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Segment asset measures are not used as a basis for the CODM to evaluate the performance of or to allocate resources to the segment.

The following table summarizes segment revenues and significant segment expenses included in the measure of segment profit or loss (consolidated net loss) reviewed by the CODM:

The following table summarizes segment revenues and significant segment expenses included in the measure of segment profit or loss (consolidated net loss) reviewed by the CODM (in thousands):

For the Year Ended

Cost of revenues

Loss on impairment of goodwill

Acquired in-process research and development expense

Loss on impairment of intangible assets

Loss on debt extinguishment

Depreciation and amortization expense

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Professional fees

Research and development expenses

Research and development expense

Interest income

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( 5,709 ) 2,239

Income tax expense

Change in fair value of convertible notes payable

Net loss on trading debt securities

Income tax provision (benefit)

( 1,810 ) 3,141

Other segment items (1)

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$ ( 17,695 ) $ ( 16,643 )

( 1 ) Other segment items include other expenses, net of $ 10 thousand, consulting fees of $ 505 thousand, investor relations and SEC fees of $ 459 thousand, insurance fees of $ 533 thousand, and other selling, general, and administrative expenses of $ 1,462 thousand for the year ended December 31, 2024.

Other segment items include other expenses, net of $ 8 thousand, consulting fees of $ 730 thousand, investor relations and SEC fees of $ 691 thousand, insurance fees of $ 704 thousand, and other selling, general, and administrative expenses of $ 1,422 thousand for the year ended December 31, 2023.

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

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

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Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

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

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

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

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

The carrying value of the Company's short-term notes payable 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 and the notes payable due to related parties approximate their fair values due to the associated effective interest rate of the debt instrument.

Fair Value on a Recurring Basis

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

December 31, 2025

Cash Equivalents

Money market funds

$ 2 $ 2 $ — $ —

Money market fund

$ 2 $ 2 $ — $ —

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$ 792 $ — $ — $ 792

Convertible notes payable

Total liabilities

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$ 2,803 $ 2,803 $ — $ —

Money market fund

Money market funds

$ 2,815 $ 2,815 $ — $ —

Current portion of royalties payable due to related parties

$ 145 $ — $ — $ 145

Royalties payable due to related parties

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$ 9,213 $ — $ — $ 9,213

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

Royalties payable due to related parties equals the present value of estimated future royalty payments, wherein the Company applies an internally developed, revenue adjusted discount rate (“RADR”) to discount back the forecasted royalty payments.

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

Royalties payable due to related parties reflects the present value of estimated future royalty payments.

The Company applies an internally developed, revenue adjusted discount rate (“RADR”) to discount back the forecasted royalty payments.

The RADR is based on the Company’s weighted average cost of capital (“WACC”) adjusted for the product revenue’s risk profile.

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

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

See Note 8, Royalties Payable, for additional information over royalties payable due to related parties.

The following tables summarize the significant unobservable inputs used in the fair value measurement of royalties payable due to related parties:

December 31, 2025

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Unobservable Input

Royalties payable due to related parties

Royalties payable due to related parties, including the current portion

Discounted future cash flows

Revenue adjusted discount rate

Increases or decreases in the fair value of royalties payable due to related parties can result from updates to assumptions, such as changes in discount rates, projected cash flows, among other assumptions.

The Company elected the fair value option to measure the convertible notes payable.

The fair value of the convertible notes payable is determined using a probability weighted expected return model (“PWER model”) that values the convertible notes payable based on the discounted cash flows of three potential settlement outcomes:

(i) the convertible notes payable will be converted into and settled in shares of common stock, (ii) the convertible notes payable’s principal and accrued interest will be paid in cash, and (iii) a dissolution scenario wherein the investor receives a partial payment based on a recovery rate.

The conversion outcome incorporates a Monte Carlo simulation to estimate the Company’s common stock price at the expected conversion date and the number of shares issuable based on the variable conversion price.

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

The table below summarizes the change in account balance for Level 3 financial instruments for the for the year ended December 31, 2025 (in thousands):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Royalties Payable due to Related Parties

Convertible Notes Payable

Balance at January 1, 2025

Issuance of convertible notes payable

Exchange of royalties payable due to related parties (see Note 8)

Change in fair value

( 5,709 ) ( 2 )

Balance at December 31, 2025

The table below summarizes the change in account balance for Level 3 financial instruments for the year ended December 31, 2024 (in thousands):

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Royalties Payable due to Related Parties

Convertible Notes Payable

Balance at January 1, 2024

Change in fair value

Balance at December 31, 2024

Increases or decreases in the fair value of royalties payable due to related parties or convertible notes payable can result from updates to assumptions.

Judgment is used in determining these assumptions as of the initial valuation date and at each subsequent reporting period.

Changes or updates to assumptions could have a material impact on the reported fair value, the change in fair value, and the results of operations in any given period.

The table below summarizes the change in fair value of royalties payable to related parties for the years ended December 31, 2024 and 2023 (in thousands):

Beginning Balance at January 1,

AMIGO royalty payable recognized in connection with the Merger

LockeT royalty payable recognized in connection with the Merger

Change in fair value of royalties payable due to related parties

2,239 ( 7,208 )

Ending Balance at December 31,

Fair Value on a Non-Recurring Basis

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

December 31, 2025

VIVO Intangible Assets

$ 184 $ — $ — $ 184

Certain long-lived assets were measured at fair value on a non-recurring basis as of December 31, 2025.

The VIVO intangible assets were recorded at their estimated fair value as a result of the impairment analysis performed for the year ended December 31, 2025 ( see Note 5, Intangible Assets, for further information).

The Company estimated the fair value of VIVO intangible assets using various income-based, discounted cash flow models.

The Company used the multi-period excess earnings method to estimate the fair value for developed technology and the relief from royalty method for trade names.

The discounted cash flow models incorporate several significant unobservable inputs, including discount rates applied to projected cash flows, annual obsolescence rates (both pre and post-patent expiration), and estimated pre-tax royalty rates.

The following table summarizes the significant unobservable inputs used in the fair value measurement of the VIVO intangible assets:

December 31, 2025

Valuation Technique

Unobservable Input

Intangible assets - Developed technology

Multi-period excess earnings

Discount rate

Annual obsolescence rate (pre-patent expiration)

Annual obsolescence rate (post-patent expiration)

Intangible assets - Trade Name

Relief from royalty

Discount rate

Pre-tax royalty rate

Accounts Receivable and Allowances for Credit Losses

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Accounts receivable is presented net of any discounts and allowance for credit losses, is unsecured and does not bear interest.

Accounts receivable are evaluated for collectability based on historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts, including the probability of future collection and estimated loss rates based on aging schedules.

Accounts receivable are assessed for collectability based on three portfolio segments:

Accounts receivable is evaluated for collectability based on historical credit loss experience, adjusted for asset-specific risk characteristics, current economic conditions, and reasonable forecasts, including the probability of future collection and estimated loss rates based on aging schedules.

Accounts receivable is assessed for collectability based on three portfolio segments:

Hospitals - United States, Hospitals - Europe, and Distributors.

The determination of portfolio segments is based on the customers’ industry and geographical location.

Changes in the estimated collectability of accounts receivable are recorded in the results of operations in the period in which the estimate is revised.

Changes in the estimated collectability of accounts receivable are recorded in the consolidated statements of operations in the period in which the estimate is revised.

Accounts receivable are written off as uncollectible after all means of collection are exhausted.

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

As of December 31, 2024 and 2023, the allowance for credit losses related to accounts receivable was immaterial.

As of December 31, 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.

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The Company periodically reviews the residual values and estimated useful lives of each class of its property and equipment for ongoing reasonableness, considering the long-term views of their intended use and the level of planned improvements to maintain and enhance those assets.

When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from their respective account balances and any resulting gain or loss is recognized in the Company’s consolidated statements of operations.

The cost of repairs and maintenance are expensed as incurred, whereas significant renewals and betterments are capitalized.

When assets are retired or otherwise disposed of, the cost and related accumulated dep reciation are removed from their respective account balances, and any resulting gain or loss is recognized in the Company’s consolidated statements of operations.

The cost of repairs and maintenance is expensed as incurred, whereas significant renewals and betterments are capitalized.

Impairment of Long-lived Assets

In accordance with ASC 360, Impairment and Disposals of Long-lived Assets , the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value of the long-lived assets may not be recoverable.

In accordance with ASC 360 , Impairment and Disposals of Long-lived Assets ("ASC 360" ), the Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value of the long-lived assets may not be recoverable.

If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss equal to the excess of the assets carrying value over its fair value is recorded in the Company’s consolidated statements of operations at that date.

As a result of the sustained decline of the Company's stock, the Company assessed its long-lived assets for impairment.

To evaluate whether the carrying amount of the long-lived asset group is recoverable, the Company determined the estimated future cash flows of the group for a period consistent with that of the primary assets of the group.

The sum of the undiscounted cash flows was then compared to the carrying amount of the long-lived assets as of December 31, 2024.

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

In accordance with ASC 350, Intangibles – Goodwill and Other , goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets acquired.

Goodwill, which represents the excess of purchase price of Old Catheter over the fair value of net assets acquired, is carried at cost.

Goodwill is not amortized;

rather, it is subject to a periodic assessment for impairment by applying a fair value-based test.

The Company reviews goodwill for possible impairment annually during the fourth quarter, or whenever events or circumstances indicate that the carrying amount may not be recoverable.

To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs a multi-step impairment test.

The Company first has the option to assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value.

The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing.

When performing quantitative testing, the Company first estimates the fair values of its reporting units using a combination of an income and market-based approach.

To determine fair values, the Company is required to make assumptions about a wide variety of internal and external factors.

Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations, including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal value and discount rates.

Comparative market multiples are used to corroborate the results of the discounted cash flow test.

These assumptions require significant judgment.

Pursuant to ASU 2017 - 04, Simplifying the Test for Goodwill Impairment , the single step is to determine the estimated fair value of the reporting unit and compare it to the carrying value of the reporting unit, including goodwill.

To the extent the carrying amount of goodwill exceeds the implied goodwill, the difference is the amount of the goodwill impairment.

The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level 3 inputs.

The inputs for the market capitalization calculation are considered Level 1 inputs.

There were impairment charges of $ 60.9 million recognized during the year ended December 31, 2023 ( see Note 3, Business Combination and Note 7, Goodwill for additional details).

As of December 31, 2023, goodwill was fully impaired.

As a result of the Company’s sustained decrease in stock price and sustained negative cash flows and operating losses, the Company assessed both of its long-lived asset groups for impairment.

The Company compared the expected undiscounted future cash flows of each long-lived asset group against their respective carrying value.

While the LockeT asset group was deemed to be recoverable, the Company concluded that the VIVO asset group was not recoverable as its expected undiscounted future cash flows were lower than its carrying value.

Accordingly, the Company used a discounted cash flow analysis to estimate the fair value of the VIVO asset group.

As a result of the valuation, the Company recorded an impairment loss of $ 7.0 million related to its VIVO intangible assets during the year ended December 31, 2025.

There were no impairment charges for the year ended December 31, 2024.

Royalties Payable Due to Related Parties

The Company is obligated to pay royalties related to sales of LockeT and AMIGO System under various royalty agreements executed by Old Catheter.

The Company is obligated to pay royalties related to the sales of LockeT and AMIGO System under various royalty agreements executed by Old Catheter.

The Company recognizes a liability for royalty fees incurred and payable based on actual sales of products under current portion of royalties payable due to related parties in the consolidated balance sheets.

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

The Company recognizes a liability for future, estimated royalty payments at fair value under current portion of royalties payable due to related parties in the consolidated balance sheets if it is payable within the next 12 months and under royalties payable due to related parties in the 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.

Changes in fair value of royalties payable due to related parties are recorded on the consolidated statements of operations in the period in which they occur.

Changes in fair value of royalties payable due to related parties are recorded in the consolidated statements of operations in the period in which they occur.

See Note 8, Royalties Payable, for additional information.

Product warranty

The Company offers product warranties against defects in material and workmanship when the products are used for their intended purpose and properly maintained.

Warranty expenses are included in cost of revenues in the accompanying consolidated statements of operations.

Changes in estimates to previously established warranty accruals result from current period updates to assumptions regarding repair and product recall costs and are included in current period warranty expense.

As of December 31, 2024 and December 31, 2023 , there was no accrued product warranty balance.

Asset Acquisitions and In-process Research and Development

The Company accounts for acquisitions of assets or a group of assets that do not meet the definition of a business as asset acquisitions based on the cost to acquire the asset or group of assets, which includes certain transaction costs.

In an asset acquisition, the cost to acquire is allocated to the identifiable assets acquired and liabilities assumed based on their relative fair values as of the acquisition date.

No goodwill is recorded in an asset acquisition.

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 consolidated balance sheets.

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 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.

Subsequent changes in the accrued amount of contingent consideration are measured and recognized at the end of each reporting period and upon settlement as an adjustment to the cost basis of the acquired asset or group of assets, or, if related to IPR&D with no alternative future use, recognized as expense.

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

Debt Securities

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

One QHSLab Note was originally issued on August 10, 2021 with a principal amount of $ 806 thousand, a maturity date of August 10, 2022, an interest rate of 5 % per annum, 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.

Under ASC Topic 320, Investments:

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

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

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

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

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

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

Trading debt securities are initially and subsequently measured at fair value in the consolidated balance sheets.

The QHSLab Notes were initially recorded at fair value of $ 864 thousand at the close of the May 2025 PIPE Financing.

In November 2025, the Company sold the QHSLab Notes for cash proceeds of $ 300 thousand and recognized a realized loss of $ 564 thousand in net loss on trading debt securities in the consolidated statement of operations.

As of December 31, 2025 , the Company did not hold any trading debt securities.

Convertible Notes Payable

On December 26, 2026, the Company issued two short-term, convertible notes payable.

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

The convertible notes payable represent debt-host financial instruments whose embedded features must be assessed for bifurcation and separate accounting as derivative liabilities under ASC Topic 815, Derivatives and Hedging (“ASC 815” ), unless the fair value option is elected under ASC Topic 825, Financial Instruments (“ASC 825” ).

ASC 825 allows entities to elect the fair value option to measure certain financial assets and liabilities at fair value.

The fair value option may be elected on a financial instrument-by- financial instrument basis and is irrevocable, unless a new election date occurs.

The fair value option simplifies the accounting by requiring the entire financial instrument to be measured at fair value.

As permitted under ASC 825, the Company elected the fair value option to account for the convertible notes payable.

The Company records the convertible notes payable at fair value with any changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations.

The change in fair value of convertible notes payable includes interest expense accrued for the convertible notes payable.

Any portion of the change in fair value that is attributed to a change in the convertible note payables’ credit risk is recognized as a component of other comprehensive income.

As a result of applying the fair value option, any debt issuance costs related to the convertible notes payable were expensed as incurred and were not deferred.

Variable Interest Entity

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

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

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

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

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

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

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

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

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

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

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

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

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 December 31, 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 consolidated balance sheets.

Cardionomix does not hold any other material assets or liabilities as of December 31, 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 costs totaling $ 0.3 million incurred in connection with the asset acquisition.

Currently, unless Cardionomix can obtain its own dedicated financing, the Company does not intend to allocate capital to fund the clinical development of the acquired assets.

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

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

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

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

The Company 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.

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

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

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

During 2025, KardioNav obtained its own financing.

The Company currently does not intend to provide financial support to KardioNav.

As of December 31, 2025 , KardioNav's only assets or liabilities relate to accrued expenses of $ 17 thousand and notes payable due to related parties with a carrying value of $ 306 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 consolidated balance sheets.

KardioNav does not hold any other material assets or liabilities.

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

Distinguishing Liabilities from Equity

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The Company classifies as liabilities all freestanding financial instruments that are (i) mandatorily redeemable, (ii) represent an obligation to repurchase the Company’s equity shares by transferring assets, or (iii) represent an unconditional obligation (or conditional obligation if the financial instrument is not an outstanding share) to issue a variable number of shares predominantly based on a fixed monetary amount, variations in something other than the fair value of the Company’s equity shares, or variations inversely related to changes in fair value of the Company’s equity shares.

If a freestanding financial instrument does not represent an outstanding equity share and does not meet liability classification under ASC 480, the Company then assesses whether the freestanding financial instrument is indexed to its own stock and meets equity classification pursuant to ASC 815 - 40, Derivatives and Hedging (“ASC 815” ).

The Company further assesses whether the freestanding financial instruments should be classified as temporary equity.

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

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

Revenue Recognition

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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.

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The software upgrade services represent the Company's second performance obligation, which is recognized evenly over time over the contract term.

There were no software upgrade services revenues during the years ended December 31, 2024 and 2023.

The Company invoices the customer for the VIVO System and related software upgrades after physical possession and control of the VIVO System has been transferred to the customer.

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

The software upgrade services revenues during the years ended December 31, 2025 and 2024 were not material.

The Company did not apply any significant judgments, or changes in judgments, that materially affected the determination of the amount or timing of revenue recognized for these arrangements during the years ended December 31, 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.

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

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

Disaggregation of Revenue

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

Year Ended December 31,

For the Year Ended December 31,

Product sales

Total product sales

Shipping and Handling Costs

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Advertising and Marketing

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

Advertising costs were $ 170 t housand and $ 95 thousand during the years ended December 31, 2024 and 2023, respectively.

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

Advertising costs were $ 171 thousand and $ 170 thousand during the years ended December 31, 2025 and 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 consolidated statements of operations.

Research and Development

Major components of research and development costs include consulting, research grants, supplies and clinical trial expenses.

Major components of research and development costs include consulting, research grants, supplies, salaries and benefits, and clinical trial expenses.

Research and development expenses are charged to operations in the period incurred.

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The Company evaluates whether stock-based awards should be classified and accounted for as liability or equity awards on the date of grant.

Furthermore, the Company measures all stock-based awards granted based on the fair value of the award on the date of grant.

Furthermore, the Company measures all stock-based awards granted based on their fair value on the date of grant.

Stock options are measured at fair value using the Black-Scholes option pricing valuation model (the “Black-Scholes model”), which incorporates various assumptions, including expected term, volatility and risk-free interest rate.

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.

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

Treasury zero -coupon issues with an equivalent term.

Stock-based compensation expense for all stock-based awards is recognized over the requisite service period, which is generally the vesting period of the respective stock award.

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Forfeitures are recognized as a reduction of stock-based compensation expense as they occur.

As a result of the Merger, all unvested Old Catheter stock options were subject to accelerated vesting and became fully vested as of the closing date of the business combination.

The Company recognized the fair value of the replacement options as included in consideration transferred to the extent they do not exceed the fair value of the equivalent Old Catheter options.

Any incremental fair value was recognized in stock-based compensation expense in the post-combination period, with this recognized as a Day 1 expense due to the Old Catheter options becoming fully vested concurrent with the closing of the business combination.

The Company accounts for income taxes using the asset and liability method.

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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.

Basic and diluted net loss per share of common stock

Earnings per share attributable to common stockholders is calculated using the two -class method, which is an earnings allocation formula that determines earnings per share for the holders of the Company’s common shares and participating securities.

The Company’s Series A Convertible Preferred Stock, Series X Convertible Preferred Stock, and outstanding warrants are participating securities as they contain participating rights in distributions made to common stockholders.

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

The legislation did not have a material impact on the Company's income tax expense or effective income tax rate for the year ended December 31, 2025.

Basic and Diluted Net Loss per Share

Earnings per share attributable to Catheter Precision, Inc.

common stockholders is calculated using the two -class method, which is an earnings allocation formula that determines earnings per share for the holders of the Company’s common shares and participating securities.

The Company’s Series X Convertible Preferred Stocks, of which no shares were outstanding as of December 31, 2025 , as well as the Series B Convertible Preferred Stock, Series J Convertible Preferred Stock, convertible notes payable and outstanding warrants are participating securities as they contain participating rights in distributions made to common stockholders.

Since the participating securities do not include a contractual obligation to share in the losses of the Company, they are not included in the calculation of net loss per share in the periods that have a net loss.

In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted earnings per share in periods in which they have an anti-dilutive effect on net loss per common share.

In addition, common stock equivalent shares (whether or not participating) are excluded from the computation of diluted loss per share in periods in which they have an anti-dilutive effect on net loss per common share.

Diluted net loss per share is computed using the more dilutive of (a) the two -class method or (b) the if-converted method and treasury stock method, as applicable.

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from warrants, stock options, non-vested restricted stock awards, restricted stock units, Series A Convertible Preferred Stock, and Series X Convertible Preferred Stock were anti-dilutive (see Note 12, Net Loss per Share).

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

The Company recorded a deemed dividend for the modification of existing warrants and issuance of new warrants of $ 5.2 million and $ 0.8 million for the years ended December 31, 2024 and 2023 , respectively.

The deemed dividend is added to net loss in determining the net loss available to common stockholders for the years ended December 31, 2024 and 2023 .

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

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

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

common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Diluted net loss per share is equivalent to basic net loss per share for the periods presented herein because common stock equivalent shares from outstanding warrants, stock options, convertible notes payable, Series B Convertible Preferred Stock and Series J Convertible Preferred Stock were anti-dilutive (see Note 10, Net Loss per Share).

Net income or loss attributable to Catheter Precision, Inc.

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

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures ("ASU 2023 - 07" ).

The amendments in ASU 2023 - 07 require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM.

The amendments in this update also expand the interim segment disclosure requirements.

These amendments do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

The company adopted the amended guidance for the fiscal year-ended December 31, 2024.

The adoption of ASU 2023 - 07 expanded certain disclosures but did not have a material impact on our consolidated financial statements.

Refer to Note 2, Summary of Significant Accounting Policies, for more information about our segment reporting.

Recently issued accounting pronouncements

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures , which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid.

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures ("ASU 2023 - 09" ), which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is required to adopt this standard prospectively in fiscal year 2025 for the annual reporting period ending December 31, 2025.

The Company does not believe the impact of the new guidance and related codification improvements will have a material impact to its financial position, results of operations and cash flows.

The Company elected to prospectively adopt the guidance.

The adoption of this guidance did not have a material impact on the Company's consolidated financial statements, but did require enhanced income tax disclosures in the notes to the consolidated financial statements.

See Note 15, Income Taxes, for related disclosures.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024 - 03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses ("ASU 2024 - 03" ).

In January 2025, the FASB issued ASU 2025 - 01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ), Clarifying the Effective Date ("ASU 2025 - 01" ).

ASU 2024 - 03 requires the disaggregation of certain costs and expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement.

ASU 2024 - 03 is effective for the Company’s Annual Report on Form 10 -K for the fiscal year ending December 31, 2027 and for interim periods beginning in 2028.

ASU 2024 - 03, as clarified by ASU 2025 - 01, is effective for the Company’s Annual Report on Form 10 -K for the fiscal year ending December 31, 2027 and for interim periods beginning in 2028.

The guidance may be applied on a prospective or retrospective basis and early adoption is permitted.

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

Business Combination

On January 9, 2023, the Company completed the acquisition of Old Catheter for the purpose of acquiring Old Catheter’s existing and developing product lines based on unique electrophysiology technology.

Pursuant to the Merger Agreement, all Old Catheter common stock shares issued and outstanding and convertible promissory notes, representing an aggregate principal of $ 25.2 million, were converted into a right to receive 14,649.592 shares of a new class of the Company’s preferred stock, designated Series X Convertible Preferred Stock.

Additionally, all outstanding stock options to purchase Old Catheter common stock were assumed and converted into options to purchase approximately 75,367 shares of the Company's common stock.

The total purchase consideration for the Merger was $ 72.5 million which represents the sum of the (i) estimated fair value of the 14,649.592 Series X Convertible Preferred Stock issued and (ii) the portion of the estimated fair value of $ 3.4 million representing the Company stock options issued in replacement of Old Catheter share-based payment awards as required under FASB Topic 805, Business Combinations ("Topic 805" ).

The fair value of the Series X Convertible Preferred Stock includes certain discounts applied to the closing stock price of the Company, on January 9, 2023, of $ 60.90 per share.

The following table summarizes the fair value of the consideration associated with the Merger (in thousands):

Fair Value as of

January 9, 2023

Fair value of 14,649.592 Series X convertible preferred stock issued

Fair value of Old Catheter’s fully vested stock options

Total Purchase Price

The Merger was accounted for as a business combination in accordance with Topic 805, and the Company has been determined to be the accounting acquirer.

The Company allocated the purchase price to the assets acquired and liabilities assumed at fair value.

The purchase price allocation reflects various fair value estimates and analyses, including certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, liabilities assumed, and goodwill, which were subject to change within the measurement period as valuations were being finalized (generally one year from the acquisition date).

Measurement period adjustments were recorded in the reporting period in which the estimates are finalized, and adjustment amounts were determined.

During the three months ended June 30, 2023, the Company recorded measurement period adjustments based on changes to certain estimates and assumptions and their related impact to the purchase price allocation.

Developed technology was revised from $ 35.1 million to $ 27.0 million;

trademarks were revised from $ 1.7 million to $ 1.3 million;

customer relationships were revised from $ 220 thousand to $ 62 thousand;

goodwill was revised from $ 56.0 million to $ 60.9 million;

and royalties payable due to related parties were revised from $ 7.6 million to $ 14.2 million.

The following table summarizes the final purchase price allocations relating to the Merger (in thousands):

Assets acquired:

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property and equipment, net

Lease right-of-use assets

Developed technology

Customer relationships

Total assets acquired

Liabilities assumed:

Accounts payable

Accrued expenses

Lease liability

Interest payable

Convertible promissory notes

Royalties payable due to related parties

Total liabilities assumed

Total purchase price

All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values and estimated useful lives are as follows:

Intangible Assets

Estimated Fair Value

Estimated Useful Life

Developed technology- VIVO

Developed technology- LockeT

Customer relationships

Trademark- VIVO

Trademark- LockeT

Notwithstanding the above, as described in Note 7, management determined that there were indicators of asset impairment during the year ended December 31, 2023, and assessed the carrying values of the Company’s intangible assets and goodwill.

As a result, the Company recorded an impairment charge relating to goodwill of $ 60.9 million during the year ended December 31, 2023.

This amount represented the purchase price amount ascribed to goodwill.

Transaction costs incurred in connection with this business combination amounted to approximately $ 1.7 million during the year ended December 31, 2023.

Pro forma financial information

The following table represents the revenue, net loss and net loss per share effect of the acquired company, as reported on a pro forma basis as if the acquisition occurred on January 1, 2023.

These pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the first day of the period presented, nor does the pro forma financial information purport to represent the results of operations for future periods.

The following information for the year ended December 31, 2023 and is presented in thousands except for the per share data (in thousands, except per share data):

For the Year Ended December 31,

Net loss attributable to common stockholders

Basic and diluted net loss per share – on a pro forma basis

In July 2025, the FASB issued ASU 2025 - 05, Financial Instruments-Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025 - 05" ), which provides a practical expedient for entities to estimate expected credit losses on current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606.

ASU 2025 - 05 is effective for the Company for annual periods beginning after December 15, 2025, and interim periods within those annual periods.

The Company is evaluating the impact of this standard on its financial statements and related disclosures.

The Company does not expect this update to have a material effect on the Company's consolidated financial statements.

In December 2025, the FASB issued ASU 2025 - 11, Interim Reporting (Topic 270 ):

Narrow-Scope Improvements ("ASU 2025 - 11" ), which is intended to clarify and improve certain aspects of interim financial reporting, including the requirements for interim disclosures and the application of recognition and measurement guidance in interim periods.

ASU 2025 - 11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

Adoption can be applied prospectively or retrospectively.

The Company is currently evaluating the potential impact that ASU 2025 - 11 may have on its consolidated financial statements and related disclosures.

The Company does not expect this update to have a material effect on the Company's consolidated financial statements.

Inventories consisted of the following (in thousands):

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Intangible Assets

During the year ended December 31, 2025, the Company determined that impairment indicators were present due to the Company’s sustained decrease in stock price and sustained negative cash flows and operating losses.

The Company evaluated both of its long-lived asset groups for impairment.

While the LockeT asset group was deemed to be recoverable, the Company concluded that the VIVO asset group was not recoverable.

Based on the results of the impairment analysis, in which the fair value of the VIVO asset group was determined using a discounted cash flow model, the Company recorded an impairment charge of approximately $ 7.0 million related to the VIVO developed technology and trademarks.

This charge was recorded to loss on impairment of intangible assets in the consolidated statements of operations.

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

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Trademarks/trade names ‐ VIVO

9 876 ( 195 ) 681

Trademarks/trade names ‐ LockeT

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The Company uses the straight-line method to determine amortization expense for its definite lived intangible assets.

Amortization expense, included within selling, general and administrative expenses, related to the Company's intangible assets was $ 2.0 million and $ 2.0 million for the years ended December 31, 2024 and 2023 , respectively.

In connection with the Merger, the excess of the purchase price over the estimated fair value of the net assets assumed of $ 60.9 million was recognized as goodwill.

The Merger was accounted for as a business combination in accordance with Topic 805, and the Company has been determined to be the accounting acquirer.

The Company allocated the purchase price to the assets acquired and liabilities assumed at fair value.

As a result, goodwill was revised from $ 56.0 million to $ 60.9 million.

The Company tests Goodwill for impairment at the reporting unit level annually in the fourth quarter or more frequently if a change in circumstances or the occurrence of events indicates that potential impairment exists.

Due to a sustained decrease in the Company’s share price during the quarter ended March 31, 2023, the Company concluded that, in accordance with ASC 350, a triggering event occurred indicating that potential impairment exists and required the Company to assess if impairment exists as of March 31, 2023.

In accordance with ASC 350, the Company performed a quantitative goodwill impairment test, which resulted in the carrying amount of the reporting unit exceeding the estimated fair value of the reporting unit, indicating that the goodwill of the reporting unit was impaired.

The Company utilized a combination of an income and market-based approach to assess the fair value of the reporting unit.

The income approach considered the discounted cash flow model, considering projected future cash flows (including timing and profitability), discount rate reflecting the risk inherent in future cash flows, perpetual growth rate, and projected future economic and market conditions.

The guideline public company market approach considered marketplace earnings multiples from within a peer public company group.

As of December 31, 2023, cumulative goodwill impairment charges of $ 60.9 million were incurred related to the Company’s single reporting unit and no goodwill remains as of this date.

Amortization expense, included within selling, general and administrative expenses in the consolidated statements of operations, for the Company's intangible assets was $ 2.0 million for the years ended December 31, 2025 and 2024 , respectively.

Accrued Expenses

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$ 1,697 $ 1,548

The product warranty accrual related to the voluntary recall of DABRA catheters was initiated in September 2019.

The recall was closed by the FDA in July 2023 and no claims have been submitted in approximately 2 years.

As such, the Company derecognized the warranty liability of $ 192 thousand as of December 31, 2023.

The accrued warranty balance was $ 0 as of December 31, 2024 and 2023 .

Notes Payable

Note Payable - Director & Officer Liability Insurance

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

Note Payable - Director and Officer Liability Insurance

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

A down payment of $ 44 thousand was made and the remaining balance of $ 249 thousand was financed over 10 months through a short-term financing arrangement with its insurance carrier.

The interest rate on the loan was 9.99 %.

Interest expense on this loan was $ 4 thousand and $ 6 thousand for the years ended December 31, 2024 and 2023 , respectively.

The loan balance was $ 184 thousand as of December 31, 2023.

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

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

Interest expense on this loan was $ 6 thousand for the years ended December 31, 2025 and 2024 , respectively.

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

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

The Company purchased director and officer liability insurance coverage on October 1, 2025 for $ 77 thousand.

A down payment of $ 15 thousand was made and the remaining balance of $ 62 thousand was financed over 3 months through a short-term financing arrangement with its insurance carrier.

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Interest expense on this loan was $ 1 thousand for the year ended December 31, 2025 .

The loan balance was $ 177 thousand as of December 31, 2024 .

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

Note Payable Issued for the Cardionomic Asset Acquisition

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

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

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

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

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

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

Interest expense on this note was $ 84 thousand for the year ended December 31, 2025 .

The Note Payable and related accrued interest totaled $ 1.3 million as of December 31, 2025 , which included a principal balance of $ 1.5 million and accrued interest expense of $ 39 thousand net of unamortized discounts of $ 209 thousand.

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

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

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On June 25, 2024, an entity controlled by Mr.

Jenkins loaned $ 150,000 to the Company in exchange for a short-term promissory note.

On July 1, 2024 and July 18, 2024, the Company entered into two short-term promissory notes with an affiliate of Mr.

Jenkins, wherein the affiliate loaned $ 250,000 and $ 100,000 , respectively, to the Company in exchange for the short-term promissory notes.

On July 25, 2024, the Company entered into a short-term promissory note with a Trust, of which Mr.

Jenkins, FatBoy Capital L.P., loaned $ 150,000 to the Company in exchange for a short-term promissory note.

On July 1, 2024 and July 18, 2024, the Company entered into two short-term promissory notes with FatBoy Capital L.P., wherein the entity loaned $ 250,000 and $ 100,000 , respectively, to the Company in exchange for the short-term promissory notes.

On July 25, 2024, the Company entered into a short-term promissory note with a Trust, Jenkins Family Charitable Institute, of which Mr.

Jenkins’ adult daughter is the trustee, wherein the Trust loaned $ 500,000 to the Company in exchange for the short-term promissory note.

All of these short-term promissory notes (the “Related Party Notes”) had a maturity date of August 30, 2024 and interest at 8 % per annum.

On August 23, 2024, the Company entered in the first amendment of the Related Party Notes, which extended the maturity date to January 31, 2026 and increased the interest rate to 12 % per annum after August 31, 2024.

All of these short-term promissory notes (the “Related Party Notes”) had a maturity date of August 30, 2024 and interest of 8 % per annum.

On August 23, 2024, the Company entered into the first amendment of the Related Party Notes, which extended the maturity date to January 31, 2026 and increased the interest rate to 12 % per annum after August 31, 2024.

All other terms and conditions remained substantially unchanged.

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The Company further concluded that the debt modification did not result in any adjustments to the carrying value of the Related Party Notes.

Jenkins to January 31, 2029.

As part of the second amendment, the Company issued 170,000 Series M Warrants to FatBoy Capital L.P.

Jenkins, respectively, and transferred the Perikard membership interests to Mr.

Jenkins for de minimis proceeds.

All other terms and conditions remained unchanged.

The second amendment was accounted for as a debt extinguishment since the amended terms and conditions were substantially different from prior terms and conditions.

In accordance with ASC 470 - 50, the Company derecognized the net carrying amount of the original Related Party Notes and recorded the amended Related Party Notes at fair value.

Since the fair value of the amended Related Party Notes of $ 1.7 million was greater than the principal balance of $ 1.5 million, the Company recognized a premium of $ 0.2 million as of December 31, 2025.

The difference between the reacquisition price, which is the sum of the fair values of the amended Related Party Notes, Perikard membership interests, and Series M Warrants, and the net carrying amount of the original Related Party Notes of $ 0.6 million was recorded as loss on debt extinguishment in the consolidated statements of operations.

See Note 11, Equity Offerings, and Note 14, Asset Acquisitions, for additional information on the Series M Warrants issued and the Perikard patents transferred in connection with the debt extinguishment, respectively.

The Related Party Notes, including all principal and interest, accelerate and become immediately due and payable upon the occurrence of certain customary events of default, including failure to pay amounts owed when due, material breach of the Company’s representations or warranties (unless waived by the holders of the Related Party Notes or cured within 10 days following notice), certain events involving the discontinuation of the Company’s business and/or certain types of proceedings involving insolvency, bankruptcy, receivership and the like.

Interest expense on the Related Party Notes was $ 81 thousand for the year ended December 31, 2024 .

The Related Party Notes and related accrued interest totaled $ 1.6 million as of December 31, 2024 , $ 61 thousand of which related to accrued interest and was recorded under interest payable due to related parties on the consolidated balance sheets.

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

See Note 19, Related Parties for additional details.

Interest expense on the Related Party Notes was $ 180 thousand and $ 81 thousand for the years ended December 31, 2025 and 2024 , respectively.

The Related Party Notes totaled $ 1.7 million as of December 31, 2025 , of which $ 248 thousand related to unamortized premiums that arose from the debt extinguishment of the original Related Party Notes.

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

The Related Party Notes, including any accrued interest and unamortized premiums, are recorded under the notes payable due to related parties on the 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 $ 6 thousand for the year ended December 31, 2025 .

The Notes Payable and related accrued interest totaled $ 306 thousand as of December 31, 2025 , which included a principal balance of $ 300 thousand and accrued interest of $ 6 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 consolidated balance sheets.

Convertible Notes Payable

On December 26, 2025, the Company issued an unsecured convertible note payable with a principal amount of $ 102 thousand and a discount of $ 2 thousand to Boot Capital LLC for cash proceeds of $ 100 thousand.

The Company further issued an unsecured convertible note payable with a principal amount of $ 204 thousand and a discount of $ 4 thousand to Vanquish Funding Group Inc.

for cash proceeds of $ 200 thousand.

The convertible notes payable have a maturity date of September 30, 2026 and stated interest rate of 10 % per annum, which shall be payable when the principal amount is due.

Any principal amount or interest that is not paid when due shall bear the default interest of 22 % per annum.

Changes in fair value of convertible notes payable along with interest expense are recorded under change in fair value of convertible notes payable in the consolidated statements of operations.

The Company incurred debt issuance costs of $ 7 thousand that were expensed in accordance with the fair value option during the twelve month period ended December 31, 2025.

The outstanding balance is convertible, in whole or in part, at any time, during the period beginning on the date that is 180 days after the issuance date and ending on the later of (i) the maturity date or (ii) the date of payment of the Default Amount (as defined below).

The number of shares to be issued is based on the conversion amount (i.e., the total amount of principal, accrued but unpaid interest, default interest, and other payable amounts to be converted) divided by the conversion price, which equals 75 % of the average of the lowest three volume weighted average prices for the Company’s shares of common stock during the 10 trading day period ending on the conversion date.

The conversion right is subject to a beneficial ownership limitation of 4.99 % of the Company’s outstanding common stock.

The Company has the right to prepay the outstanding balance of the convertible notes payable, which is defined as the sum of the outstanding principal amount, accrued and unpaid interest, default interest, and any other amounts due and payable, with three days’ prior written notice.

If the Company pays within 90 days of the issuance date, the Company must pay 120 % of the outstanding balance.

If the Company pays within 90 to 180 days after the issuance date, the Company must pay 125 % of the outstanding balance.

The convertible notes payable are immediately due and payable upon an event of default, including the Company’s failure to pay the principal amount or interest when due, failure to issue shares upon conversion, breach of covenants, bankruptcy or insolvency proceedings, delisting of its common stock, failure to comply with reporting requirements under the Securities Exchange Act, liquidation, cessation of operations, financial statement restatement, and cross-default.

Upon an event of default, the Company shall pay 150 % of the outstanding principal, accrued and unpaid interest, default interest, and any other amounts due and payable (“Default Amount”).

If the event of default relates to the Company’s failure to issue shares of common stock upon conversion, the Company shall pay twice the Default Amount.

Future maturities for long-term debts as of December 31, 2025 were as follows (in thousands):

Total principal

accrued interest

Royalties Payable

LockeT Royalty

On January 9, 2023, Old Catheter entered into an agreement with the Noteholders to forgive all accrued interest and future interest expense in exchange for a future royalty right.

On January 9, 2023, prior to the consummation of the Merger, Old Catheter entered in an agreement with its Convertible Promissory Noteholders (“Noteholders”), which substantially consisted of amounts due to David A.

Jenkins, previously Old Catheter's Chairman of the Board of Directors prior to the Merger, and, currently, the Company’s Executive Chairman of the Board of Directors and Chief Executive Officer, to forgive all accrued interest and future interest expense in exchange for a future royalty right.

Under these agreements, the Company is obligated to pay the Noteholders a total royalty equal to 11.82 % of net sales of its LockeT device on a quarterly basis, commencing upon the first commercial sale, which occurred in April 2024, through December 31, 2035.

As of December 31, 2024, the fair value of the royalty payable related to the agreement with the Noteholders was $ 9.2 million.

The Company recorded a loss on the change in the fair value of $ 2.2 million for the year ended December 31, 2024.

An additional royalty will be paid to the inventor of the LockeT device as detailed in the Royalty Agreement.

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

After $ 1.0 million has been paid, and if, and only if, a US patent is granted by the United States Patent and Trademark Office, the Company will continue to pay a royalty at a rate of 2 % of net sales, until total cumulative royalties of $ 10.0 million have been paid.

The royalty payments will apply to revenues through December 31, 2033, then will terminate regardless of whether the full $ 10.0 million has been paid.

The Company recorded its first sales of LockeT devices during the year ended December 31, 2024, such that the Company owes $ 32 thousand in connection with the royalty agreements as of December 31, 2024.

The Company did not owe any royalty payments as of December 31, 2023.

In April 2025, a US patent was granted by the United States Patent and Trademark Office, after which the Company is obligated to pay an additional royalty of 2 % of net sales only after the initial $ 1 million of 5 % royalties has been paid, up to a maximum of $ 10 million in additional royalties.

These royalty payments apply to revenues through December 31, 2033 and will terminate at that date regardless of whether the full $ 10 million has been paid.

On December 31, 2025, the Company entered into the Series J Exchange Agreement ("Exchange Agreement") with Mr.

Jenkins and FatBoy Capital, L.P.

to exchange future and accrued royalty rights of $ 2.7 million for an aggregate of 9,490 shares of the Company's newly designated Series J Convertible Preferred Stock, par value $ 0.0001 per share and stated value of $ 1,000 per share (see Note 12, Preferred Stock, for additional information).

The Exchange Agreement was accounted for as an extinguishment of liabilities as the Company settled an outstanding contractual obligation through the issuance of shares of preferred stock.

Therefore, the Company derecognized $ 2.7 million of royalties payable due to related parties and recognized the fair value of the Series J Convertible Preferred Stock of $ 5.3 million in additional paid-in capital in the consolidated balance sheets.

The difference between the fair value of the Series J Convertible Preferred Stock and the fair value of the royalties payable due to related parties of $ 2.6 million was recorded as loss on debt extinguishment in the consolidated statements of operations.

All other royalties payable remain outstanding and are included under current portion of royalties payable due to related parties and royalties payable due to related parties in the condensed balance sheets.

The Company recorded a gain for the change in the fair value of the royalties payable due to related parties of $ 5.7 million for the year ended December 31, 2025 and a loss of $ 2.2 million for the year ended December 31, 2024.

T he fair value of the royalties payable due to related parties totaled $ 0.8 million and $ 9.2 million as of December 31, 2025 and December 31, 2024 , respectively.

AMIGO System Royalty

6 unchanged sentences

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

The AMIGO System royalty has been earned and payment has been deferred to a future date.

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

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.

6 unchanged sentences

Lease expense is recognized on a straight-line basis over the lease term in the consolidated statements of operations.

The Company elected to utilize the short-term lease exemption to exclude recognition of ROU assets and lease liabilities from the balance sheet for leases with an initial term of 12 months or less, with payments instead being expensed on a straight-line basis over the lease term.

The Company elected to utilize the short-term lease exemption to exclude recognition of ROU assets and lease liabilities from the consolidated balance sheet for leases with an initial term of 12 months or less, with payments instead being expensed on a straight-line basis over the lease term.

If a lease includes options to extend the lease term, the Company does not assume the option will be exercised in its initial lease term assessment unless there is reasonable certainty that the Company will renew based on an assessment of economic factors present as of the lease commencement date.

8 unchanged sentences

The space is used for office and general use.

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

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

As of December 31, 2024, the Company does not intend to exercise either of the two extension options.

Total rent is $ 3,435 per month for the first ten months following the two months of free rent, with annual increases on the anniversary of the effective date.

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

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

In June 2025, the Company notified the landlord of its intent to exercise its option to extend the lease for an additional 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 consolidated balance sheet as of December 31, 2025 .

As of December 31, 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 consolidated balance sheet as of December 31, 2025 .

New Jersey Office Lease Agreement

1 unchanged sentence

The space is used for office and general use.

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

The lease contains one 24 -month renewal period, which requires 9 months’ notice of the Company’s intent to exercise.

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

The lease contained one 24 -month renewal period, which required 9 months’ notice of the Company’s intent to exercise.

In March 2024, the Company notified the landlord of its intent to extend the lease for a 12 -month period.

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

Total rent is $ 1,207 per month through December 31, 2024, and $ 1,267 for the remaining term of the extended lease.

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.

The amended lease does not contain any additional options to extend or renew the term.

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 consolidated balance sheet as of December 31, 2025 .

Park City Office Lease Agreement

1 unchanged sentence

The space is used for office and general use.

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

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

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

As of December 31, 2024, the Company does not intend to exercise the extension option.

Total rent is $ 3,200 per month for the first year with an annual increase of three percent per year on the anniversary of the effective date.

The following tables present supplemental balance sheet information related to operating leases for the years ended December 31, 2024 and 2023 :

As of December 31, 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 consolidated balance sheet as of December 31, 2025 .

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

For the Year Ended

1 unchanged sentence

Cash paid for leases

For the Year Ended

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

Weighted average discount rate - operating leases

9.67 % 8.58 %

Future minimum lease payments for all lease obligations for the following five fiscal years and thereafter are as follows (in thousands):

4 unchanged sentences

Present value of future minimum lease payments

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

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

Operating lease right-of-use assets, net

1 unchanged sentence

Operating lease liabilities

Total lease liabilities

Total operating lease liabilities

Net Loss per Share

The Company’s Series A Convertible Preferred Stock, of which no shares were outstanding as of December 31, 2024, and outstanding warrants to purchase common stock have participation rights to any dividends that may be declared in the future, such that they are participating securities.

The Company’s Series X Convertible Preferred Stock, of which no shares were outstanding as of December 31, 2025, as well as the Series B Convertible Preferred Stock, Series J Convertible Preferred Stock, convertible notes payable, and outstanding warrants have participation rights to any dividends that may be declared in the future, such that they are participating securities.

Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income.

During periods of loss, no loss is allocated to the participating securities since the holders have no contractual obligation to share in the losses of the Company.

Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at December 31, 2024 , consisted of 1,265,601 shares of common stock issuable upon conversion of Series X Convertible Preferred Stock, 16,539,513 shares of common stock issuable upon exercise of outstanding warrants, and 95,605 shares of common stock issuable upon exercise of vested stock options.

The weighted-average number of common shares outstanding as of December 31, 2024 includes the shares held in abeyance upon the exercise of certain existing warrants (see Note 13, Equity Offerings).

In connection with the 2024 Warrant Inducement Offer, the Company agreed to issue the number of shares of common stock that would not cause a holder to exceed their beneficial ownership limitation and to hold the remaining balance of shares of common stock in abeyance.

Accordingly, the Company held 3,096,00 shares of common stock in abeyance as of December 31, 2024 (the “Abeyance Shares”).

The Abeyance Shares are evidenced through the holders’ existing warrants, which are now deemed to be fully prepaid.

Since the Abeyance Shares are issuable for no consideration and do not contain any other conditions that must be satisfied by the holder to ultimately receive such shares of common stock, the Abeyance Shares were included in the weighted-average number of common shares and excluded from the anti-dilutive number of warrants included above as of December 31, 2024 .

Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share at December 31, 2023 , consisted of 286,125 shares of Series A Convertible Preferred Stock, 1,265,601 shares of Series X Convertible Preferred Stock, 1,104,214 warrants, and 21,465 stock options.

Net loss attributable to common stockholders consists of net loss adjusted for deemed dividends.

The Company recorded a deemed dividend for the modification of existing warrants and issuance of new warrants (see Note 13, Equity Offerings) of $ 5.2 million and $ 0.8 million for the years ended December 31, 2024 and 2023 , respectively.

Equity Offerings

2023 Warrant Inducement Offer

On January 9, 2023, the Company reduced the exercise price of certain existing warrants (the “2023 Existing Warrants) held by an investor (the “Investor”) with exercise prices ranging from $ 140.00 to $ 5,265 per share of common stock to $ 40.00 per share of common stock (the “2023 Warrant Repricing”).

The 2023 Existing Warrants were exercisable for 33,161 shares of the Company’s common stock.

In connection with the 2023 Warrant Repricing, the Company entered into a Warrant Inducement Offer Letter with the Investor pursuant to which the Investor agreed to exercise the 2023 Existing Warrants at the reduced exercise price of $ 40.00 per share of common stock (the "2023 Warrant Inducement Offer").

The Company received approximately $ 1.3 million in gross proceeds.

The Company paid placement agent aggregate cash fees plus other offering costs of approximately $ 0.2 million, resulting in net proceeds of $ 1.1 million.

In consideration for exercising the 2023 Existing Warrants, the Company issued the Investor a new Series E common stock purchase warrant (the "Series E Warrant") to purchase 33,161 shares of common stock at an exercise price of $ 40.00 per share.

The Series E Warrant is exercisable for five years from the date of stockholder approval.

Exercise of the Series E Warrant in full was subject to approval of the Company's stockholders other than the Investor, which was obtained at a special meeting of the Company's stockholders held on March 21, 2023 ( the "Stockholders' Meeting").

The incremental fair value of the repriced warrants amounted to $ 0.3 million and the fair value of Series E Warrants totaled $ 1.9 million.

The relative fair value of such amounts was recorded to additional paid-in capital concurrent with the exercise of the 2023 Existing Warrants.

As a result of the 2023 Warrant Inducement Offer, the Company presents a deemed dividend for the modification of the 2023 Existing Warrants and issuance of the Series E Warrants of $ 0.8 million for the year ended December 31, 2023.

The deemed dividend was included in net loss attributable to common stockholders in the calculation of net loss per share in the consolidated statements of operations.

The 2023 Existing Warrants were valued on the date of the 2023 Warrant Repricing using the Black-Scholes model based on the following assumptions:

5/22/2020 Raise

8/3/2020 Raise

Risk-free interest rate

4.06 % 4.06 % 3.60 % 3.66 %

135.35 % 132.55 % 115.42 % 127.65 %

Expected dividend yield

0.00 % 0.00 % 0.00 % 0.00 %

Expected life (in years)

2.4 2.6 6.5 4.5

The Series E Warrants were also valued on the date of the 2023 Warrant Repricing at approximately $ 1.9 million using the Black-Scholes model based on the following assumptions:

Risk-free interest rate

Expected dividend yield

Expected life (in years)

Private Placement

On January 9, 2023, the Company entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) for a private placement (“Private Placement”) with the Investor.

Pursuant to the Securities Purchase Agreement, the Investor agreed to purchase, for an aggregate purchase price of approximately $ 8.0 million, (a) Class A Units at a price that was the lower of $ 3.00 per unit and 90 % of the 5 day volume weighted average price of the Company’s common stock immediately prior to obtainment of the approval of the Company’s stockholders to convert the PIPE Preferred Stock and PIPE Warrants (as each are defined below), without adjusting such price for the reverse stock split, each consisting of one tenth of one share of common stock, one tenth of one Series F common stock purchase warrant (“Series F Warrant”) and one tenth of one Series G common stock purchase warrant (“Series G Warrant”, and together with the Series F Warrants, the “PIPE Warrants”) and (b) Class B Units at a price of $ 1,000 per unit, each consisting of one share of a new series of the Company’s preferred stock, designated as Series A Convertible Preferred Stock (the “PIPE Preferred Stock”), par value $ 0.0001 , and one tenth of one Series F Warrant and one tenth of one Series G Warrant for each one - tenth of one share of the Company’s common stock underlying the PIPE Preferred Stock (each share of which is convertible into a number of shares of the Company’s common stock equal to $ 1,000 divided by the lower of $ 30.00 and 90 % of the 5 day volume weighted average closing price, multiplied by ten in order to reflect the impact of the reverse stock split of the Company’s common stock immediately prior to the obtainment of the approval of the Company’s stockholders of the conversion of the PIPE Preferred Stock and PIPE Warrants, or the Preferred Conversion Rate).

The closing under the Securities Purchase Agreement and the sale and issuance of the Class A Units and Class B Units (and the issuance of any underlying common stock) were approved at the Stockholders’ Meeting.

At the closing of the Private Placement, the Company issued 497,908 Class A Units for proceeds of approximately $ 0.9 million and 7,203 Class B Units for proceeds of approximately $ 7.1 million, which contained preferred shares that were convertible into up to 450,123 shares of common stock, as well as the issuance of warrants described below.

The PIPE Warrants, including Series F Warrants and Series G Warrants, were exercisable at an exercise price of $ 30.00 per share, subject to adjustments as provided under the terms of the PIPE Warrants.

The PIPE Warrants were exercisable at any time on or after the closing date of the Private Placement until the expiration thereof, except that the PIPE Warrants could not be exercised if, after giving effect thereto, the purchaser would beneficially own more than 4.99 %, or the Maximum Percentage, of the outstanding shares of common stock of the Company, which Maximum Percentage could be increased or decreased by the purchaser with written notice to the Company to any other percentage specified not in excess of 9.99 %.

The Series F Warrants had a term of two years from the date of stockholder approval, and the Series G Warrants had a term of six years from the date of stockholder approval.

The Series F Warrants and Series G Warrants were approved at the Stockholders’ Meeting.

The Series F Warrants and Series G Warrants were valued, in aggregate, at approximately $ 5.5 million using the Black-Scholes model based on the following assumptions:

Risk-free interest rate

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 years ended December 31, 2025 and 2024 because including them would have been antidilutive:

Warrants for common stock

1,418,943 870,500

Expected dividend yield

Expected life (in years)

The proceeds from the Securities Purchase Agreement were allocated to the equity instruments issued based on their relative fair values and recorded in additional paid-in capital.

Shares of PIPE Preferred Stock, the conversion of which was approved at the Stockholders’ Meeting, were convertible into common stock at the option of the holder at the Preferred Conversion Rate, subject to certain ownership limitations as described below.

The conversion price was subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions.

Subject to limited exceptions, holders of shares of PIPE Preferred Stock did not have the right to convert any portion of their Preferred Stock if the holder, together with its affiliates, would beneficially own in excess of 4.99 % (or up to 9.99 % at the election of the holder) of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion.

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

Except as otherwise required by law, the PIPE Preferred Stock did not have voting rights.

The Company also entered into a registration rights agreement with the purchasers requiring the Company to register the resale of the shares of common stock, the shares issuable upon exercise of the Warrants and the shares issuable upon the conversion of the PIPE Preferred Stock.

Placement fees

In connection with offerings completed by the Company in 2022, (the "2022 Offerings"), the Company entered into an agreement with a placement agent that, subject to satisfaction of the requirements contained therein, called for a placement fee payable based on capital raised from certain investors for a definitive time following the expiration of the agreement.

The accrued placement fee of approximat ely $ 1.4 million r elated t o the 2022 Offerings is included in accrued expenses in the consolidated balance sheets as of December 31, 2024 and 2023.

Additionally, the agreement called for the issuance of warrants with the following terms:

Number of shares

Exercise Price

3,300 $ 312.50 5 years

3,100 $ 175.00 5 years

The warrants were valued on the date of the 2022 Offerings using the Black-Scholes model based on the following assumptions:

Value ($ in millions)

Expected Volatility

Risk-Free Interest Rate

Expected Dividend Yield

Expected Term (years)

Employee stock options

149,993 5,016

Series B Convertible Preferred Stock

Series J Convertible Preferred Stock

Series X Convertible Preferred Stock

Convertible notes payable

Total common stock equivalents

8,720,288 942,096

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.

Equity Offerings

September 2024 Public Offering

On September 3, 2024, in connection with the September Public Offering (see Note 1 ), the Company sold an aggregate of 805,900 Common Stock Units and 2,773,000 Pre-Funded Warrant Units at a public offering price of $ 1.00 per Common Stock Unit and $ 0.9999 per Pre-Funded Warrant Unit.

The Company received gross proceeds of approximately $ 3.6 million less underwriting discounts and commissions of $ 1.0 million, resulting in net proceeds of $ 2.6 million.

Each Common Stock Unit consists of:

(i) one share of the Company's Common Stock, (ii) a Series H Warrant to purchase one share of Common Stock at an exercise price of $ 1.00 per share that expires six months from the date of issuance, (iii) a Series I Warrant to purchase one share of Common Stock at an exercise price of $ 1.00 per share that expires eighteen months from the date of issuance, and (iv) a Series J Warrant to purchase one share of Common Stock at an exercise price of $ 1.00 per share that expires five years from the date of issuance.

Each Pre-Funded Warrant Unit consists of:

(i) one Pre-Funded Warrant to purchase one share of Common Stock at an exercise price of $ 0.0001 per share with no expiration date, (ii) one Series H Warrant, (iii) one Series I Warrant (iv) and one Series J Warrant.

Pursuant to the Underwriting Agreement, the Company granted the Representative a 45 -day Overallotment Option to purchase up to (i) 468,041 additional shares of Common Stock, (ii) 468,041 additional Series H Warrants, (iii) 468,041 additional Series I Warrants, and/or (iv) 468,041 additional Series J Warrants, solely to cover over-allotments.

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

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

Pursuant to the Underwriting Agreement, the Company completed a public offering of its securities on September 3, 2024 ( the “September 2024 Public Offering”) and sold an aggregate of (i) 42,415 Common Stock Units and (ii) 145,943 Pre-Funded Warrant Units at a public offering price of $ 19.00 per Common Stock Unit and $ 18.9981 per Pre-Funded Warrant Unit.

The Company collected gross proceeds of approximately $ 3.6 million before deducting underwriting discounts, commissions, and offering expenses payable by the Company of $ 1 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 $ 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 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 Common Stock Units.

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

The Common Stock Units issued through the exercise of the Overallotment Option are included in the 42,415 Common Stock Units noted above.

The Overallotment Option expired on October 14, 2024.

Furthermore, at the closing date, the Company agreed to deliver to the Representative warrants to purchase an aggregate number of shares of Common Stock equal to 6 % of the shares of Common Stock (i) issued in connection with the September 2024 Public Offering and (ii) issuable upon the exercise of the Pre-Funded Warrants.

Therefore, the Company issued 214,734 warrants to the Representative and its designees (the “Representative Warrants”).

Furthermore, at the closing date, the Company agreed to deliver to Ladenburg warrants to purchase an aggregate number of shares of common stock equal to 6 % of the shares of common stock (i) issued in connection with the September 2024 Public Offering and (ii) issuable upon the exercise of the Pre-Funded Warrants.

Therefore, the Company issued 11,302 warrants to Ladenburg and its designees (the “Representative Warrants”).

The Representative Warrants are part of the underwriter costs and commissions incurred in connection with the September 2024 Public Offering.

The Representative Warrants may be exercised to purchase one share of common stock at an exercise price of $ 29.45 per share and expire five years from the date of issuance.

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

The exercise price of the Series Warrants and Pre-Funded Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s Common Stock.

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

The exercise price of the outstanding Series Warrants and Pre-Funded Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock.

Subject to limited exceptions, a holder of the Series Warrants will not have the right to exercise any portion of its Series Warrants if the holder (together with such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99 %, or in the case of certain holders, 9.99 % of the shares of common stock then outstanding (the “Beneficial Ownership Limitation”).

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At the holder’s option, the holder of the Series Warrants may increase the beneficial ownership limitation to 19.99 % of the shares of common stock then outstanding, with any such increase becoming effective upon 61 days’ prior notice to the Company.

The Representative Warrants are exercisable six months after the effective date of the Registration Statement filed by the Company on August 29, 2024.

The Representative Warrants further have a Beneficial Ownership Limitation of 4.99 %, which may be increased to 9.99 % of the shares of Common Stock then outstanding at the option of the Representative.

The Representative Warrants became exercisable six months after the effective date of the Registration Statement filed by the Company on August 29, 2024.

The Representative Warrants further have a Beneficial Ownership Limitation of 4.99 %, which may be increased to 9.99 % of the shares of common stock then outstanding at the option of Ladenburg.

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

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

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

2024 Warrant Inducement Offer

On October 25, 2024, the Company executed the 2024 Warrant Inducement Offer (see Note 1 ) with certain holders of the Company’s existing warrants (Series E, Series F, Series G, Series H and Series I Warrants, collectively the “2024 Existing Warrants”).

On October 25, 2024, the Company executed the 2024 Warrant Inducement Offer with certain holders of the Company’s existing warrants (Series E, Series F, Series G, Series H and Series I Warrants, collectively the “2024 Existing Warrants”).

Pursuant to the terms of the 2024 Warrant Inducement Offer, the Company agreed to lower the exercise price per share of common stock for all holders of the 2024 Existing Warrants, including those that did not participate in the 2024 Warrant Inducement Offer.

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The Series K Warrants have an exercise price of $ 13.30 per share of common stock, were not exercisable until stockholders approval was obtained (“Stockholder Approval”), and have a term of 5.5 years following Stockholder Approval.

In addition, the exercise price of the Series K Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock.

Stockholder Approval was obtained on January 13, 2025.

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As a result of the 2024 Warrant Inducement Offer, the Company recorded a deemed dividend for the modification of the 2024 Existing Warrants and issuance of the Series K Warrants of $ 5.2 million for the year ended December 31, 2024.

The deemed dividend was included in net loss attributable to common stockholders in the calculation of net loss per share in the consolidated statements of operations.

Pursuant to the terms of the 2024 Warrant Inducement Offer, in the event that the exercise of the 2024 Existing Warrants would cause a holder to exceed the beneficial ownership limitations included therein, the Company would issue the number of shares of common stock that would not cause a holder to exceed such beneficial ownership limitations and hold the remaining balance of shares of common stock in abeyance.

Accordingly, as of December 31, 2024, the Company held an aggregate of 3,096,000 shares of common stock in abeyance (the “Abeyance Shares”).

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

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

Until such time, the Abeyance Shares are evidenced through the holder’s existing warrants ( September 2024 Prepaid Series H Warrants and September 2024 Prepaid Series I Warrants) and are included in the Company’s table of outstanding warrants below.

Furthermore, the Company assessed the Series K Warrants and Placement Agent Warrants and determined that they do not require liability classification pursuant to ASC 480.

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

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

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

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

During the year ended December 31, 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 December 31, 2025 .

May 2025 PIPE Financing

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

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

Each PIPE Unit 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 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 gross proceeds of $ 1.5 million in cash and the QHSLab Notes, which had an initial fair value of $ 864 thousand as of the closing date, previously held by one of the investors, before deducting placement agent fees and offering expenses of $ 0.4 million (collectively, the “Placement Agent Fees”).

The Series L Warrants were not exercisable until stockholders' approval was obtained ("Stockholder Approval"), and expire 5.5 years thereafter.

Each Series L Warrant is exercisable into one share of the Company's common stock and may be 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 $ 0.19 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.

Stockholder approval was obtained on July 25, 2025.

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

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

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

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

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

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

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

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

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

In connection with the May 2025 PIPE Financing, the Company also issued Placement Agent Warrants to purchase an aggregate of 13,534 shares of common stock at an exercise price of $ 10.3075 per share to the Placement Agent.

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

The Placement Agent Warrants are not callable by the Company.

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

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

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

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

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

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

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

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

It is not probable that the Company will be obligated to make payments under the registration rights agreement as of December 31, 2025 .

At the Market Offering Agreement

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

Under the ATM Agreement, the Company may offer and sell up to $ 1.3 million of shares of common stock, par value $ 0.0001 per share, through Ladenburg.

On June 13, 2025, the Company filed a prospectus supplement increasing the aggregate amount available to be sold to $ 3.2 million under the ATM (“Shares”).

On 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- 3 (File No.

333 - 284217 ), which was initially filed with the Securities and Exchange Commission on January 10, 2025 and declared effective on January 22, 2025.

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

The ATM Agreement was terminated effective November 24, 2025.

The Company has agreed to pay Ladenburg a commission equal to 3 % of the aggregate gross proceeds from sale of its shares of common stock.

December 31, 2025

shares of common stock have been sold under the ATM Agreement for gross proceeds of

million before deduction of commission and offering expenses of

December 2025 Warrant Issuance

On December 31, 2025, in connection with the second amendment of the Related Party Notes described in Note 7, Notes Payable, the Company issued an aggregate of 340,000 Series M Warrants to FatBoy Capital L.P.

The Series M Warrants are not exercisable until Stockholder Approval is obtained, and expire 5.5 years thereafter.

Each Series M Warrant is exercisable into one share of the Company's common stock at an exercise price of $ 1.56 per share and may be exercised on a cashless basis under certain circumstances.

The exercise price of the Series M 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 M 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 M Warrants have not been exercised.

Stockholder approval for the exercise of the Series M Warrants has not yet been obtained.

In the event of certain transactions resulting in a change in control, then upon the subsequent exercise of the Series M Warrants, for each share of common stock that would have been issuable upon exercise immediately prior to the event, the holders shall receive the number of shares of common stock of the successor entity and any alternate consideration given to common stockholders.

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

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

The Company assessed the Series M Warrants and determined that they do not require liability classification pursuant to ASC 480.

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

Accordingly, the fair value of the Series M Warrants of $ 509 thousand was recorded as an increase to additional paid-in capital in the consolidated balance sheets.

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

Warrants outstanding, December 31, 2024

( 6,209,979 )

Warrants outstanding, December 31, 2025

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Expiration Date

May 2020 Warrants

1,275 $ 5,625.00 5/20/2025

May 2020 Placement Agent Warrants

124 $ 7,031.25 5/20/2025

August 2020 Warrants

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

August 2020 Placement Agent Warrants

192 $ 5,468.75 7/30/2025

August 2021 Pharos Banker Warrants

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1,495 $ 2,660.00 7/22/2027

September 2024 Series H Warrants

578,900 $ 0.70 3/3/2025

September 2024 Prepaid Series H Warrants (1)

1,366,000 $ — None

September 2024 Series I Warrants

56,784 $ 13.30 3/3/2026

September 2024 Prepaid Series I Warrants (1)

1,730,000 $ — None

September 2024 Series J Warrants

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16,888 $ 20.62 4/25/2030

Series L Warrants

225,564 $ 9.50 1/25/2031

Placement Agent Warrants May 2025

13,534 $ 10.31 6/6/2030

December 2025 Series M Warrants

340,000 $ 1.56 **

**The December 2025 Series M Warrants expire 5.5 years from the initial exercise date.

The exercise date is defined as the date of stockholder approval.

As of the date of this filing, such stockholder approval has not yet occurred.

As of December 31, 2025 , the warrants issued by the Company had a weighted average exercise price of $ 17.60 .

( 1 ) In calculating net loss per share, the Abeyance Shares were included in the weighted-average number of common shares and excluded from the anti-dilutive number of warrants excluded from the net loss per share calculation (see Note 12, Net Loss Per Share).

Placement Fees

In connection with offerings completed by the Company in 2022 (the "2022 Offerings"), the Company entered into an agreement with a placement agent that, subject to satisfaction of the requirements contained therein, called for a placement fee payable based on capital raised from certain investors for a definitive time following the expiration of the agreement.

The accrued placement fee of approximately $ 1.4 million related to the 2022 Offerings is included in accrued expenses in the consolidated balance sheets as of

December 31, 2025

December 31, 2024

Additionally, the agreement called for the issuance of warrants with the following terms:

Number of shares

Exercise Price

174 $ 5,937.50 5 years

163 $ 3,325.00 5 years

Preferred Stock

Series X Convertible Preferred Stock

As described in Note 3, above, pursuant to the Merger Agreement, all Old Catheter common stock shares issued and outstanding and convertible promissory notes, representing an aggregate principal balance of $ 25.2 million, were converted into a right to receive 14,649.592 shares of a new class of the Company’s preferred stock, designated Series X Convertible Preferred Stock.

Pursuant to the Merger Agreement, all Old Catheter common stock shares issued and outstanding and Convertible Promissory Notes, representing an aggregate principal balance of $ 25.2 million, were converted into a right to receive 14,649.592 shares of a new class of the Company’s preferred stock, designated Series X Convertible Preferred Stock.

Series X Convertible Preferred Stock has no voting rights prior to the conversion into common stock.

While there are generally no voting rights of the Series X Convertible Preferred Stock, there are protective rights regarding the sales of the Company, change of control, etc.

Series X Preferred Stock may convert into common stock only if the Company’s common stock has been delisted from the NYSE American or has been approved for initial listing on the NYSE American or another stock exchange, at a rate of 100 shares of common stock for each share of Series X Convertible Preferred Stock.

The remaining Series X Preferred Stock may convert into common stock only if the Company’s common stock has been delisted from the NYSE American or has been approved for initial listing on the NYSE American or another stock exchange, at a rate of approximately 5.26 shares of common stock for each share of Series X Convertible Preferred Stock.

Other than dividends payable in shares of common stock, Holders of Series X Convertible Preferred Stock will be entitled to receive dividends on shares of Series X Convertible Preferred Stock equal, on an as-if-converted-to-common stock basis, and in the same form as dividends actually paid on shares of common stock.

Upon consummation of the Merger, each holder of Old Catheter Convertible Promissory Notes received, in exchange for discharge of the principal of their Notes, a number of shares of the Company's Series X Convertible Preferred Stock representing a potential right to convert into the Company's common stock in an amount equal to one common share for each $ 608 of principal amount.

On March 21, 2023, the Company held the Stockholders' Meeting, at which the stockholders approved, among other things, the issuance of 199,359 shares of common stock upon the conversion of 1,993.581 of Series X Convertible Preferred Stock which were issued upon the closing of the Merger (see Note 3, Business Combination).

On March 23, 2023, the Company issued 197,491 shares of common stock upon the conversion of 1,974.905 of Series X Convertible Preferred Stock.

On October 24, 2023, the remaining 1,868 shares of common stock were issued upon the conversion of 18.676 shares of Series X Convertible Preferred Stock.

The remaining 12,656 shares of Series X Convertible Preferred Stock are expected to remain outstanding until the Company meets the initial listing standards of the NYSE American or another national securities exchange or is delisted from the NYSE American, at which time they will convert into common stock.

All of the Series X Convertible Preferred Stock were converted as follows:

Date of Conversion

Series X Shares Converted

Common Shares Issued

December 5, 2025

As of December 31, 2025 and December 31, 2024, the Company had 0 and 12,656 shares of Series X Convertible Preferred Stock outstanding, respectively.

Series A Convertible Preferred Stock

As described in Note 13, on January 9, 2023, the Company entered into a Securities Purchase Agreement for a Private Placement with the Investor.

On January 9, 2023, the Company entered into a Securities Purchase Agreement for a Private Placement with the Investor.

Pursuant to the Securities Purchase Agreement, shares of Series A Convertible Preferred Stock were issued, the conversion of which was approved at the Stockholders’ Meeting.

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Those shares of common stock were registered for resale on an effective registration statement on Form S- 1.

The following conversions of Series A Convertible Preferred Stock occurred subsequent to the issuance and prior to December 31, 2024 :

All of the Series A Convertible Preferred Stock were converted as follows:

Date of Conversion

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

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

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

Series B Convertible Preferred Stock

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

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

Subject to certain ownership limitations as described below, the Series B Convertible Preferred Stock was convertible into an aggregate of 451,126 shares of common stock at the option of the holder.

The Series B Convertible Preferred Stock are convertible at a fixed conversion rate determined by dividing the stated value of the Series B Convertible Preferred Stock by the conversion price of $ 6.65 , which approximates 150.38 shares of common stock issuable per share of Series B Convertible Preferred Stock.

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

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

Stockholder Approval was obtained on July 25, 2025.

Prior to Stockholder Approval, the Series B Convertible Stock could only be converted into up to 115,913 shares of common stock ( 19.99 % of the Company’s outstanding common stock on the date of issuance of the Series B Convertible Preferred Stock).

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

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

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

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

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

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

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

The estimated fair value of these embedded derivatives was deemed to be de minimis at issuance and at December 31, 2025 .

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

Series B Convertible Preferred Stock were converted as follows:

Date of Conversion

Series B Shares Converted

Common Shares Issued

June 11, 2025

As of December 31, 2025 , the Company had 2,229 shares of Series B Convertible Preferred Stock outstanding.

Series J Convertible Preferred Stock

On December 31, 2025, pursuant to the Exchange Agreement discussed in Note 8, Royalties Payable, the Company issued 9,490 shares of the Company’s newly designated Series J Convertible Preferred Stock, which has a par value of $ 0.0001 per share and a stated value of $ 1,000 per share.

Subject to certain limitations described below, the Series J Convertible Preferred Stock is convertible into an aggregate of 6,083,005 shares of common stock at the option of the holder.

The Series J Convertible Preferred Stock are convertible at a fixed conversion rate determined by dividing the stated value of the Series J Convertible Preferred Stock by the conversion price of $ 1.56 , which approximates 641.03 shares of common stock issuable per share of Series J Convertible Preferred Stock.

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

The Company recognized the fair value of the Series J Convertible Preferred Stock of $ 5.3 million in additional paid-in capital in the consolidated balance sheets.

The conversion of the Series J Convertible Preferred Stock is subject to stockholder approval and Beneficial Ownership Limitations.

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

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

The holders also have the right to receive dividends when and as declared by the Board of Directors.

No dividends have been granted to the Series J Convertible Preferred Stockholders.

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

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

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

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

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

As of December 31, 2025 , the Company had 9,490 shares of Series J Convertible Preferred Stock outstanding.

Stock-Based Compensation

2018 Equity Incentive Plan

In September 2018, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2018 Equity Incentive Plan (the “2018 Plan”), which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants.

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

As of July 2023, no additional awards could be made under the 2018 Plan and no shares of common stock were reserved for future issuance.

As of December 31, 2024 , there are 7 non-statutory stock options outstanding under the 2018 Plan.

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

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

As of December 31, 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

In September 2018, the Company's board of directors adopted the 2018 Employee Stock Purchase Plan (the “ESPP”), which permitted eligible employees to purchase the Company’s common stock at a discount through payroll deductions during defined offering periods.

Eligible employees could elect to withhold up to 15 % of their base earnings to purchase shares of the Company’s common stock at a price equal to 85 % of the fair market value on the first day of the offering period or the purchase date, whichever was lower.

The number of shares of common stock reserved for issuance under the ESPP automatically increased on January 1 of each fiscal year by the lesser of ( 1 ) 23 shares, ( 2 ) 1.25 % of the total number of shares outstanding on December 31 of the preceding fiscal year, or ( 3 ) such other amount as the Company’s board of directors may determine.

In April 2024, the Company formally terminated the ESPP.

For the years ended December 31, 2024 and December 31, 2023 , no cash was received from the exercise of purchase rights under the ESPP in each respective period.

As of December 31, 2024 , the Company had issued 95 shares of common stock since inception of the ESPP, and no shares were reserved for future issuance.

As of December 31, 2023 , the Company had issued 95 shares of common stock since inception of the ESPP, and 2 shares were reserved for future issuance.

Upon termination of the ESPP in April 2024, the reserved shares were released back to the authorized pool.

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

Since inception through termination, the Company issued 5 shares under the ESPP.

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

2020 Inducement Equity Incentive Plan

In March 2020, the Company adopted the 2020 Inducement Equity Incentive Plan (the “2020 Plan”) for the purpose of attracting, retaining and incentivizing employees in furtherance of the Company’s success.

The 2020 Plan was adopted without stockholder approval pursuant to Rule 303A.08 of the New York Stock Exchange.

The 2020 Plan is used to offer equity awards as material inducements for new employees to join the Company.

Upon adoption of the 2020 Plan, 64 shares of common stock were reserved for the granting of inducement stock options, restricted stock awards, restricted stock units and other forms of equity awards.

As of December 31, 2024 and December 31, 2023 , 0 and 54 shares of common stock were reserved for future issuance under the 2020 Plan.

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

Stock options assumed in Merger (See Note 3, Business Combination)

At the closing of the Merger, each outstanding option to purchase Old Catheter common stock that had not previously been exercised prior to the closing of the Merger was assumed and converted into options to purchase 75,367 shares of the Company’s common stock (“Replacement Options”).

Additionally, no Old Catheter options were amended in connection with the Merger.

All the Replacement Options vested in accordance with the original terms of the grants in place at the time of the Merger.

As a result, $ 3.4 million of the purchase price consideration, which represented the estimated fair value of Old Catheter’s assumed stock options, and $ 1.1 million of stock-based compensation expense, which represents the excess of the estimated fair value of the Replacement Options over the assumed Old Catheter stock options, were recognized upon the closing of the Merger.

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

On adoption, 3 shares were reserved for issuance.

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

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

2023 Equity Incentive Plan

In July 2023, the Company’s stockholders approved the 2023 Plan as defined above, which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, performance-based stock awards and other forms of equity compensation to the Company’s employees, directors and consultants.

Stock options granted under the 2023 Plan to employees and consultants generally will vest annually over a five -year period or as determined by the Board’s Compensation Committee, while grants to non-employee directors generally vest quarterly over a three -year period.

As of December 31, 2024 and December 31, 2023, 926,882 and 50,186 shares of common stock were reserved for issuance pursuant to future awards under the 2023 Plan.

Stock options granted under the 2023 Plan to employees and consultants generally will vest annually over a five -year period or as determined by the Board’s Compensation Committee (the "Committee"), while grants to non-employee directors vest as determined by the Committee.

December 31, 2025

December 31, 2024

shares of common stock were reserved for issuance pursuant to future awards under the 2023 Plan.

The number of shares available for issuance under the 2023 Plan also includes a quarterly increase commencing on September 1, 2023 by an amount equal to the lesser of (i) 10 % of the number equal to the number of shares of common stock outstanding on the applicable adjustment date less the number of shares of common stock outstanding at the beginning of the fiscal quarter immediately preceding the adjustment date, but if such number is a negative number, then the increase will be zero;

or (ii) such lesser number of shares as may be determined by the Board.

On January 8, 2024, the Compensation Committee (the "Committee") of the Board approved the issuance of a total of 28,500 non-qualified stock options under the 2023 Plan.

During 2024, 7,500 of these non-qualified options were issued to non-employee directors that vest at 8 1/3% per quarter for 3 years with an exercise price of $ 4.00 and expiration date of January 8, 2034.

The remaining 21,000 non-qualified options were issued to employees and consultants and vest at 20 % per year for 5 years with an exercise price of $ 4.00 and expiration date of January 8, 2034.

On February 26, 2024, the Committee approved the issuance of a total of 15,000 incentive stock options under the 2023 Plan.

All options were issued to employees and vest at 20 % per year for 5 years with an exercise price of $ 4.20 and expiration date of February 26, 2034.

On April 24, 2024, the Committee approved the issuance of a total of 12,500 incentive stock options under the 2023 Plan.

All options were issued to employees and vest at 20 % per year for 5 years with an exercise price of $ 4.60 and expiration date of April 24, 2034.

On July 9, 2024, the Committee approved the issuance of a total of 10,000 incentive stock options under the 2023 Plan.

All options were issued to employees and vest at 20 % per year for 5 years with an exercise price of $ 3.50 and expiration date of July 9, 2034.

The options issued for the

for the year ended December 31, 2024 were valued at approximately

$ 262 thousand using the Black-Scholes model based on the following assumptions on the date of issue:

Non-Employee Director Options Issued January 8, 2024

Employee Options Issued January 8, 2024

Employee Options Issued February 26, 2024

Employee Options Issued April 24, 2024

Employee Options Issued July 9, 2024

For the year ended December 31, 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 none of the quarterly sales performance conditions have been met and none of the tiered sales performance conditions are met, all performance-based options are forfeited as of December 31, 2025 .

The options granted for the 2023 Plan for the years ended

December 31, 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

For the Year Ended

Risk-free interest rate

2 unchanged sentences

Expected dividend yield

0.00 % 0.00 % 0.00 % 0.00 % 0.00 %

Expected life (in years)

5.5 - 6.5 6.5

The following is a summary of stock option activity for the options for the year ended December 31, 2024 (in thousands, except for weighted average price and remaining life):

Stock Options

Options with Performance-Based Vesting Conditions

For the Year Ended

Risk-free interest rate

98.00 - 98.40 % —

Expected dividend yield

Expected life (in years)

The following is a summary of stock option activity for the 2023 Plan options for the year ended December 31, 2025 :

Stock Exercise Remaining Intrinsic Value

(in thousands)

Outstanding at December 31, 2024

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13,017 $ 17.98 8.75 $ —

The weighted-average grant-date fair value of the 2023 Plan options granted during the years ended December 31, 2025 and 2024 was $ 4.41 and $ 75.69 per share, respectively.

Non-Plan Options Issued

On April 24, 2024, the Board approved the issuance of a total of 25,000 Non-Plan Options as an employment incentive for the position of Chief Commercial Officer.

The options were issued on May 1, 2024, the first day of employment and vest at 20 % per year for 5 years with an exercise price of $ 5.321 and an expiration date of May 1, 2034.

The Non-Plan Options issued were valued at approximately $ 131 thousand using the Black-Scholes model based on the following assumptions on the date of issue:

Non-Plan Options Issued May 1, 2024

On January 6, 2025, the Board approved and issued a total of 26,315 Non-Plan Options as an employee incentive to the Chief Financial Officer.

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 for the years ended December 31, 2025 and 2024 were valued using the Black-Scholes model based on the following assumptions on the date of issue:

For the Year Ended

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 year ended December 31, 2024 (in thousands, except for weighted average price and remaining life):

Stock Options

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

Stock Exercise Remaining Intrinsic Value

(in thousands)

Outstanding at December 31, 2024

1,315 $ 101.10 9.33 $ —

Options exercised

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Cancelled/forfeited

( 1,315 ) 101.10 — —

Outstanding at December 31, 2025

3 unchanged sentences

Exercisable at December 31, 2025

Restricted Stock Units

All restricted stock units have been forfeited or vested as of December 31, 2023.

8,040 $ 10.07 9.02 $ —

The weighted-average grant-date fair value of the Non-Plan options granted during the years ended December 31, 2025 and 2024 was $ 7.92 and $ 99.33 per share, respectively.

Restricted Stock Awards

All restricted stock awards have been forfeited or vested as of December 31, 2023.

Stock-based compensation expense for the years ended December 31, 2024 and 2023 was $ 54 thousand and $ 1.2 million , respectively, in selling, general and administrative expenses in the consolidated statements of operations.

A summary of the restricted stock award activity for the year ended December 31, 2025 is presented below.

Restricted Grant Date

Outstanding at December 31, 2024

( 17,263 ) 4.46

Cancelled/forfeited

Outstanding at December 31, 2025

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

Stock-based compensation expense for the years ended December 31, 2025 and 2024 was $ 338 thousand and $ 54 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 December 31, 2025 was as follows:

Unrecognized Expense (in thousands)

Remaining Weighted Average Recognition Period (in years)

Remaining Weighted Average Recognition Period

Stock options (Non-Plan Options)

1 unchanged sentence

Restricted stock awards

Restricted stock units

A reconciliation of the differences between the U.S.

statutory federal income tax rate and the effective tax rate as provided in the consolidated statements of operations is as follows:

Asset Acquisitions

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

The Company issued 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 thousand, consisting of $ 113 thousand of stock consideration and $ 6 thousand of direct transaction costs for the year ended December 31, 2025 .

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

On December 31, 2025, in connection with the second amendment of the Related Party Notes described in Note 7, Notes Payable, the Company transferred the Perikard membership interests for de minimis proceeds to Mr.

The disposal primarily related to the previously acquired patent for pericardial access technology.

Because the patent was fully expensed as IPR&D at the time of acquisition and Perikard held no other assets or liabilities, no impairment or other charges were recognized in connection with the disposal.

See Note 7, Notes Payable, for additional information over the debt extinguishment.

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

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

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

The Company issued 52,631 shares of its restricted common stock valued at $ 0.3 million, and Cardionomix issued a promissory note recorded at a carrying amount of $ 1.3 million (the "Note Payable"), as consideration to Cardionomic.

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

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

The IPR&D Asset was determined to have no alternative future use, and accordingly, the Company expensed the costs of acquisition of $ 1.9 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 consolidated statements of operations for the year ended December 31, 2025 .

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

The significant components of the federal and state income tax provision consists of (in thousands):

For the Year Ended December 31,

Current income tax provision (benefit)

Deferred income tax provision (benefit)

( 1,843 ) 3,050

( 1,810 ) 3,141

Income tax provision (benefit)

$ ( 1,810 ) $ 3,141

The Company elected to prospectively adopt the guidance in ASU 2023 - 09.

The following table reconciles the U.S.

federal statutory income tax rate of 21 % to the Company’s effective income tax rate for the year ended December 31, 2025 in accordance with ASU 2023 - 09 (in thousands, except percentages):

For the Year Ended December 31, 2025

federal statutory rate

( 4,096 ) ( 21.0 )%

State and local income taxes, net of federal income tax effect

Other state tax benefit*

( 706 ) ( 3.6 )%

State change in valuation allowance

Changes in valuation allowances

Nontaxable or nondeductible items

Royalty mark to market

( 1,199 ) ( 6.1 )%

Loss on debt extinguishment

Other adjustments

Section 382 NOL limitation adjustment

Income tax provision (benefit)

$ ( 1,810 ) ( 9.3 )%

Effective tax rate

* State taxes in CA and NY comprise the majority (greater than 50% ) of the tax effect in this category.

In accordance with ASC 740 prior to the adoption of ASU 2023 - 09, a reconciliation of the differences between the U.S.

statutory federal income tax rate of 21 % and the Company’s effective income tax rate for the years ended December 31, 2024 is summarized as follows:

For the Year Ended December 31, 2024

federal statutory rate

Section 382 NOL limitation

3 unchanged sentences

Royalty mark to market

3.5 % ( 2.1 )%

Change in valuation allowance

( 70.7 )% 16.7 %

Purchase accounting

Goodwill impairment

Effective tax rate

The federal and state income tax provision is summarized as follows (in thousands):

For the Year Ended December 31,

Income tax expense

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes, and (b) operating losses and tax credit carryforwards.

13 unchanged sentences

Deferred tax liabilities:

Fixed asset basis

Operating lease right-of-use assets

6 unchanged sentences

( 13,773 ) ( 10,957 )

Net deferred tax liabilities

Net deferred tax liability

$ ( 1,331 ) $ ( 3,141 )

At December 31, 2024 , and December 31, 2023 the Company had available Federal Net Operating Loss (NOL) carryforwards of $ 104.3 million.

For State purposes, such NOL carryforwards were $ 63.8 million.

At December 31, 2025, and December 31, 2024, the Company had available Federal Net Operating Loss ("NOL") carryforwards of $ 112.7 million and $ 104.3 million, respectively.

For State purposes, such NOL carryforwards were $ 56.0 million and $ 63.8 million, respectively.

The net operating losses begin expiring in 2027.

1 unchanged sentence

The Company experienced a change in control during 2024 and 2025.

Accordingly, utilization of its respective consolidated and/or separately computed NOL's is subject to an annual limitation for federal tax purposes under IRC Section 382.

Accordingly, utilization of its respective consolidated and/or separately computed NOLs is subject to an annual limitation for federal tax purposes under IRC Section 382.

Due to this change in control, the Company estimates that $ 46.4 million of $ 112.7 million federal NOL carryforward is effectively eliminated under IRC Section 382.

Moreover, $ 61.2 million of its $ 63.8 million state NOL carry forward is also eliminated.

As a result of these eliminations, the Company's federal and state NOLs were reduced to approximately $ 58.2 million and $ 2.6 million, respectively, before valuation allowance.

Moreover, $ 40.6 million of its $ 56.0 million state NOL carryforward is also eliminated.

As a result of these eliminations, the Company's federal and state NOLs were reduced to approximately $ 66.3 million and $ 15.4 million, respectively, before valuation allowance as of December 31, 2025.

The valuation allowance relates to deferred tax assets for certain items that will be deductible for income tax purposes under very limited circumstances and for which the Company believes it is not more likely than not that it will realize the associated tax benefit.

5 unchanged sentences

The amount of deferred tax asset considered realizable, however, could change in the near term if estimates which require significant judgment of future taxable income during the carryforward period are increased or decreased.

The valuation allowance decreased by $ 9.5 million from $ 20.5 million as of December 31, 2023 to $ 11.0 million as of December 31, 2024.

The valuation allowance increased by $ 2.8 million from $ 11.0 million as of December 31, 2024 to $ 13.8 million as of December 31, 2025.

The Company recognizes interest and penalties relating to uncertain tax positions in income tax expense.

No amounts were recorded in 2025 and 2024.

Effective January 1, 2023, repurchases of Company stock are subject to a nondeductible excise tax under the Inflation Reduction Act of 2022 equal to 1.0% of the fair market value of the shares repurchased, subject to certain limitations.

There was no impact to the Company’s financial condition or results of operations in 2023 and 2024 as a result of the excise tax.

The Company files income tax returns as prescribed by tax laws of the jurisdictions in which it operates.

8 unchanged sentences

As of December 31, 2025 , the Company had no outstanding litigation.

Employee Benefit Plan

In January 2019, the Company established a defined contribution plan under Section 401 (k) of the Internal Revenue Code ( “401 (k) Plan”).

Under the terms of the 401 (k) Plan, all full-time employees were eligible to make voluntary contributions as a percentage or defined amount of compensation.

The Company made matching contributions based on 100 % of each employee’s contribution up to 3 % and 50 % of contributions between 3 % and 5 %, with the match-eligible contribution limited to 4 % of the employee’s eligible compensation.

The Company cancelled the 401 (k) Plan effective March 10, 2023 and distributed all assets held by the 401 (k) Plan to the participants.

The Compan y had no expenses related to the matching contributions for the years ended December 31, 2024 and 2023 .

Related Parties

Prior to the Merger, David A.

Jenkins, the Company’s current Executive Chairman of the Board and Chief Executive Officer, and Old Catheter’s Chairman of the Board of Directors, and his affiliates held approximately $ 25.1 million of Old Catheter’s Convertible Promissory Notes, or the Notes, that were converted into 7,856.251 shares of Series X Convertible Preferred Stock in connection with the Merger (see Note 3, Business Combination, and Note 14, Preferred Stock).

Jenkins, the Company’s current Executive Chairman of the Board and Chief Executive Officer, and Old Catheter’s Chairman of the Board of Directors, and his affiliates held approximately $ 25.1 million of Old Catheter’s Convertible Promissory Notes ("Notes"), that were converted into 7,856.251 shares of Series X Convertible Preferred Stock in connection with the Merger (see Note 12, Preferred Stock).

As of December 31, 2025, all of the Series X Preferred Stock received by these related parties had been converted into shares of common stock.

In consideration for forgiving the interest accrued but remaining unpaid under the Notes in an aggregate amount of approximately $ 13.9 million, Mr.

2 unchanged sentences

Under this agreement, the Company will pay a 5 % royalty rate on net sales up to $ 1 million in cumulative royalties.

If a patent is obtained, the royalty rate will be 2 % of net sales until the Company has paid a total of $ 10 million in cumulative royalties.

On December 31, 2025, pursuant to the Exchange Agreement, Mr.

Jenkins and his affiliate converted their aforementioned royalty rights and accrued royalty amounts into an aggregate of 9,490 shares of the Company’s newly designated Series J Convertible Preferred Stock.

As of December 31, 2025, 9,490 shares of Series J Convertible Preferred Stock were held by these related parties.

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

Refer to Note 12, Preferred Stock, for additional information over the Series J Convertible Preferred Stock.

In addition to the shares described above that were issued in connection with the Notes, Mr.

1 unchanged sentence

Jenkins’ adult children received 1,284.344 shares of Series X Convertible Preferred Stock in the Merger, all in exchange for their equity interests in Old Catheter in accordance with the Merger exchange ratio.

In connection with the Merger (see Note 3, Business Combination), the Company assumed $ 1.4 million of accrued expenses and advances, of which $ 1.1 million was due to Mr.

Jenkins and was paid on January 10, 2023.

As of December 31, 2025 , all of the Series X Preferred Stock held by these related parties had been converted into shares of common stock.

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.

Following stockholder approval on March 21, 2023, the Company issued 99,182 shares of common stock to Mr.

Jenkins and affiliates upon conversion of 991.828 shares of Series X Convertible Preferred Stock, and 23,532 shares of common stock to his adult children upon conversion of 235.320 shares of Series X Convertible Preferred Stock.

On May 1, 2024, Marie-Claude Jacques, the Company’s Chief Commercial Officer, received a non-plan option to purchase 25,000 shares of the Company’s common stock.

Of the total options to purchase 757 shares of the Company’s common stock, 17 options have expired as of December 31, 2025 , and the remaining 740 options have an exercise price of $ 112.10 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.

The options have an exercise price of $ 101.10 per share, vest at 20 % per year for 5 years and expire in May 2034.

On January 29, 2025, Ms.

Jacques received an incentive stock option to purchase 13,154 shares of the Company's common stock.

The options had an exercise price of $ 7.98 per share, 1,315 options vested on the grant date and an additional 1,315 options were to vest annually for 4 years, 1,644 options were to vest quarterly upon achievement of quarterly sales targets during 2025 and expire in January 2035.

Jacques’ employment was terminated on June 2, 2025, and all unexercised options were cancelled, consisting of 1,315 unexercised non-plan options and 13,154 unexercised incentive stock options.

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

1 unchanged sentence

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 December 31, 2025, the Notes were amended a second time to extend the maturity date of the notes payable to the Jenkins Family Charitable Institute to January 31, 2028, and the notes payable to FatBoy Capital, L.P.

Jenkins to January 31, 2029.

In connection with the second amendment of the Notes, the Company transferred its Perikard membership interests to Mr.

Jenkins for de minimis proceeds and issued an aggregate of 340,000 Series M Warrants to FatBoy Capital, L.P.

Jenkins with a fair v alue of $ 509 thousand.

See Note 7, Notes Payable, Note 14, Asset Acquisitions, and Note 11, Equity Offerings, for additional information regarding the second amendment, the Perikard transfer, and the Series M Warrants .

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 are summarized in the following table (in thousands):

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

Related Party

1 unchanged sentence

Principal Amount

Interest Paid

Interest Accrued

1 unchanged sentence

$ 500 $ 82 $ —

FatBoy Capital

FatBoy Capital, L.P.

$ 150 $ 26 $ —

FatBoy Capital

FatBoy Capital, L.P.

$ 250 $ 41 $ —

FatBoy Capital

FatBoy Capital, L.P.

$ 100 $ 17 $ —

1 unchanged sentence

$ 500 $ 82 $ —

David Jenkins

$ 150 $ — $ 3

Lifestim, Inc.

$ 150 $ — $ 3

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;

12,368 pre funded warrants with an exercise price of $ 0.0019 and no expiration date;

500,000 Series H Warrants with an exercise price of $ 1.00 per share that expire on March 3, 2025;

26,316 Series H Warrants with an exercise price of $ 19.00 per share that expired on March 3, 2025;

26,316 Series I Warrants with an exercise price of $ 19.00 per share that expire on March 3, 2026;

2 unchanged sentences

On December 31, 2024, the Jenkins Family Charitable Institute distributed 23,684 Series J warrants to its trustee and two advisors, who are daughters of Mr.

On January 6, 2025, Philip Anderson, the Company's Chief Financial Officer, received a non-plan option to purchase 26,315 shares of the Company's common stock.

The options have an exercise price of $ 10.07 per share, vest monthly over 36 months and expire in January 2035.

In February 2025, Catheter formed its subsidiary Cardionomix.

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

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

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

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

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

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

Subsequent Events

Issuance of Common Stock

In connection with the October 2024 Warrant Inducement Offer, shares were held in abeyance in the event that the exercise of the 2024 Existing Warrants would have otherwise caused a holder to exceed the beneficial ownership limitations set forth in the 2024 Existing Warrant.

These Abeyance Shares are held as Pre-Funded Warrants until notice is received from the holder that the balance, or portion thereof, may be issued in compliance with the beneficial ownership limitations.

On January 3, 2025, the Company released and issued 939,000 Abeyance Shares.

Amendment to the Amended and Restated Certificate of Incorporation

On January 13, 2025, at the Special Meeting of Stockholders of the Company, the stockholders approved an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amendment”) which included an increase in the authorized capital stock to 70 million shares, consisting of 60 million shares of common stock and 10 million shares of preferred stock.

Series K Warrants

On January 13, 2025, at the Special Meeting of Stockholders of the Company, the stockholders approved the issuance of up to 10,695,962 shares of the Company’s common outstanding stock, upon the exercise of the Series K Warrants.

See Note 13, Equity Offerings for additional information over the Series K Warrants issued in connection with the October 2024 Warrant Inducement Offer.

2023 Equity Incentive Plan

On January 13, 2025, at the Special Meeting of Stockholders of the Company, the stockholders of the Company approved an additional 1.5 million shares of common stock for issuance pursuant to the Company’s 2023 Equity Incentive Plan.

On January 29, 2025, the Board approved the issuance of options to purchase a total of 1,627,500 shares of common stock to employees, consultants and non-employee directors with various vesting provisions, an exercise price of $ 0.42 per share and expiration date of January 29, 2035.

Included in the option issuance was a grant of 450,000 shares to Mr.

Jenkins, the Company’s Executive Chairman and Chief Executive Officer, a grant of 50,000 shares to Mr.

Jenkins’ daughter, the Company’s non-executive Chief Operating Officer, and a grant of 250,000 options to Marie-Claude Jacques, Chief Commercial Officer.

On January 31, 2025, the Board approved a restricted stock grant to a consultant of the Company pursuant to the Company’s 2023 Equity Incentive Plan.

The grant calls for the issuance of 100,000 shares of common stock of the Company through June 16, 2025.

Non-Plan Options

On January 3, 2025, the Board approved, as an inducement grant, the issuance of 500,000 non-plan options to the Chief Financial Officer of the Company to vest monthly over 3 years with an exercise price of $ 0.53 per share and expiration date of January 6, 2035.

PeriKard Acquisition

On January 14, 2025, the Company entered into a Membership Interest Purchase Agreement (“the Agreement”) with Cardiofront, LLC (“Seller”) to purchase the issued and outstanding membership interests of PeriKard, LLC, a wholly-owned subsidiary of Seller.

The primary purpose was to purchase patented technology for commercialization within the broader cardiac treatment/electrophysiology industry.

Pursuant to the Agreement, the Company issued 275,000 shares of its common stock to the Seller in exchange for 100 % of the membership interests of PeriKard, LLC (“Acquisition”).

Additional future royalty cash payments may be due to the Seller equal to 10 % of aggregate future net sales activity of PeriKard’s pericardial access kits, to the extent the product is successfully commercialized, for five years from the acquisition’s closing date.

This transaction closed on January 24, 2025.

The accounting for the Acquisition is incomplete due to the proximity of the closing date of the Acquisition to the date of this filing.

As a result, the Company is unable to disclose certain information including the major classes of assets acquired and liabilities assumed, nor provisional fair value estimates of the identifiable net assets acquired.

Due to its insignificant size relative to the Company, the Company does not expect to provide supplemental pro forma financial information of the combined entity for the current and prior reporting periods.

The Company will recognize and provide additional disclosures regarding the Acquisition within its first quarter 2025 Quarterly Report on Form 10 -Q.

Formation of New Subsidiary

On February 17, 2025, the Company incorporated Cardionomix, Inc.

Cardionomix, Inc.

currently holds no assets and is inactive.

Director and Officer Liability Insurance

The Company purchased director and officer liability insurance coverage on January 31, 2026 for $ 277 thousand.

A down payment of $ 55 thousand was made and the remaining balance of $ 222 thousand was financed over 9 months through a short-term financing arrangement with its insurance carrier.

The interest rate on the loan was 9.39 %.

February 2026 Private Placement

In February 2026, the Company entered into a Securities Purchase Agreement with certain accredited investors for a private placement financing and issued an aggregate of (i) 392,608 shares of the Company's common stock, par value $ 0.0001 per share, at a per share purchase price of $ 1.43 and (ii) 1,616.33 shares of newly designated Series C- 1 Convertible Preferred Stock par value $ 0.0001 per share, with a stated value of $ 1,000 per share for gross proceeds of $ 2.2 million.

February 2026 Warrant Exercise and Series B Convertible Preferred Stock Conversion Inducement

In February 2026, the Company agreed to lower the exercise price of existing warrants and the conversion price of the Series B Convertible Preferred Stock to $ 1.78 per share for certain holders as consideration for exercising the existing warrants and converting the Series B Convertible Preferred Stock, resulting in aggregate proceeds of $ 0.4 million.

On March 11, 2026, certain holders of the Series B Convertible Preferred Stock converted 578.916 shares of Series B Convertible Preferred Stock into 335,346 of common stock.

March 2026 Private Placement

In March 2026, the Company entered into an additional Securities Purchase Agreement with certain accredited investors for a private placement financing pursuant to which the investors agreed to purchase 1,853 shares of Series C- 1 Convertible Preferred Stock, par value of $ 0.0001 per share and stated value of $ 1,000 per share, for aggregate gross proceeds of $ 1.9 million.

FLYTE Acquisition

In connection with the February 2026 Private Placement, the Company entered into an Acquisition Purchase Agreement with SEG Jets LLC ("SEG Jets"), whereby the Company agreed to acquire 19.98 % of the issued and outstanding shares of common stock of Fly Flyte, Inc.

("FLYTE") held by SEG Jets in exchange for 5,250 shares of the Company’s newly designated Series D Convertible Preferred Stock, with a par value of $ 0.0001 per share and a stated value of $ 1,000 per share, for an aggregate stated value of $ 5.3 million, subject to customary closing conditions, including stockholder approval.

On March 9, 2026, the Company entered into a Securities Purchase Agreement with Creatd, Inc.

("Creatd"), whereby the Company acquired 80.02 % of the remaining issued and outstanding shares of common stock of FLYTE and 100 % of the membership interests of Ponderosa Air, LLC ("Ponderosa"), subject to closing conditions.

As of March 9, 2026, the Company owned 100 % of the issued and outstanding FLYTE common stock and 100 % of the membership interests of Ponderosa.

As consideration for the acquired equity interests in FLYTE and Ponderosa, the Company agreed to pay $ 11.6 million as follows:

(A) cash consideration $ 0.8 million due at closing, (B) $ 5.0 million in principal amount of a promissory note, and (C) 5,778 shares of Series D Convertible Preferred Stock for an aggregate stated value of $ 5.8 million.

The promissory note bears an interest rate of 0 % per annum and is payable in installments through December 15, 2026.

If any payment is not made within three business days following the applicable installment date, interest will accrue at a rate equal to 4 % per annum.

Upon the occurrence and continuation of an event of default, the holder may declare the entire unpaid principal balance, together with all accrued interest, penalties and late fees, immediately due and payable, and the outstanding principal balance will bear default interest at 18 % per annum.

The issuance of the Series D Convertible Preferred Stock is subject to stockholder approval.

The Company further entered into registration rights agreements requiring the Company to file resale registration statements covering the common stock underlying the Series D Convertible Preferred stock, within specified timeframes.

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-K

Item 9A. Controls and Procedures